Full Cash Alternative definition

Full Cash Alternative means the alternative whereby eligible Cambian Shareholders may elect, subject to having submitted a valid Form of Election, to receive cash instead of the cash and the New CareTech Shares to which they would otherwise be entitled to receive under the Scheme in accordance with the Headline Offer, as described in, and subject to the terms of paragraph 6 of this Announcement
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Examples of Full Cash Alternative in a sentence

  • In connection with the financing of the cash consideration payable under the terms of the Transaction (including the cash consideration payable in respect of the Full Cash Alternative) and the refinancing of its existing banking facilities, CareTech has entered into new banking facilities with Lloyds Bank plc and National Westminster Bank Plc as mandated lead arrangers and with Lloyds Bank plc and NatWest Markets plc as bookrunners and underwriters.

  • Cambian Shareholders may elect to receive the Full Cash Alternative in respect of any or all of their Cambian Shares.

  • The Full Cash Alternative represents a premium of approximately: (a) 28 per cent.

  • The Full Cash Alternative values the entire issued and to be issued ordinary share capital of Cambian on a fully diluted basis at approximately £354 million and approximately £271 million on an enterprise value basis.

  • All elections under the Full Cash Alternative will be satisfied in full.

  • There will be a Full Cash Alternative pursuant to which Cambian Shareholders can elect to receive all cash consideration for each Cambian Share held at the Scheme Record Time instead of the cash and the New CareTech Shares to which they would otherwise be entitled under the terms of the Headline Offer.

  • Elections under the Full Cash Alternative will not affect the entitlements of those Cambian Shareholders who do not make such elections.

  • The availability of the Transaction and the New CareTech Shares, to be issued and allotted under the Transaction, to persons who are not resident in, and the distribution of this Announcement to persons who are not resident in, the United Kingdom (including the ability to make valid elections for the Full Cash Alternative) may be affected by the laws of the relevant jurisdiction in which such persons are located.

  • The Full Cash Alternative is conditional upon the Scheme becoming Effective.

  • Each Cambian Shareholder will need to determine whether they should accept the Headline Offer or elect for the Full Cash Alternative depending on their own personal circumstances.

Related to Full Cash Alternative

  • Share Termination Alternative If applicable, Dealer shall deliver to Counterparty the Share Termination Delivery Property on, or within a commercially reasonable period of time after, the date when the relevant Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) and 6(e) of the Agreement, as applicable, in satisfaction of such Payment Obligation in the manner reasonably requested by Counterparty free of payment. Share Termination Delivery Property: A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.

  • Alternative The provisions of Paragraph 4 will apply.

  • Solar alternative compliance payment or "SACP" means a

  • alternative fuels means fuels or power sources which serve, at least partly, as a substitute for fossil oil sources in the energy supply to transport and which have the potential to contribute to its decarbonisation and enhance the environmental performance of the transport sector, including:

  • Least restrictive alternative means the treatment and conditions of treatment which, separately and in combination, are no more intrusive or restrictive of freedom than reasonably necessary to achieve a substantial therapeutic benefit to the minor, or to protect the minor or others from physical injury;

  • Alternative program means a non-disciplinary monitoring or practice remediation process approved by a physical therapy licensing board. This includes, but is not limited to, substance abuse issues.

  • Alternative living arrangement means a structure in which households live in distinct bedrooms, yet share kitchen and plumbing facilities, central heat and common areas. Alternative living arrangements include, but are not limited to: transitional facilities for the homeless; Class A, B, C, D and E boarding homes as regulated by the State of New Jersey Department of Community Affairs; residential health care facilities as regulated by the New Jersey Department of Health; group homes for the developmentally disabled and mentally ill as licensed and/or regulated by the New Jersey Department of Human Services; and congregate living arrangements.

  • alternative plan means a group RRSP, including the BCTF Plan, which was entered into prior to the coming into force of this Article, and which is still in effect as of that date.

  • Alternative Diesel Fuel means any fuel used in a CI engine that is not commonly or commercially known, sold, or represented by the supplier as diesel fuel No. 1-D or No. 2-D, pursuant to the specifications in ASTM D975-81, “Standard Specification for Diesel Fuel Oils,” as modified in May 1982, which is incorporated herein by reference, or an alternative fuel, and does not require engine or fuel system modifications for the engine to operate, although minor modifications (e.g., recalibration of the engine fuel control) may enhance performance. Examples of alternative diesel fuels include, but are not limited to, biodiesel that does not meet the definition of CARB diesel fuel; Fischer-Tropsch fuels; emulsions of water in diesel fuel; and fuels with a fuel additive, unless:

  • Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.

  • Alternative fuel means natural gas, propane, ethanol, methanol, gasoline (when used in hybrid electric mobile cargo handling equipment only), hydrogen, electricity, fuel cells, or advanced technologies that do not rely on diesel fuel. "Alternative fuel" also means any of these fuels used in combination with each other or in combination with other non-diesel fuel.

  • Alternative method means any method of sampling and analyzing for an air pollutant that is not a reference or equivalent method but that has been demonstrated to the satisfaction of the commissioner and the U.S. EPA to, in specific cases, produce results adequate for a determination of compliance.

  • Alternative school means an environment established apart from the regular educational program and that includes policies and rules, staff, and resources designed to accommodate student needs and to provide a comprehensive education consistent with the student learning goals and content standards established by the school district or by the school districts participating in a consortium. Students attend by choice.

  • Alternative Investment Vehicle means an entity created in accordance with the Operative Documents of a Borrower to make investments and that has the right to call on Capital Commitments directly from Investors.

  • Alternative Stock Exchange means at any time, in the case of the Ordinary Shares, if they are not at that time listed and traded on the ASX, the principal stock exchange or securities market on which the Ordinary Shares are then listed or quoted or dealt in;

  • Alternate Transaction shall have the meaning assigned to such term in Section 6.7(iii) hereof.

  • Alternative Payment Mechanism means, with respect to any securities or combination of securities (together in this definition, “such securities”), provisions in the related transaction documents requiring the Corporation to issue (or use commercially reasonable efforts to issue) one or more types of APM Qualifying Securities raising eligible proceeds at least equal to the deferred Distributions on such securities and apply the proceeds to pay unpaid Distributions on such securities, commencing on the earlier of (x) the first Distribution Date after commencement of a deferral period on which the Corporation pays current Distributions on such securities and (y) the fifth anniversary of the commencement of such deferral period, and that

  • Alternative investment means an investment in a private equity fund, venture fund, hedge fund, or absolute return fund.

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Approved Source means Cisco or a Cisco authorized reseller, distributor or systems integrator.

  • alternative maximum council tax reduction means the amount determined in accordance with paragraph 31 and Schedule 4;

  • the Scottish Infected Blood Support Scheme means the scheme of that name administered by the Common Services Agency (constituted under section 10 of the National Health Service (Scotland) Act 1978(b));

  • Going Private Transaction means a transaction involving the purchase of Company securities described in Rule 13e-3 to the Securities and Exchange Act of 1934.

  • Incentive Distribution Right means a non-voting Limited Partner Interest issued to the General Partner, which Partnership Interest will confer upon the holder thereof only the rights and obligations specifically provided in this Agreement with respect to Incentive Distribution Rights (and no other rights otherwise available to or other obligations of a holder of a Partnership Interest). Notwithstanding anything in this Agreement to the contrary, the holder of an Incentive Distribution Right shall not be entitled to vote such Incentive Distribution Right on any Partnership matter except as may otherwise be required by law.

  • Option Exchange Program means a program whereby outstanding Options are surrendered in exchange for Options with a lower exercise price.