Common use of Election Procedures Clause in Contracts

Election Procedures. (a) Not less than 30 days prior to the anticipated Wax Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent shall specify (the “Election Form”). (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of Shares to specify (i) the number of Shares with respect to which such holder elects to receive the Wax Stock Consideration, (ii) the number of Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Shares. Any Shares with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City time, on the business day that is three Trading Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 An election form and other appropriate and customary transmittal materials in such form as Knight and GETCO shall mutually agree (the “Election Form”) shall be mailed 35 days prior to the anticipated Wax Effective Time Closing Date or on such other date as Knight and GETCO shall mutually agree (the “Mailing Date”), Parent will cause to be mailed ) to each record holder of Shares (other than Excluded Shares) record of Knight Common Stock as of five the close of business days on the fifth Business Day prior to the Mailing Date an election form in such form as Parent shall specify (the “Election FormForm Record Date”). (b) Each Except as set forth on Schedule 2.3(b) of the GETCO Disclosure Schedule, each Election Form will shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of Shares to specify (iA) the number of Shares shares of such holder’s Knight Common Stock with respect to which such holder elects to receive the Wax Per Share Stock ConsiderationConsideration (“Stock Election Shares”), (iiB) the number of Shares shares of such holder’s Knight Common Stock with respect to which such holder elects to receive the Wax Per Share Cash Consideration (“Cash Election Shares”) or (iiiC) that such holder makes no election with respect to such holder’s Knight Common Stock (“No Election Shares”). Any Shares Knight Common Stock with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., New York City time, on the business 30th day that is three Trading Days prior to following the Closing Mailing Date (or such other time and date as Parent Knight and the Company will, prior to the Closing, GETCO may mutually agree agree) (the “Election Deadline”) will shall also be deemed to be No Election Shares. Parent . (c) Knight shall make available one or more Election Forms as may reasonably be requested from time to time by any person who becomes a holder (or beneficial owner) of Knight Common Stock between the Election Form Record Date and the Company will publicly announce close of business on the anticipated Election Deadline at least five business days Business Day prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (cd) Any such election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more Knight Certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Knight Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting it, such Election Form only by written notice received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, unless a subsequent properly completed Election Form is submitted and actually received by the Exchange Agent by the Election Deadline, the Shares shares of Knight Common Stock represented by such Election Form will be deemed shall become No Election Shares and Knight shall cause the applicable Certificates to be No Election Shares, except promptly returned without charge to the extent a subsequent election is properly made during person submitting the Election PeriodForm upon written request to that effect from the holder who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent Knight regarding such matters will shall be binding and conclusive. None of Parent, Holdco, the Company or Neither Knight nor the Exchange Agent will shall be under any obligation to notify any Person person of any defect in an Election Form. (e) Notwithstanding any other provision contained in this Agreement, the total number of shares of Knight Common Stock that will be converted into the right to receive the Per Share Cash Consideration pursuant to Section 1.11(a)(ii) shall in no event exceed 66.7% of the total number of shares of Knight Common Stock that were converted into the right to receive the Knight Merger Consideration pursuant to Section 1.11 (such number of shares, the “Cash Election Shares Limit”). (f) Within 3 Business Days after the Effective Time, the Company shall cause the Exchange Agent to effect the allocation among the former holders of Knight Common Stock of rights to receive the Knight Merger Consideration in accordance with the Election Forms as follows:

Election Procedures. (a) Not less No later than 30 days prior the date on which the Joint Proxy Statement/Prospectus is mailed to the anticipated Wax Effective Time RVI shareholders (the “Mailing Date”), Parent will DSW shall cause an election form (the “Election Form”) to be mailed to each record holder of Shares (other than Excluded Shares) record of shares of RVI Common Stock as of five business days prior to the Mailing Date an election form in such form as Parent shall specify record date for the RVI Shareholders Meeting (the “Election FormForm Record Date”). (b) Each Election Form will shall permit the holder (or the beneficial owner owner, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), through appropriate and customary documentation and instructions), to elect to receive DSW Class B Stock in lieu of DSW Class A Stock (an “Election”) and shall provide that all shares of Shares to specify (i) the number of Shares RVI Common Stock with respect to which such holder elects to receive the Wax Stock Consideration, (ii) the number of Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Shares. Any Shares with respect to which the Exchange Agent does an Election has not receive a properly completed Election Form been made during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City time, on the fifth business day that is three Trading Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree Effective Time (the “Election