Common use of Form of Election Clause in Contracts

Form of Election. Cash Elections shall be made by record holders of Common Shares by mailing to the Paying Agent a Form of Election. To be effective, a Form of Election must be properly completed, signed and submitted to the Paying Agent and accompanied by the certificates representing the Common Shares as to which the election is being made (or by an appropriate guarantee of delivery of such certificate signed by a trust company in the United States or a member of a registered national securities exchange or the National Association of Securities Dealers, Inc. (the "NASD")). PennCorp will have the discretion, which it may delegate in whole or in part to the Paying Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The decision of PennCorp (or the Paying Agent) in such matters shall be conclusive and binding. Neither PennCorp nor the Paying Agent will be under any obligation to notify any person of any defect in a Form of Election submitted to the Paying Agent. The Paying Agent shall also make all computations contemplated by this Section 1.9 and all such computations shall be conclusive and binding on the holders of Common Shares.