Cash Election Procedures Sample Clauses

Cash Election Procedures. (a) If the Average Price is less than $38.70, Qwest upon written notice (a "Cash Alternative Notice") to U S WEST not more than two days prior to the Effective Time shall have the right to elect (the "Qwest Cash Election") to pay a portion of the Merger Consideration in cash (in lieu of shares of Qwest Common Stock) (the "Cash True-Up"), subject to agreement by U S WEST and Qwest as to the amount of cash as set forth below.
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Cash Election Procedures. (a) Subject to Section 1.6(b), each record holder of ITI Common Stock at the close of business on the business day immediately preceding the ITI Stockholder Meeting (as defined in Section 5.1) will be entitled to elect to receive cash for all or some of the shares of ITI Common Stock ("Cash Election Shares") held by such record holder. All such elections (each an "Election") shall be made on a form designated for that purpose by ITI and reasonably acceptable to SLC (an "Election Form") and in accordance with all applicable laws. Any shares of ITI Common Stock with respect to which the record holder thereof shall not, as of the Election Deadline (as defined below), have properly submitted to the Exchange Agent (as defined below) a properly completed Election Form shall be deemed not to have elected to receive cash pursuant to Section 1.5(b) and this Section 1.6. A record holder acting in different capacities or acting on behalf of other persons in any way shall be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each person for which it so acts. The exchange agent (the "Exchange Agent") shall be Norwest Bank, N.A., or other reputable bank or trust company jointly selected by ITI and SLC.
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Cash Election Procedures. (a) Subject to Section 1.6(b), each record holder of ITI Common Stock immediately prior to the Effective Time will be entitled to elect to receive cash for all or some of the shares of ITI Common Stock ("Cash Election Shares") held by such record holder. All such elections (each an "Election") shall be made on a form designated for that purpose by ITI and reasonably acceptable to SLC (an "Election Form") and in accordance with all applicable laws. Any shares of ITI Common Stock with respect to which the record holder thereof shall not, as of the Election Deadline (as defined below), have properly submitted to the Exchange Agent (as defined below) a properly completed Election Form shall be deemed not to have elected to receive cash pursuant to Section 1.5(b) and this Section 1.6. A record holder acting in different capacities or acting on behalf of other persons in any way shall be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each person for which it so acts. The exchange agent (the "Exchange Agent") shall be Norwest Bank, N.A., or other reputable bank or trust company jointly selected by ITI and SLC.
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Cash Election Procedures. On or prior to the Election Date (as defined below), each Company Stockholder holding Company Stock and entitled to receive Merger Consideration pursuant to Section 2.3 shall, subject to the terms and conditions of any agreement between the Company and such Company Stockholder, be entitled to choose whether to make a Cash Election by complying with the procedures set forth in this Section 2.6.
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Cash Election Procedures. Each Person who, on or prior to the Election Date, is a record holder of shares of Bank Common Stock shall be entitled, with respect to all or any portion of such Person’s shares, to make an unconditional election (a “Cash Election”) on or prior to such Election Date to receive cash for such holder’s shares of Bank Common Stock, on the basis hereinafter set forth, provided, however, that, unless the nominee advises the Exchange Agent otherwise in writing, each of the beneficial owners of shares held of record by a bank, trust company, broker, dealer or other recognized nominee (including, for these purposes, shares allocated to participants’ accounts under any of Bank’s Benefit Plans), shall be treated as a separate record holder and either directly or through such nominee may submit a separate Form of Election for shares that are beneficially owned by such beneficial owner.
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Cash Election Procedures 
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Related to Cash Election Procedures

  • Election Procedures Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures:

  • Election Procedure (a) Each person who, on or prior to the Election Date, is a registered holder of Shares, other than Excluded Shares, shall be entitled to specify the number of such holder’s Shares with respect to which such holder makes a Mixed Election, a Cash Election or a Stock Election by complying with the procedures set forth in this Section 4.3.

