Cash and Stock Elections. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to certificates shall pass, only upon proper delivery of such certificates to Computershare, Inc., as Horizon’s stock transfer agent (the “Exchange Agent”)) in such form as designated by Horizon and the Exchange Agent, and in such form as reasonably acceptable to LPB (the “Election Form”), shall be mailed prior to the anticipated Closing Date on such date as LPB and Horizon shall mutually agree upon (the “Mailing Date”) to each holder of record of LPB Common Stock as of five (5) business days prior to the Mailing Date. Each Election Form shall permit the holder of record of LPB Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares of LPB Common Stock (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares of LPB Common Stock (a “Stock Election”), (iii) elect to receive Stock Consideration for a portion of such holder’s LPB Common Stock and Cash Consideration for the remaining portion of such holder’s LPB Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided, however, that, notwithstanding any other provision of this Agreement to the contrary, 65% of the outstanding shares of LPB Common Stock (the “Stock Conversion Number”) shall be converted into the Stock Consideration and the remaining shares of LPB Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the Cash Consideration (the “Cash Consideration Number”). Shares of LPB Common Stock as to which a Cash Election (including as part of a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of LPB Common Stock as to which a Stock Election (including as part of a Mixed Election) has been made are referred to herein as “Stock Election Shares.” Shares of LPB Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of LPB Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”
Appears in 2 contracts
Samples: Merger Agreement (LaPorte Bancorp, Inc.), Agreement and Plan of Merger (Horizon Bancorp /In/)
Cash and Stock Elections. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to certificates shall pass, only upon proper delivery of such certificates to Computershare, Inc., American Stock Transfer & Trust Co. or such other designated third-party exchange agent mutually agreed upon by First Financial and HopFed (referred to when acting in such capacity as Horizon’s stock transfer agent (the “Exchange Agent”)) in such form as designated by Horizon First Financial and the Exchange Agent, and in such form as reasonably acceptable to LPB Agent (the “Election Form”), shall be mailed prior to along with the anticipated Closing Date on such date Prospectus/Proxy Statement (as LPB and Horizon shall mutually agree upon (the “Mailing Date”defined in Section 3.4) to each holder of record of LPB HopFed Common Stock as of five (5) business days prior to the Mailing Daterecord date for the HopFed Shareholder Meeting. Each Election Form shall permit the holder of record of LPB HopFed Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares of LPB HopFed Common Stock (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares of LPB HopFed Common Stock (a “Stock Election”), or (iii) elect to receive Stock Consideration for a portion of such holder’s LPB Common Stock and Cash Consideration for the remaining portion of such holder’s LPB Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided, however, that, notwithstanding any other provision of this Agreement to the contrary, 65% but subject to Section 1.5(f), no more than fifty percent (50%) of the outstanding shares of LPB HopFed Common Stock (the “Stock Conversion Number”) shall be converted into the Stock Consideration and the remaining shares of LPB HopFed Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the Cash Consideration (the “Cash Consideration Number”). Shares of LPB HopFed Common Stock as to which a Cash Election (including as part of a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of LPB HopFed Common Stock as to which a Stock Election (including as part of a Mixed Election) has been made are referred to herein as “Stock Election Shares.” Shares of LPB HopFed Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of LPB HopFed Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”
Appears in 2 contracts
Samples: Merger Agreement (Hopfed Bancorp Inc), Merger Agreement (First Financial Corp /In/)
Cash and Stock Elections. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to certificates shall pass, only upon proper delivery of such certificates to ComputershareBroadridge Corporate Issuer Solutions, Inc., as HorizonFNWD’s stock transfer agent (the “Exchange Agent”)) in such form as designated by Horizon FNWD and the Exchange Agent, and in such form as reasonably acceptable to LPB RYFL (the “Election Form”), shall be mailed prior to the anticipated Closing Date on such date as LPB RYFL and Horizon FNWD shall mutually agree upon (the “Mailing Date”) to each holder of record of LPB RYFL Common Stock as of on the date which is five (5) business days prior to the Mailing Date, other than the Odd-Lot Holders. FNWD shall be solely responsible for the payment of any fees and expenses of the Exchange Agent. Each Election Form shall permit the holder of record of LPB RYFL Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares of LPB RYFL Common Stock (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares of LPB RYFL Common Stock (a “Stock Election”), (iii) elect to receive Stock Consideration for a portion of such holder’s LPB RYFL Common Stock and Cash Consideration for the remaining portion of such holder’s LPB RYFL Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided, however, that, notwithstanding any other provision of this Agreement to the contrary, 65% of the outstanding shares of LPB Common Stock (the “Stock Conversion Number”) Number shall be converted and exchanged into the Stock Consideration Consideration, and the remaining shares of LPB Common Stock issued and outstanding immediately prior to the Effective Time Cash Conversion Number shall be converted and exchanged into the Cash Consideration (the “Cash Consideration Number”)Consideration. Shares of LPB RYFL Common Stock as to which a Cash Election (including as part of a Mixed Election) has been made made, and shares which are held by Odd-Lot Holders, are referred to herein as “Cash Election Shares.” Shares of LPB RYFL Common Stock as to which a Stock Election (including as part of a Mixed Election) has been made are referred to herein as “Stock Election Shares.” Shares of LPB RYFL Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of LPB RYFL Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”
Appears in 1 contract
Samples: Merger Agreement (Finward Bancorp)
Cash and Stock Elections. An election (i) Parent will prepare a form and other appropriate and customary transmittal materials (of election, which shall specify that delivery shall form will be effected, and risk subject to the reasonable approval of loss and title to certificates shall pass, only upon proper delivery of such certificates to Computershare, Inc., as Horizon’s stock transfer agent the Company (the “Exchange Agent”"Election Form")) in such form as designated , to be mailed by Horizon and the Exchange Agent, and in such form as reasonably acceptable Company to LPB the record holders of Company Preferred Stock together with the materials soliciting the vote of those holders on the Merger (the “Election Form”), shall be mailed prior to the anticipated Closing Date on such date as LPB and Horizon shall mutually agree upon (the “"Mailing Date”").
