Cash/Stock Election. Each GBC shareholder may state a preference to receive his or her Per Share Merger Consideration for each share of GBC Common Stock owned in (x) shares of Cathay Common Stock or (y) cash. A GBC shareholder need not make a Cash/Stock Election at all, in which case such GBC shareholder shall be treated as a Non-Elector. The number of shares of Cathay Common Stock issuable to GBC shareholders pursuant to the Cash/Stock Election (together with the shares of Cathay Common Stock allocable to Non-Electors) shall not in the aggregate exceed the Adjusted Stock Component, and the amount of cash payable to GBC shareholders pursuant to the Cash/Stock Election (together with the Dissenters Set Aside and the cash allocable to Non-Electors) shall not in the aggregate exceed the Cash Component. After allocating the Dissenters Set Aside, the Merger Consideration shall be allocated in accordance with the following provisions of this Section 1.4(b).
Cash/Stock Election. Notwithstanding anything in this Agreement to the contrary, if the Estimated Closing Cash reduced by Estimated Closing Transaction Expenses is less than the Minimum Cash Amount (such amount, the “Cash Shortfall”), the Parties agree Parent has the right to elect, at its sole option, the Closing Cash Consideration be decreased, on a dollar-for-dollar basis in an amount equal to the Cash Shortfall, with a corresponding increase to the Closing Stock Consideration issued at Closing; provided that, for the avoidance of doubt, such adjustment shall not increase or decrease the Estimated Purchase Price and Final Purchase Price.
Cash/Stock Election. With respect to any portion of the Merger Consideration that a Stockholder is entitled to receive pursuant to Section 1.4(b)(i), the Stockholders listed on Annex D-1 (the “Electing Stockholders”) may make an election on a form acceptable to Parent (the “Form of Election”), as to whether such Stockholder’s portion of the Merger Consideration shall take the form of cash or unregistered Parent Ordinary Shares. Such Form of Election shall be distributed by the Company to the Electing Stockholders as soon as reasonably practicable following receipt of the Exercise Notice, if not before. Such election shall be made on a holder-by-holder basis within ten (10) days of delivery of the Exercise Notice (the “Election Deadline”), such that any Stockholder may make an election to receive (i) cash with respect to all shares of Company Capital Stock held by such Stockholder or (ii) Parent Ordinary Shares (valued at the Parent Share Price) with respect to all shares of Company Capital Stock held by such holder. Those Stockholders listed on Annex D-2 shall not be Electing Stockholders and shall receive unregistered Parent Ordinary Shares with respect to their portion of the Merger Consideration (the “Equity-Elected Stockholders”). Any fractional shares that would be issued with respect to an election to receive Parent Ordinary Shares shall instead be paid in cash (valuing such fractional share at the Parent Share Price). For clarity, in no event shall Parent be required to pay, in cash and Parent Ordinary Shares, more than the sum of the Merger Consideration and the Employee Equity Amount (valuing the Parent Ordinary Shares at the Parent Share Price). Notwithstanding anything herein to the contrary, Parent Ordinary Shares shall only be issued to “accredited investors” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, and in the event that any Stockholder that is not an “accredited investor” to Parent’s reasonable satisfaction or is otherwise unable to be issued Parent Ordinary Shares and purports to elect to receive Parent Ordinary Shares, such Stockholder shall instead receive cash with respect to such payment (valuing Parent Ordinary Shares at the Parent Share Price).
Cash/Stock Election. (a) Notwithstanding any other provisions of this Agreement, each Stockholder will be entitled to elect to receive, in lieu of the shares of Parent Common Stock and cash otherwise deliverable to such Stockholder in respect of the Closing Consideration as determined in accordance with SECTION 1.6, a number of shares of Parent Common Stock and an amount of cash determined pursuant to this SECTION 1.15. Each letter of transmittal to be executed by Stockholders in accordance with this Agreement shall contain a provision whereby each Stockholder shall indicate the percentage of the aggregate value of the Closing Consideration deliverable to such Stockholder that such Stockholder desires to receive in cash (the "DESIRED CLOSING CASH PERCENTAGE"), and the percentage of the aggregate value of the Closing Consideration deliverable to such Stockholder that such Stockholder desires to receive in Parent Common Stock (the "DESIRED CLOSING STOCK PERCENTAGE"), and in lieu of receiving the shares of Parent Common Stock and cash otherwise deliverable to such Stockholder in respect of the Closing Consideration determined in accordance with SECTION 1.6, such Stockholder shall instead be entitled to receive cash reflecting the Desired Closing Cash Percentage (the "DESIRED CLOSING CASH CONSIDERATION") and Parent Common Stock reflecting the Desired Closing Stock Percentage (the "DESIRED CLOSING STOCK CONSIDERATION") (subject to adjustment as set forth in SECTION 1.15(b) below).
