1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

Home Browse Search

trust company mutually acceptable to the Company and Parent) to act as exchange agent (the "Exchange A2:ent") for the payment ofthe Consideration. G) Making of Elections. Elections shall be made by holders of snares of Company Common Stock by delivering the Form of Election to the Exchange Agent. -To be effective, a Form of Election must be properly completed, signed and submitted to the Exchange Agent by no later than 5:00 p.m. (New York City time) on the last Business Day prior to the Company Shareholders' Meeting, if the Effective Time is reasonably expected by the Company and Parent to occur at least three but no more than five Business Days following such Company Shareholders' Meeting (the "Election Deadline") (provided that if the Effective Time is not reasonably expected to occur at least three but no more than five Business Days following the Company Shareholders' Meeting, Parent and the Company shall agree to a later date and time, reasonably expected to be at least four Business Days prior to the Effective Time as the Election Deadline (and shall reset such date if necessary so that the Election Deadline is at least three Business Days before the Effective Time) and shall publish appropriate advance notice of such Election Deadline). Parent will have the discretion, which it may delegate in whole or in part to the Exchange 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 good faith decision of Parent (or the Exchange Agent) in such matters shall be conclusive and binding. Neither Parent nor the Exchange Agent will be under any obligation to notifY any Person of any defect in a Form of Election submitted to the Exchange Agent. A Form of Election with respect to Dissenting Shares shall not be valid. The Exchange Agent shall also make all computations contemplated by this Section 2.2 and all such computations shall be conclusive and binding on the holders of shares of Company Common Stock in the absence of manifest error. Any Form of Election may be changed or revoked prior to the Election Deadline. (k) Failed or Defective Elections. For the purposes hereof, a holder of shares of Company Common Stock who does not submit a Form of Election which is received by the Exchange Agent prior to the Election Deadline (including a holder who submits and then revokes his or her Form of Election and does not resubmit a Form of Election which is timely received by the Exchange Agent) shall be deemed to have made a Non-Election. If any Form of Election is defective in any manner such that the Exchange Agent cannot reasonably determine the election preference of the shareholder submitting such Form of Election, the purported Cash Election or Stock Election set forth therein shall be deemed to be of no force and effect and the shareholder making such purported Cash Election or Stock Election shall, for purposes hereof, be deemed to have made a Non-Election. (1) DelivervofForms of Election. A Form of Election shall be included with or mailed contemporaneously with each copy of the Proxy Statement mailed to shareholders of the Company in connection with the Company Shareholders' Meeting. Each of Parent and the Company shall use its reasonable best efforts to mail or otherwise make available the Form of Election to all persons who become holders of shares of Company Common Stock during the period between the record date for the Company Shareholders' Meeting and the Election Deadline. ATI/90584-8 6