(ii) to each holder of record of LPB Common Stock as of five (5) business days prior to the Mailing Date. Each Election Form shall permit the holder of record of LPB Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions appropriate and documentationcustomary documentation and instructions) of Company Preferred Stock to make an unconditional election (an "Election") to receive (isubject to the adjustment procedures set forth below) elect to receive one of the Cash Consideration following in exchange for all or a portion of such holder’s shares of LPB Common Stock 's Company Preferred Stock: (a “Cash Election”), (iiA) elect to receive the Stock Consideration for all or a portion of such holder’s shares of LPB Common Stock (a “Stock Election”), (iii) elect to receive Stock Consideration for a portion of such holder’s LPB Common Stock and Cash Consideration for the remaining portion of such holder’s LPB Common Stock (the “Cash/Stock Consideration”) cash (an election to receive the Cash/Stock Consideration is cash being referred to herein as a “Mixed "Cash Election”"), or (ivB) make Parent Common Stock (an election to receive Parent Common Stock being referred to herein as a "Stock Election"); provided that the Election Form will enable the holder to specify that certain of such holder's shares of Company Preferred Stock shall be subject to a Cash Election and other of such holder's shares of Company Preferred Stock shall be subject to a Stock Election. Holders of record of Company Preferred Stock who hold such Company Preferred Stock as nominees, trustees or in other representative capacities (a "Representative") may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares held by such Representative for a particular beneficial owner.
(iii) Any Election will have been validly made only if the Company receives, no election later than the deadline established for the Company's receipt of the holder's vote with respect to the receipt approval of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided, however, that, notwithstanding any other provision of this Agreement to the contrary, 65% of the outstanding shares of LPB Common Stock Merger (the “Stock Conversion Number”) shall be converted into the Stock Consideration and the remaining shares of LPB Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the Cash Consideration (the “Cash Consideration Number”"Election Deadline"). Shares of LPB Common Stock as to which a Cash Election (including as part of a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of LPB Common Stock as to which a Stock Election (including as part of a Mixed Election) has been made are referred to herein as “Stock Election Shares.” Shares of LPB Common Stock as to which no election has been made (or as to which , an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of executed by such holder accompanied by the certificates for the shares of LPB Common Company Preferred Stock with respect to which such Election Form relates, or by an appropriate guarantee of delivery of such certificates from a member of any registered national securities exchange or a commercial bank or trust company in the United States as set forth in such Election Form or by an affidavit of lost certificate, including any suitable bond or indemnity that may be reasonably required by Parent.
(iv) Any holder of Company Preferred Stock may change such holder's election by delivering a new properly completed and signed Election has been made is referred Form to herein as the “Stock Company by the Election Number.”Deadline. All Election Forms automatically will be revoked if this
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Peoplesoft Inc)
Cash and Stock Elections. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to certificates Certificates shall pass, only upon proper delivery of such certificates Certificates to Computershare, Inc., as Horizon’s a stock transfer agent agent, bank or trust company designated by Merchants and reasonably satisfactory to NUVO (the “"Exchange Agent”")) in such form as designated by Horizon NUVO and the Exchange Agent, and in such form as reasonably acceptable to LPB Merchants shall mutually agree (the “"Election Form”"), shall be mailed no less than forty (40) Business Days prior to the anticipated Closing Date on or such other date as LPB NUVO and Horizon Merchants shall mutually agree upon (the “"Mailing Date”") to each holder of record of LPB NUVO Common Stock as of five (5) business days Business Days prior to the Mailing Date. Each Election Form shall permit the holder of record of LPB NUVO Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s 's shares of LPB Common Stock (a “"Cash Election”"), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s 's shares of LPB Common Stock (a “"Stock Election”), (iii) elect to receive Stock Consideration for a portion of such holder’s LPB Common Stock and Cash Consideration for the remaining portion of such holder’s LPB Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”"), or (iviii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “"Non-Election”"); provided, however, that, notwithstanding any other provision of this Agreement to the contrary, 65% of the outstanding but subject to Section 2.06(d), no more than 2,140,829 shares of LPB NUVO Common Stock (the “"Stock Conversion Number”") shall be converted into the Stock Consideration and the remaining shares of LPB NUVO Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the Cash Consideration (the “"Cash Consideration Number”"). For avoidance of doubt, the number of shares of NUVO Common Stock constituting the Stock Conversion Number as specified in this Section 2.06(a) shall not be increased by virtue of the issuance of additional shares of NUVO Common Stock after the date of this Agreement pursuant to the exercise of Options or Warrants or otherwise. Shares of LPB NUVO Common Stock as to which a Cash Election (including as part of a Mixed Election) has been made are referred to herein as “"Cash Election Shares.” " Shares of LPB NUVO Common Stock as to which a Stock Election (including as part of a Mixed Election) has been made are referred to herein as “"Stock Election Shares.” " Shares of LPB NUVO Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “"Non-Election Shares.” " The aggregate number of shares of LPB NUVO Common Stock with respect to which a Stock Election has been made is referred to herein as the “"Stock Election Number.”"
