Common use of Right to make Clause in Contracts

Right to make. Each Person who, on or prior to the Election Date, is a record holder of shares of Seller Common Stock shall be entitled, with respect to all or any portion of such Person’s shares, other than Seller Treasury Shares and Dissenting Shares, to make an unconditional election (a “Stock Election”) on or prior to such Election Date to receive Company Common Stock for such holder’s shares of Seller Common Stock, on the basis hereinafter set forth; provided, however, that, unless the nominee advises the Exchange Agent otherwise in writing, each of the beneficial owners of shares held of record by a bank, trust company, broker, dealer or other recognized nominee (including, for these purposes, shares allocated to participants’ accounts under any Seller Benefit Plans) shall be treated as a separate record holder and either directly or through such nominee may submit a separate Form of Election for shares that are beneficially owned by such beneficial owner.