Cash Elections Sample Clauses

Cash Elections. (a) Each person who, on or prior to the Election Date referred to in Section 2.02(c) below, is a record holder of shares of Company Common Stock will be entitled, with respect to all or any portion of his shares, to make an unconditional election (a "Cash Election") on or prior to such Election Date to receive the Cash Consideration, on the basis hereinafter set forth.
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Cash Elections. At the request of the Property Transferor Parties, the Operating Partnership shall cooperate with each Property Transferor in good faith to treat all or a portion of the Cash Amount, as requested by the Property Transferor Parties, as a reimbursement of preformation expenditures pursuant to Treasury Regulations Section 1.707-4(d) (the “Cap-Ex Amount”).
Sample 1
Cash Elections. In connection with any Property Interest Contribution, at the request of the PMB Transferor Parties, the OP shall cooperate with each PMB Transferor Party in good faith to treat all or a portion of the Cash Amount, as requested by the PMB Transferor Parties, as a reimbursement of preformation expenditures pursuant to Treasury Regulations Section 1.707-4(d) (the “Cap-Ex Amount”).
Sample 1
Cash Elections. (a) Each person who, on or prior to the Election Date (as defined in Section 1.9(c)), is a record holder of shares of Company Common Stock shall be entitled, with respect to all or any portion of such person's shares, other than Company Treasury Shares and Dissenting 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 Company Common Stock, on the basis hereinafter set forth; provided, however, that, unless the nominee advises the Exchange Agent (as defined in Section 1.9(b)) 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 Company Benefit Plans), shall be treated as a separate record holder and either directly or through such nominee may submit a separate Form of Election (as defined in Section 1.9(c)) for shares that are beneficially owned by such beneficial owner.
Sample 1
Cash Elections. (a) Each holder of Company Series A Preferred Stock may, with respect to all or any portion of such holder’s shares other than Dissenting Shares, make an unconditional election (a “Cash Election”) on or prior to the Election Date (as defined below) to receive cash for such holder’s shares of Company Series A Preferred Stock rather than Parent Common Stock, on the basis hereinafter set forth.
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Cash Elections. ..10 Section 3.03 Exchange Of Shares Other Than Treasury Shares And Dissenting Shares............................11 Section 3.04
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Cash Elections. (a) Simultaneous with the approval of this Agreement by the Stockholders, certain Stockholders have chosen to make a Cash Election with respect to all or a portion of the PCCC Common Shares held by them by giving written notice to ARC in a form approved by ARC and PCCC (such Cash Elections being summarized on Exhibit 3.2(a)), and upon delivery of the PCCC Common Share Certificates at the Closing, shall be entitled to receive, in exchange for each PCCC Common Share subject to a Cash Election, the Cash Amount.
Sample 1
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Cash Elections 
Sample 1

Related to Cash Elections

  • 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 "

  • 83(b) Election You may make and file with the Internal Revenue Service an election under Section 83(b) of the Code with respect to the grant of the Restricted Shares hereunder, electing to include in your gross income as of the Grant Date the Fair Market Value of the Restricted Shares as of the Grant Date. You shall promptly provide a copy of such election to the Company. If you make and file such an election, you shall make such arrangements in accordance with Section 8 as are satisfactory to the Committee to provide for the timely payment of all applicable withholding taxes.

  • Section 83(b) Elections To the Company’s knowledge, all elections and notices permitted by Section 83(b) of the Code and any analogous provisions of applicable state tax laws have been timely filed by all employees who have purchased shares of the Company’s common stock under agreements that provide for the vesting of such shares.

  • Section 83(b) Election Purchaser understands that Section 83(a) of the Code, taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchased. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock.

  • Section 754 Elections The General Partner shall elect, pursuant to Section 754 of the Code, to adjust the basis of the Partnership’s assets for (i) all transfers of Partnership Interests, and (ii) any distribution of Company property as described in Section 734 of the Code, if such election would benefit any Partner or the Partnership.

  • Fund Elections Each Fund (or its Investment Advisor acting on its behalf) may elect to enter into and execute foreign exchange transactions with third parties that are not affiliated with the Custodian, with State Street Global Markets, which is the foreign exchange division of State Street Bank and Trust Company and its affiliated companies (“SSGM”), or with a sub-custodian. Where the Fund or its Investment Advisor gives Proper Instructions for the execution of a foreign exchange transaction using an indirect foreign exchange service described in the Client Publications, the Fund (or its Investment Advisor) instructs the Custodian, on behalf of the Fund, to direct the execution of such foreign exchange transaction to SSGM or, when the relevant currency is not traded by SSGM, to the applicable sub-custodian. The Custodian shall not have any agency (except as contemplated in preceding sentence), trust or fiduciary obligation to the Fund, its Investment Advisor or any other person in connection with the execution of any foreign exchange transaction. The Custodian shall have no responsibility under this Agreement for the selection of the counterparty to, or the method of execution of, any foreign exchange transaction entered into by the Fund (or its Investment Advisor acting on its behalf) or the reasonableness of the execution rate on any such transaction.

  • Section 754 Election In the event of a distribution of the Fund's property to a Member or an assignment or other transfer (including by reason of death) of Units of a Member in the Fund, at the request of a Member, the Board, in its sole and absolute discretion, may cause the Fund to elect, pursuant to Section 754 of the Code, or the corresponding provision of subsequent law, to adjust the basis of the Fund's property as provided by Sections 734 and 743 of the Code.

  • Net Exercise Election The undersigned Holder elects to convert the Warrant into shares of Warrant Stock by net exercise election pursuant to Section 2.5 of the Warrant. This conversion is exercised with respect to __________ shares of Common Stock of Aura Systems, Inc. (the "Warrant Stock") covered by the Warrant.

  • REMIC Elections (a) The Depositor hereby instructs and authorizes the Trustee to make an appropriate election to treat each of the Upper Tier REMIC, the Lower Tier REMIC and the SWAP REMIC as a REMIC. The Trustee shall sign the returns providing for such elections and such other tax or information returns that are required to be signed by the Trustee under applicable law. This Agreement shall be construed so as to carry out the intention of the parties that each of the Upper Tier REMIC, the Lower Tier REMIC and the SWAP REMIC be treated as a REMIC at all times prior to the date on which the Trust Fund is terminated.

  • Section 338 Elections (a) Section 338(h)(10)

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