Deadline”) will ), shall be deemed converted into DSW Class A Stock pursuant to be No Election SharesSection 2.1(b). Parent and the Company will DSW shall publicly announce the anticipated Election Deadline at least five ten (10) business days prior to the anticipated Closing DateEffective Time. If the Closing Date Effective Time is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent dateby the same number of days, and Parent and the Company DSW shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) DSW shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners, within the meaning of Rule 13d-3 under the Exchange Act) of RVI Common Stock during the Election Period, and DSW shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any election Election made pursuant to this Section 2.04 will 2.2 shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting itsuch Election Form, by written notice received by the Exchange Agent during the Election Period. In the event If an Election Form is revoked during the Election Period, the Shares shares of RVI Common Stock represented by such Election Form will shall be deemed to be No Election Sharesconverted into DSW Class A Stock pursuant to Section 2.1(b), except to the extent (if any) a subsequent election is properly made during the Election PeriodPeriod with respect to any or all of the shares of RVI Common Stock covered by that Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, Holdco, the Company DSW or RVI or the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent (as defined below)) in such form as Parent and the Company shall mutually agree (the “Election Form”) shall be mailed 35 days prior to the anticipated Wax Effective Time Date or on such other date as the Company and Parent shall mutually agree (the “Mailing Date”), Parent will cause to be mailed ) to each record holder of Shares (other than Excluded Shares) record of Company Common Stock as of five the close of business days on the fifth business day prior to the Mailing Date an election form in such form as Parent shall specify (the “Election FormForm Record Date”). (b) Each Election Form will shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of Shares to specify (i) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax Per Share Stock ConsiderationConsideration (“Stock Election Shares”), (ii) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax Per Share Cash Consideration (“Cash Election Shares”), or (iii) that such holder makes no election with respect to such holder’s Company Common Stock (“No Election Shares”). Any Shares Company Common Stock with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during on or before 5:00 p.m., on the period (the “Election Period”) from 33rd day following the Mailing Date to 5:00 p.m., New York City time, on the business day that is three Trading Days prior to the Closing Date (or such other time and date as Parent and the Company will, prior to the Closing, may mutually agree agree) (the “Election Deadline”) will shall also be deemed to be “No Election Shares. .” (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the Company will publicly announce close of business on the anticipated Election Deadline at least five business days day prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent dateElection Deadline, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, provide to the rescheduled Election DeadlineExchange Agent all information reasonably necessary for it to perform as specified herein. (cd) Any such election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during such Election Form at or prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the Shares shares of Company Common Stock represented by such Election Form will be deemed shall become No Election Shares and Parent shall cause the certificates representing such Company Common Stock to be No Election Shares, except promptly returned without charge to the extent a subsequent election is properly made during person submitting the Election PeriodForm upon written request to that effect from the holder who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding as to such matters will shall be binding and conclusive. None of Parent, Holdco, the Company or Neither Parent nor the Exchange Agent will shall be under any obligation to notify any Person person of any defect in an Election Form. (e) Within ten business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows:

Election Procedures. (a) Not less than 30 days prior to the anticipated Wax First Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of Shares shares of Company Common Stock (other than Excluded Shares) ), including each holder of Company Restricted Stock, as of five business days Business Days prior to the Mailing Date (or another date selected by Parent which is reasonably acceptable to the Company) an election form in such a form as mutually satisfactory to Parent shall specify and the Company (the “Election Form”). (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of Shares shares of Company Common Stock, including each holder of Company Restricted Stock, to specify (i) the number of Shares shares of Company Common Stock with respect to which such holder elects to receive the Wax Stock Election Consideration, (ii) the number of Shares shares with respect to which such holder elects to receive the Wax Cash Election Consideration or (iii) that such holder makes no election with respect to such holder’s Sharesshares of Company Common Stock. Any Shares shares of Company Common Stock with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City timeTime, on the business day Business Day that is three Trading Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. Notwithstanding anything to the contrary herein or therein, each holder of shares of Company Restricted Stock shall be deemed to have elected to receive Cash Election Consideration with respect to a number of such shares sufficient to satisfy withholding obligations with respect thereto, and Parent shall deposit, or cause to be deposited, funds sufficient to pay applicable