Election Shares definition

Election Shares means any Shares issued to a Non-Employee Director pursuant to the election of such person to receive such Shares in lieu of cash compensation made in accordance with Section VIII.B.

Election Shares means any shares of Stock issued to a Non-Employee Director pursuant to the election of such person to receive such shares of Stock in lieu of cash compensation made in accordance with Section 8.2 herein.

Election Shares means all of the issued and outstanding shares of capital stock of Ahsuog Inc., a California corporation; Silver Xxxxxxx Xxxx Inc., a Delaware corporation; Modern Curriculum, Inc., a California corporation; Regents Publishing Co., Inc., a New York corporation; and Globe Xxxxxx Inc., a California corporation.

Examples of Election Shares in a sentence

• If Parent or the Paying Agent shall determine that any purported Election was not properly made, the shares subject to such improperly made Election shall be treated as No Election Shares.

• As soon as practicable after the Effective Time, the registered holders of Cash Election Shares shall be paid the cash to which they are entitled hereunder in respect of such Cash Election Shares.

• 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.

• If the Section 1.5(e) Cash Amount is equal or nearly equal (as determined by the Exchange Agent) to the Total Cash Amount, then subparagraphs (1) and (2) above shall not apply and all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration and all Stock Election Shares and No Election Shares shall be converted into the right to receive the Per Share Stock Consideration.

• Pending the grant of Election Shares hereunder, all compensation earned by a Non-Employee Director with respect to which an election to receive the grant of Election Shares pursuant to Section VIII.B has been made shall be the property of such director and shall be paid to him or her in cash in the event that Election Shares are not granted by the Company hereunder.

More Definitions of Election Shares

Election Shares has the meaning set forth in Section 3.1(b)(iii).

Election Shares means all of the issued and outstanding shares of capital stock of Ahsuog Inc., a California corporation; Silver Burdett Ginn Inc., a Delaware corporation; Modern Curriculum, Inc., a California corporation; Regents Publishing Co., Inc., a New York corporation; and Globe Fearon Inc., a California corporation.

Election Shares has the meaning specified in Section 4.1(f)(ii).

Election Shares means, with respect to any Eligible Series D Holder, a number of shares of Applicable Common Stock calculated as follows: (i) dividing Twenty Million Dollars ($20,000,000) by the Per Share Price, and then (ii) multiplying the number determined in clause (i) by a fraction, the numerator of which is the number of outstanding shares of Series D Convertible Preferred Stock registered in the name of such Eligible Series D Holder at the close of business on May 3, 2012, and the denominator of which is the total number of shares of Series D Convertible Preferred Stock outstanding at the close of business on May 3, 2012, and finally (iii) rounding the aggregate number determined in clause (ii) up or down, as applicable, to the nearest whole number of shares;

Election Shares means those shares of Holdings Common Stock, each with a nominal value of Ten Dollars ($10.00) per share, which are, at the recipient’s election pursuant to the Election Form, either Lockup Election Shares or Redeemable Election Shares.

Election Shares means those shares included in a Participant’s Diversifiable Shares that are subject to a Diversification Election.

Election Shares means any Shares issued to a Non-Employee Director