Cash Election. (a) In lieu of exercising the Option, by notice, Parent may require such Stockholder to make a cash payment to Parent in the amount (the "Cash Payment Amount") equal to the amount by which (A) the Market Price (as defined below) exceeds (B) the Per Share Cash Amount, multiplied by the sum of (i) the number of such Stockholder's Shares and (ii) the number of such Stockholder's New Shares. Upon receipt of such notice, the Stockholder shall be permitted to sell a sufficient number of Shares to pay the Cash Payment Amount, if Stockholder shall, within five business days of such notice, sell such Shares, provided that Stockholder shall use reasonable best efforts to achieve good execution and shall consult with Parent with respect to the manner of disposition. The term "
Cash Election. At the Effective Time, each Unit as to which a cash election has been made in accordance with the provisions of Section 2.5 hereof and has not been revoked, relinquished or lost pursuant to Section 2.5 hereof (the "Cash Election Units") shall be converted into and shall represent the right to receive $545 in cash (the "Cash Election Price"). As soon as practicable after the Effective Time, the registered holders of Cash Election Units shall be paid the cash to which they are entitled hereunder in respect of such Cash Election Units.
Cash Election. 1.11(a) Cash Election Shares.................................1.12(a) Cash Fraction........................................1.12(b) CERCLA...............................................2.10(a) Certificate of Merger ...............................
Cash Election. Holders of JCN Common Stock shall be provided with an opportunity to elect to receive cash consideration in lieu of receiving Highwoods Common Stock in the Merger, in accordance with the election procedures set forth below in this Section 3.2. Holders who are to receive cash in lieu of exchanging their shares of JCN Common Stock for Highwoods Common Stock as specified below shall receive $65 per share of JCN Common Stock in cash (the "Per Share Cash Consideration"). The amount determined by multiplying $65 by the number of Dissenting Shares shall be defined herein as the "Dissenting Share Amount." The aggregate Per Share Cash Consideration to be paid in the Merger, plus the Dissenting Share Amount, shall be limited to 40% of the aggregate consideration paid in exchange for shares of JCN Common Stock and shall be defined herein as the "Cash Amount." A form for use by JCN shareholders to elect to receive cash and other appropriate and customary transmittal material (which shall specify that delivery shall be effected only upon proper delivery of the certificates theretofore representing JCN Common Stock ("Old Certificates") to an exchange agent designated by Highwoods (the "Exchange Agent")) in such form as Highwoods and JCN shall mutually agree ("Election Form") shall be mailed concurrently with the mailing of the Proxy Statement required by Section 8.1 hereof, or on such other date as Highwoods and JCN shall mutually agree ("Mailing Date") to each holder of record of JCN Common Stock on the record date ("Record Date") for the JCN shareholders entitled to vote at the shareholders meeting to approve the Merger as required by Section 8.1 (the "JCN Shareholders Meeting"). Each Election Form shall permit a holder (or the beneficial owner through appropriate and customary documentation and instructions) of JCN Common Stock to elect to receive cash with respect to all or a portion of such holder's JCN Common Stock. Any shares of JCN Common Stock with respect to which the holder (or the beneficial owner, as the case may be) elects to receive cash and does not dissent shall be referred to herein as the "Cash Election Shares." Any shares of JCN Common Stock with respect to which the holder (or the beneficial owner, as the case may be) either does not submit an Election Form or does not elect to receive cash and does not dissent, shall be collectively referred to herein as "Stock Election Shares." Any of the elections set forth in the foregoing paragraph shall have b...
Cash Election. At the Effective Time, subject to Section 2.7.1 hereof, each PSP11 Share as to which a cash election has been made in accordance with the provisions of Section 2.6 hereof and has not been revoked, relinquished or lost pursuant to Section 2.6 hereof (a "Series A Cash Election Share") shall be converted into and shall represent the right to receive $20.50
Cash Election. For each Company Share with respect to which an election to receive cash (a “Cash Election”) has been properly made and not revoked pursuant to Section 2.08 (each, a “Cash Electing Share”), the holder shall receive an amount in cash, without interest, equal to the Maximum Per Share Cash Dividend; provided, that if the Maximum Per Share Cash Dividend multiplied by the aggregate number of Cash Electing Shares exceeds the Aggregate Cash Dividend Amount, then each Cash Electing Share shall instead receive (A) an amount in cash, without interest, equal to the quotient (rounded down to the nearest $0.01) of the Aggregate Cash Dividend Amount divided by the aggregate number of Cash Electing Shares (the “Prorated Per Share Cash Dividend”) and (B) the Excess Stock Dividend.