withholding with respect to such shares of Company Restricted Stock from such Cash Election Consideration. (c) Any election made pursuant to this Section 2.04 1.15 will have been properly made only if the Exchange Agent will have has actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person Person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares shares represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 days prior to the anticipated Wax First Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of Shares shares of Company Common Stock (other than Excluded Shares) as of five business days prior to the Mailing Date (or another date selected by Parent which is reasonably acceptable to the Company) an election form in such a form as mutually satisfactory to Parent shall specify and the Company (the “Election Form”). (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of Shares shares of Company Common Stock to specify (i) the number of Shares shares of Company Common Stock with respect to which such holder elects to receive the Wax Stock Election Consideration, (ii) the number of Shares with respect to which such holder elects to receive the Wax Cash Election Consideration or (iii) that such holder makes no election with respect to such holder’s Sharesshares of Company Common Stock. Any Shares shares of Company Common Stock with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City timeTime, on the business day Business Day that is three Trading Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any election made pursuant to this Section 2.04 1.15 will have been properly made only if the Exchange Agent will have has actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person Person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 days The election form will be mailed to MNR common shareholders. The election form will allow each MNR common shareholder to elect to receive either cash consideration or stock consideration with respect to each of the MNR common shares held by such MNR common shareholder. The election must be made prior to the anticipated Wax Effective Time (the “Mailing Date”), Parent election deadline. The election deadline will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent shall specify (the “Election Form”). (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of Shares to specify (i) the number of Shares with respect to which such holder elects to receive the Wax Stock Consideration, (ii) the number of Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Shares. Any Shares with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City time, on the business day that closing date of the merger, which is three Trading Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will be deemed currently expected to be No Election SharesSeptember 9, 2021. Parent EQC and the Company MNR will publicly announce any changes to the anticipated Election Deadline election deadline at least five business days prior to before the anticipated Closing Datenew election deadline. If the Closing Date closing date is delayed to a subsequent date, the Election Deadline shall election deadline will be similarly delayed to a subsequent date, and Parent EQC and the Company shall MNR will promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will have actually received deadline. To make a valid election, each MNR common shareholder must submit a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting it, by written notice election form so that it is actually received by the Exchange Agent during exchange agent at its designated office (or through another method provided for in the Election Periodelection form) by the election deadline and must tender the MNR shares as to which the election is made. In An election form must be properly completed and signed and accompanied by any additional documents required by the event an Election Form is revoked during procedures set forth in the Election Period, the Shares represented election form to be effective. If a MNR common shareholder does not make a valid election to receive either cash consideration or stock consideration with respect to MNR common shares held by such Election Form MNR common shareholder, then that shareholder will be deemed to have elected to receive stock consideration with respect to those MNR common shares. Any election form may be No Election Shares, except revoked with respect to all or a portion of the MNR common shares by a MNR common shareholder submitting a written notice to the extent exchange agent prior to the election deadline. If a cash election or stock election is so revoked, the MNR common shares represented by the election form previously submitted will be treated as shares electing stock consideration unless the shareholder properly makes a subsequent election is properly made during the Election Periodelection. Subject A MNR common shareholder may, at any time prior to the terms of this Agreement and election deadline, change such shareholder’s election with respect to all or a portion of the Election FormMNR common shares held by such shareholder by completing and submitting a new properly completed election form, the Exchange Agent which will be deemed to revoke and supersede any prior election form with respect to such shares. The exchange agent will generally have reasonable discretion to determine determine, in its good faith, whether any election, election or revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will be binding and conclusiveelection forms. None of ParentEQC, HoldcoMerger Sub, the Company MNR or the Exchange Agent exchange agent will be under have any obligation to notify any Person MNR common shareholders of any defect in an Election Formelection form. Pursuant to the amended merger agreement, MNR has agreed to pay EQC a termination fee of $72.0 million if the amended merger agreement is terminated under certain circumstances. For more information, please refer to the amended merger agreement filed as an exhibit to the Current Reports on Form 8-K filed by EQC on August 16, 2021 and by MNR on August 17, 2021.