  • Election and Proration Procedures (a) 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 the certificates theretofore representing Seller Stock shall pass only upon delivery of such certificates to the Exchange Agent) in such form as Company and Seller shall mutually agree (“Election Form”) shall be mailed no less than 35 days prior to the anticipated Effective Time or on such other date as Seller and Company shall mutually agree (“Mailing Date”) to each holder of record of Seller Stock as of five Business Days prior to the Mailing Date (“Election Form Record Date”). Company shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Seller Stock after the Election Form Record Date and prior to the Election Deadline (as defined below), and Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive either (i) Company Stock (a “Stock Election”) with respect to all of such holder’s Seller Stock, (ii) cash (a “Cash Election”) with respect to all of such holder’s Seller Stock, or (iii) a specified number of shares of Seller Stock to receive Company Stock (a “Combination Stock Election”) and a specified number of shares of Seller Stock to receive cash (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Seller Stock (other than Seller Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.

  • Selection Procedures In selecting the Loan Assets to be Pledged pursuant to this Agreement, no selection procedures were employed which are intended to be adverse to the interests of the Lenders.

  • Allocation Procedures On each Business Day, the Credit Facility Team shall seek to collect data on the uninvested cash of Funds listed on Schedule B hereto from such Funds’ custodian. On each occasion that a Fund delivers Borrowing Instructions to the Credit Facility Team, the Credit Facility Team will seek to match the amount and term of the Fund’s borrowing needs with the cash available from the Funds that have provided Lending Instructions in accordance with allocation and administrative procedures established by the Board of Trustees. The Credit Facility Team shall allocate the borrowing demand and lending needs among the Funds on what the Credit Facility Team deems to be an equitable basis and in accordance with the Interfund Lending Procedures. The Credit Facility Team shall not solicit cash for Loans from any Funds or publish or disseminate the amount of any current borrowing demand to the Adviser’s investment personnel. No Loan may be made unless the Interest Rate is more favorable for the Lender than both the OTD Rate and the Repo Rate and more favorable for the Borrower than the Bank Loan Rate.

  • Collection Procedures (a) On or before the Closing Date, the Seller and the Purchaser shall have established and shall maintain thereafter the system of collecting and processing Collections of Receivables in accordance with Section 2.02 of the Servicing Agreement.

  • Notification Procedures The Auction Manager will calculate the Applicable Threshold Price no later than the next Business Day after the date that the Return Bids were due. The Auction Manager will insert the amount of Term Loans to be assigned and the applicable settlement date determined by the Auction Manager in consultation with the Offeror onto each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. Upon written request of the submitting Lender, the Auction Manager will promptly return any Auction Assignment and Acceptance received in connection with a Return Bid that is not a Qualifying Bid.

  • Proration Procedures All Term Loans offered in Return Bids (or, if applicable, any component bid thereof) constituting Qualifying Bids equal to the Applicable Threshold Price will be purchased at a purchase price equal to the Applicable Threshold Price; provided that if the aggregate principal amount of all Term Loans for which Qualifying Bids have been submitted in any given Auction equal to the Applicable Threshold Price would exceed the remaining portion of the Auction Amount (after deducting all Term Loans purchased below the Applicable Threshold Price), the Offeror shall purchase the Term Loans for which the Qualifying Bids submitted were at the Applicable Threshold Price ratably based on the respective principal amounts offered and in an aggregate amount up to the amount necessary to complete the purchase of the Auction Amount. For the avoidance of doubt, no Return Bids (or any component thereof) will be accepted above the Applicable Threshold Price.

  • Collection Procedure Escrow Agent is hereby authorized to deposit the proceeds of each wire in the Escrow Account.

  • Termination Procedures If Parent wishes to terminate this Agreement pursuant to Section 8.1(a) or Section 8.1(c), Parent shall deliver to the Company a written notice stating that Parent is terminating this Agreement and setting forth a brief description of the basis on which Parent is terminating this Agreement. If the Company wishes to terminate this Agreement pursuant to Section 8.1(b) or Section 8.1(d), the Company shall deliver to Parent a written notice stating that the Company is terminating this Agreement and setting forth a brief description of the basis on which the Company is terminating this Agreement.

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