Cash Election. Subject to the immediately following sentence, each record holder of Company Common Shares immediately prior to the Effective Time shall be entitled to elect to receive cash for all or any part of such holder's Company Common Shares (a "CASH ELECTION"). Notwithstanding the foregoing and subject to Section 3.1(j), the aggregate number of Company Common Shares that may be converted into the right to receive cash in the Merger (the "CASH ELECTION NUMBER") shall be no greater than (i) 28 million, minus (ii) the number of Company Common Shares purchased in the Offer, minus (iii) any Dissenting Shares, minus (iv) any Company Common Shares acquired by Tribune or any of its Wholly-Owned Subsidiaries following consummation or expiration of the Offer and prior to the Effective Time. Cash Elections shall be made on a form designed for that purpose (a "FORM OF ELECTION"). A holder of record of Company Common Shares who holds such Company Common Shares as nominee, trustee or in another representative capacity (a "SHARES REPRESENTATIVE") may submit multiple Forms of Election; PROVIDED, that such Shares Representative certifies that each such Form of Election covers all the Company Common Shares held by such Shares Representative for a particular beneficial owner.
Cash Election. Subject to the immediately following sentence, each record holder of shares of Company Common Stock immediately prior to the Effective Time shall be entitled to elect to receive cash for all or any part of such holder's shares of Company Common Stock (a "Cash Election"). Notwithstanding the foregoing and subject to Section 2.1(l), the aggregate number of shares of Company Common Stock that may be converted into the right to receive cash in the Merger (the "Cash Election Number") plus any Dissenting Shares shall be 55% of the total number of shares of Company Common Stock issued and outstanding as of the Effective Time. Cash Elections shall be made on a form designed for that purpose (a "Form of Election"). A holder of record of shares of Company Common Stock who holds such shares as nominee, trustee or in another representative capacity (a "Representative") may submit multiple Forms of Election, provided that such Representative certifies that each such Form of Election covers all the shares of Company Common Stock held by such Representative for a particular beneficial owner.
Cash Election. Subject to the immediately following sentence, each record holder of shares of Company Common Stock immediately prior to the Effective Time shall be entitled to elect to receive cash for all or any part of such holder's shares of Company Common Stock (a "Cash Election"). Notwithstanding the foregoing and subject to Section 2.01(l), the aggregate number of shares of Company Common Stock that may be converted into the right to receive cash in the Merger (the "Cash Election Number") will be 55% of the total number of shares of Company Common Stock issued and outstanding as of the close of business on the third trading day prior to the Effective Time. Cash Elections shall be made on a form designed for that purpose (a "Form of Election"). A holder of record of shares of Company Common Stock who holds such shares as nominee, trustee or in another representative capacity (a "Representative") may submit multiple Forms of Election, provided that such Representative certifies that each such Form of Election covers all the shares of Company Common Stock held by such Representative for a particular beneficial owner.
Cash Election. Subject to the immediately following sentence, each record holder of shares of Company Common Stock immediately prior to the Merger Effective Time shall be entitled to elect to receive Cash Consideration for all or any part of such Company Common Stock (a "Cash Election"). Notwithstanding the foregoing, the aggregate amount of Cash Consideration to be paid in the Merger shall be $1,015,000,000 (the "Cash Amount"). As used in this Agreement, the "Cash Election Number" shall mean the aggregate number of shares of Company Common Stock converted into the right to receive Cash Consideration in the Merger, which shall equal the Cash Amount divided by the Per Share Amount; provided that Newco reserves the right in its sole discretion to increase the Cash Election Number to more closely follow the actual elections of the Company's shareholders (but not to a number which is greater than the number of shares of Company Common Stock in respect of which a valid Cash Election has been made).