Election Procedures. (ai) Not less than 30 days prior to Concurrent with the anticipated Wax Effective Time mailing of the Proxy Statement/Prospectus in connection with the Vowel Meeting (the “Mailing Date”), Parent will Vowel shall mail, or shall cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date mailed, an election form in such form as Parent shall specify and other appropriate and customary transmittal materials prepared by Holdco (the “Election Form”)) to each holder of record of Vowel Common Stock as of the Vowel Record Date. (bii) Each Election Form will shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of Shares to specify (iA) the number of Vowel Shares with respect to which such holder elects to receive the Wax Vowel Per Share Stock ConsiderationConsideration (the “Stock Election Shares”), (iiB) the number of Vowel Shares with respect to which such holder elects to receive the Wax Vowel Per Share Cash Consideration (the “Cash Election Shares”) or (iiiC) that such holder makes no election with respect to such holder’s Vowel Shares (the “No Election Shares”). Any Vowel Shares with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period on or before 5:00 p.m. (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City time), on the business day that is three Trading Days Business Day immediately prior to the Closing Date or day of the Vowel Meeting (such other date as Parent and the Company willprior Business Day, prior to the Closing, mutually agree (the “Election Deadline”) will shall be deemed to be No Election Shares. Parent . (iii) Vowel shall make available one or more Election Forms as may reasonably be requested from time to time by any Person who becomes a holder (or beneficial owner) of Vowel Common Stock between the Vowel Record Date and the Company will publicly announce close of business on the anticipated Election Deadline at least five business days Business Day prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent dateDeadline, and Parent and Vowel shall provide the Company shall promptly announce any such delay and, when determined, the rescheduled Election DeadlineExchange Agent all information reasonably necessary for it to perform as specified herein. (civ) Any such election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a duly executed and properly completed Election Form during by the Election PeriodDeadline. Any Election Form may be revoked or changed by the person Person submitting itsuch Election Form, only by written notice received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, unless a subsequent properly completed Election Form is submitted and actually received by the Exchange Agent by the Election Deadline, the Vowel Shares represented by such Election Form will be deemed to be shall become No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion in consultation with Holdco and Vowel to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any reasonable good faith decisions decision of the Exchange Agent Holdco regarding such matters will shall be binding and conclusive. None Holdco shall have the right to make rules, not inconsistent with the terms of Parentthis Agreement, governing the validity and effectiveness of Election Forms and the manner and extent to which Election Forms are to be taken into account in making determinations by this Section 2.1. Neither Holdco, the Company or Vowel, Consonant nor the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form. (v) As soon as practicable after the Effective Time, the Exchange Agent shall effect the allocation among the holders of record of Vowel Common Stock immediately prior to the Effective Time of rights to receive the Vowel Consideration in the Vowel Merger in accordance with this Agreement and the properly completed and duly submitted Election Forms, unless the number of Cash Election Shares is greater than the number of Available Cash Election Shares, in which case: A. the Exchange Agent shall identify among all Eligible Cutback Persons, and, notwithstanding anything in such Eligible Cutback Person’s Election Form to the contrary, shall re-designate a number of each such Eligible Cutback Person’s Cash Election Shares as Stock Election Shares (the “Re-Designated Shares”) that is equal to the product (rounded up to the nearest whole number) derived from the following formula: (x) the Cutback Number, multiplied by (y) a fraction, the numerator of which is the number of such Eligible Cutback Person’s Cash Election Shares reflected in its Election Form, and the denominator of which is aggregate number of Cash Election Shares reflected in the Election Forms submitted by all Eligible Cutback Persons; B. each Stock Election Share, No Election Share and Re-Designated Share shall be converted into the right to receive the Vowel Per Share Stock Consideration, plus the Vowel Per Share Pre-Closing Tax Refund Consideration, plus the Contingent Value Right; and C. each Cash Election Share that is not a Re-Designated Share will be converted into the right to receive the Vowel Per Share Cash Consideration, plus the Vowel Per Share Pre-Closing Tax Refund Consideration, plus the Contingent Value Right. (vi) In the event the number of Cash Election Shares is equal to or less than the number of Available Cash Election Shares, (X) each Stock Election Share and each No Election Share shall be converted into the right to receive the Vowel Per Share Stock Consideration, plus the Vowel Per Share Pre-Closing Tax Refund Consideration and the Contingent Value Right, and (Y) each Cash Election Share shall be converted into the right to receive the Vowel Per Share Cash Consideration, plus the Vowel Per Share Pre-Closing Tax Refund Consideration and the Contingent Value Right.