Cash/Stock Election. (a) Each Company Stockholder and holder of Company Options shall receive a form prepared by Parent designed to determine whether such Company Stockholder or holder of Company Options is an “accredited investor” as defined in Rule 501 promulgated under the Securities Act (the “Accredited Investors”). Each Company Stockholder and holder of Company Options that is an Accredited Investor shall make the accredited investor representations included in the form attached hereto as Exhibit F (the “Investor Questionnaire”), and only Company Stockholders and holders of Company Options that have made the accredited investor representations included in the Investor Questionnaire will be eligible to receive any Milestone Merger Consideration in the form of Parent Common Stock and any Company Stockholder or holder of Company Options that does not make such representations will only be entitled to receive Milestone Merger Consideration in the form of cash. Parent may only elect to pay Milestone Merger Consideration in the form of Parent Common Stock so long as the aggregate number of shares of Parent Common Stock so payable as Milestone Merger Consideration does not exceed 19.9% of the issued and outstanding shares of Parent Common Stock on the date of execution of this Agreement by the parties hereto.
Cash/Stock Election. (a) Each BMC shareholder other than a holder of Perfected Dissenting Shares may state a preference to receive his or her Per Share Merger Consideration in (i) all shares of CVCB Common Stock or (ii) all cash. The Merger Consideration shall be allocated in accordance with the following provisions of this Section 2.6.2.
Cash/Stock Election. The terms used in this provision shall have the following meanings: Cash/Stock Election shall mean the process described herein by which each Auburn shareholder other than a holder of Perfected Dissenting Shares shall be permitted to state a preference to receive all cash or all stock or cash and/or stock in exchange for his or her shares of Auburn Common Stock. Stock Elector shall mean an Auburn shareholder who has timely submitted the proper form expressing a request to receive all shares of Western Common Stock as his or her Per Share Merger Consideration. Cash Elector shall mean an Auburn shareholder who has timely submitted the proper form expressing a request to receive all cash as his or her Per Share Merger Consideration.
Cash/Stock Election. Upon the Release Effective Date, the Company will provide you the right to receive an additional $105,000 by making a cash/stock election subject to the following terms:
Cash/Stock Election. (a) Upon the achievement of any Milestone, Parent shall cause the Surviving Corporation to notify the Shareholders’ Representatives in writing (the “Milestone Notice”) within 15 business days with respect to the Milestones in Sections 2.5(a)(i) and 2.5(a)(ii), and 45 days with respect to the Milestones in Sections 2.5(a)(iii) and 2.5(a)(iv) that such Milestone has been achieved, the date it was achieved, and Parent’s determination, solely at its option (the “Milestone Merger Consideration Determination”), as to whether to pay the applicable Milestone Merger Consideration in the form of cash, Parent Common Stock or a combination thereof, subject to paragraph (b) below. The Milestone Notice shall specify the Milestone Merger Consideration Determination by specifying the percentage (in each case expressed as a whole percentage and, when added together, equal to 100%) of the applicable Milestone Merger Consideration that, subject to paragraph (b) below, shall be payable in (i) cash (the “Cash Percentage,” which percentage, the parties acknowledge and agree, may be any whole percentage equal to 0% through 100%) and (ii) Parent Common Stock (the “Parent Common Stock Percentage,” which percentage, the parties acknowledge and agree, may be any whole percentage equal to 0% through 100%). The Milestone Notice shall also set forth the name of each Company Shareholder and each Terminating Warrantholder and, with respect to each such Company Shareholder and each such Terminating Warrantholder for such Milestone, such Company Shareholder’s or Terminating Warrantholder’s Cash Election Shares and Stock Election Shares. A Company Shareholder’s or Terminating Warrantholder’s “
Cash/Stock Election. Subject to the allocation and election procedures of this Article 1, each Company shareholder, other than a holder of Treasury Shares, may state a preference to receive for each share of Company Common Stock held by such shareholder immediately prior to the Effective Time, the Per Share Merger Consideration payable in: (y) a fraction of a share of Parent Common Stock equal to the Exchange Ratio (a “Stock Electing Share”); or (z) cash in the amount of the Per Share Cash Price (a “Cash Electing Share”). If such a Company shareholder does not make a valid and timely Cash/Stock Election with respect to any shares of Company Common Stock owned by such shareholder, such shares shall be deemed to be “Undesignated Shares”.
