Allocation and Proration. To the extent necessary to satisfy the limitations in Section 3.01(g), within three business days after the Election Deadline, Purchaser shall cause the Exchange Agent to effect the allocation among holders of Seller Common Stock of rights to receive the Cash Consideration and the Stock Consideration as follows:
Allocation and Proration. (a) Notwithstanding anything in this Agreement to the contrary, the maximum number of shares of Company Common Stock which shall be converted into the right to receive cash in the Merger (other than pursuant to Partial Cash Elections and other than Dissenting Shares) shall be equal to the All Cash Election Number. The maximum number of shares of Company Common Stock to be converted into the right to receive Buyer Shares in the Merger (other than pursuant to Partial Cash Elections) shall be equal to the Stock Election Number.
Allocation and Proration. To the extent necessary to satisfy the limitations in Section 3.2(f), within three (3) business days after the Election Deadline, Univest shall cause the Exchange Agent to effect the allocation among holders of Fox Chase Common Stock of rights to receive the Cash Consideration and the Common Stock Consideration as follows:
Allocation and Proration. 9 SECTION 1.5 Exchange of Certificates ................................. 11 SECTION 1.6
Allocation and Proration. 6 ARTICLE 2
Allocation and Proration. The Sellers shall pro-rate rents, operating expenses, water and sewer charges, and other utilities and all prepaid assets and liabilities and assessments relating to the Designated Plants based upon the number of days on or prior to, and the number of days after, the Closing Date in the relevant period. The Sellers shall be responsible for all such amounts with respect to the Designated Plants for the portion of such periods that ends on the Closing Date, and the Purchaser shall be responsible for all such amounts in respect of the Designated Plants for the portion of such periods beginning after the Closing Date. To the extent any amounts to be pro-rated hereunder are not definitively known as of the Closing, the parties shall use their best estimate for purposes of calculating the amounts payable at the Closing, subject to true-up as appropriate and as soon as reasonably practicable when the final amounts are known. For the avoidance of doubt, notwithstanding the foregoing, Article 7, rather than this Section 1.5, shall exclusively apply for purposes of allocating the parties’ liability for Taxes. ARTICLE 2
Allocation and Proration. 9 SECTION 1.5 Exchange of Certificates ............................... 11 SECTION 1.6 Transfer Taxes; Withholding; Certain Stock ............. 14 SECTION 1.7 Lost Certificates ...................................... 14 SECTION 1.8
Allocation and Proration. In the case of the Forward Merger:
Allocation and Proration. To the extent necessary to satisfy the limitations in Section 3.2(f), within three (3) business days after the Election Deadline, Penns Xxxxx shall cause the Exchange Agent to effect the allocation among holders of Luzerne Common Stock of rights to receive the Cash Consideration and the Common Stock Consideration as follows:
Allocation and Proration. To the extent necessary to satisfy the limitations in Section 3.2(f), within three (3) Business Days after the Election Deadline, Mid Penn shall cause the Exchange Agent to effect the allocation among holders of Phoenix Common Stock of rights to receive the Cash Consideration and the Common Stock Consideration as follows:
