Cash Election Procedure Sample Clauses

Cash Election Procedure. (i) The Buyer and the Seller will each use its reasonable best efforts to cause a Form of Election to be mailed not less than thirty (30) days prior to the anticipated Effective Time to all holders of record of shares of Seller Common Stock as of the record date for the Seller Stockholders' Meeting (as hereinafter defined) and to all persons who become holders of Seller Common Stock during the period between the record date for the Seller Stockholders' Meeting and 5:00 p.m., New York time, on the date seven calendar days prior to the anticipated Effective Time and to make the Form of Election available to all persons who become holders of Seller Common Stock subsequent to such time. Elections will be made by holders of Seller Common Stock by mailing to the Exchange Agent a Form of Election. Holders of record of shares of Seller Common Stock who hold such shares as nominees, trustees or in other representative capacities (a "Representative") may submit multiple Forms of Election, provided that such Representative certifies that each such Form of Election covers all the shares of Seller Common Stock held by each Representative for a particular beneficial owner. To be effective, a Form of Election must be properly completed, signed and submitted to the Exchange Agent and accompanied by the certificates representing the shares of Seller Common Stock as to which the election is being made (or by an appropriate guarantee of delivery of such certificates as set forth in such Form of Election from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. ("NASD") or a bank, trust company, credit union, savings association, broker, dealer or other entity that is a member in good standing of the Securities Transfer Agent's Medallion Program, the NYSE Medallion Signature Guaranty Program or the Stock Exchange Medallion Program). The Buyer will have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The decision of the Buyer (or the Exchange Agent) in such matters will be conclusive and binding. Neither the Buyer nor the Exchange Agent will be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent will also make computations contemplated by this Section...

Cash Election Procedure. Each holder (or beneficial owner through appropriate and customary documentation and instructions) of outstanding Suites Common Shares shall have the right to submit a request specifying that such holder desires all such holder's Suites Common Shares to be converted into the right to receive Cash Consideration in the Merger instead of the Stock Consideration in accordance with the following procedure:

Cash Election Procedure. (a) As soon as reasonably practicable following the date of this Agreement, the Company and Buyer shall agree upon a form of election to be used in connection with a Cash Election (the “Form of Election”). The Form of Election shall permit an Electing Employee Stockholder to specify the number of shares of Common Stock (other than Company Restricted Stock) held by him or her with respect to which such Electing Employee Stockholder makes a Cash Election and shall otherwise be in such form and contain such provisions as the Company and Buyer shall mutually agree and consistent with this Agreement. The Company shall deliver the Form of Election to those of its Stockholders that are Electing Employee Stockholders as soon as reasonably practicable following agreement as to its form and content, and use commercially reasonable endeavors to deliver the Form of Election together with the Information Statement to be delivered by the Company pursuant to Section 7.1(b).

Cash Election Procedure