Appears in 1 contract
Cash and Stock Elections. An Subject to the election form and other allocation procedures set forth in this Section 2.7, the limitations imposed by the Cash Consideration Cap and the Stock Consideration Cap and the agreements to make Stock Elections set forth in Section 2.7(e), each record holder (or beneficial owner through appropriate and customary transmittal materials (which shall specify that delivery shall be effected, documentation and risk instructions) of loss and title to certificates shall pass, only upon proper delivery shares of such certificates to Computershare, Inc., as Horizon’s stock transfer agent (the “Exchange Agent”)) in such form as designated by Horizon and the Exchange Agent, and in such form as reasonably acceptable to LPB (the “Election Form”), shall be mailed Company Common Stock immediately prior to the anticipated Closing Date on such date as LPB Effective Time and Horizon shall mutually agree upon (the “Mailing Date”) to each holder of record of LPB Common Stock as of five (5a Company Option that has become an Exchanged Option in accordance with Section 6.12(b) business days prior to the Mailing Date. Each Election Form shall permit the holder of record of LPB Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to be entitled to:
(i) elect to receive the Cash Merger Consideration for all or (A) in respect of each such share of Company Common Stock and (B) in respect of each Exchanged Option (on a portion net basis, taking into account the exercise price of such holder’s shares of LPB Common Stock Exchanged Option) entirely in cash (a “Cash Election”), ,
(ii) elect to receive the Merger Consideration (A) in respect of each such share of Company Common Stock Consideration for all or and (B) in respect of each Exchanged Option (on a portion net basis, taking into account the exercise price of such holder’s Exchanged Option) entirely in shares of LPB Parent Common Stock (a “Stock Election”), or
(iii) elect to receive Stock Consideration for a portion of indicate that such holder’s LPB Common Stock and Cash Consideration for the remaining portion of such holder’s LPB Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to holder has no preference as a “Mixed Election”), or (iv) make no election with respect to the receipt of the Cash Consideration cash or the shares of Parent Common Stock Consideration with respect to such shares of Company Common Stock or Exchanged Options (a “Non-Election;” and any Cash Election, Stock Election or Non-Election shall be referred to herein generally as an “Election”); provided, however, thatthat no holder of Dissenting Shares shall be entitled to make an Election, notwithstanding any other provision and, provided further, that the election made by each holder shall apply to all shares of this Agreement Company Common Stock and all Exchanged Options held by each holder (except that a holder of Dissenting Shares who withdraws or waives such holder’s dissent pursuant to Section 262 of the DGCL shall be entitled to make an Election). All such Elections shall be made on a form furnished by Parent for that purpose (a “Form of Election”) reasonably satisfactory to the contrary, 65% Company. If more than one Certificate shall be surrendered in accordance with Section 2.8(c) and/or more than one Company Option that has become an Exchanged Option in accordance with Section 6.12(b) for the account of the outstanding same holder, the number of shares of LPB Parent Common Stock (Stock, if any, to be issued to such holder in exchange for the “Stock Conversion Number”Certificates and Exchanged Options that have been surrendered and/or exchanged in accordance with Section 2.8(c) and Section 6.12(b) shall be converted into computed on the Stock Consideration and basis of the remaining shares of LPB Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the Cash Consideration (the “Cash Consideration Number”). Shares of LPB Common Stock as to which a Cash Election (including as part of a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of LPB Common Stock as to which a Stock Election (including as part of a Mixed Election) has been made are referred to herein as “Stock Election Shares.” Shares of LPB Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of LPB Company Common Stock with respect to which represented by all such Certificates and Exchanged Options surrendered and/or exchanged for the account of such holder. Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities may submit multiple Forms of Election, provided that such nominee, trustee or representative certifies that each such Form of Election covers all shares of Company Common Stock held for a Stock Election has been made is referred to herein as the “Stock Election Numberparticular beneficial owner.”
Appears in 1 contract
Samples: Merger Agreement (Navteq Corp)