Common use of Company Election Clause in Contracts

Company Election. (a) Notwithstanding anything in Section 2.2(d) or Section 2.3(b)(iii) to the contrary, but subject to Section 2.3(e), the Company shall have the right to pay all or any portion of the Closing Date Amount or Company Price, as applicable, in shares of Low Vote Stock in accordance with the following procedures. At least five (5) Business Days prior to the Closing Date, the Company shall notify (the "Public Sale Notice") the Holder or each Transferor, as the case may be, as to the portion of the Closing Date Amount or Company Price, as applicable, to be paid in shares of Low Vote Stock (the "Public Sale Dollar Amount"). The number of shares of Low Vote Stock (the "Resale Stock") deliverable to the Underwriters pursuant to Section 3.2 shall be that number of shares which when sold in accordance with Section 3.2 will reasonably be expected to yield aggregate net proceeds collectively to all the Member(s), Permitted Transferee(s), Members of the Xxxxxxx Group and other Persons, if any, participating in the sale (collectively, the "Seller") (after deduction of underwriting discounts and commissions and assuming the payment by the Company of all other expenses of registration and sale of the Resale Stock) of an aggregate amount equal to the Stock Proceeds Amount.

Company Election. (a) Notwithstanding anything in Section 2.2(d) or Section 2.3(b)(iii) to the contrary, but subject to Section 2.3(e), the Company shall have the right to pay all or any portion of the Closing Date Amount or Company Price, as applicable, in shares of Low Vote Stock in accordance with the following procedures. At least five (5) Business Days prior to the Closing Date, the Company shall notify (the "Public Sale Notice") the Xxxxxxx Group Representative, on behalf of the Holder or each Transferor, as the case may be, as to the portion of the Closing Date Amount or Company Price, as applicable, to be paid in shares of Low Vote Stock (the "Public Sale Dollar Amount"). The number of shares of Low Vote Stock (the "Resale Stock") deliverable to the Underwriters pursuant to Section 3.2 shall be that number of shares which when sold in accordance with Section 3.2 will reasonably be expected to yield aggregate net proceeds collectively to all the Member(s), ) and Permitted Transferee(s), Members of the Xxxxxxx Group and other Persons, if any, participating in the sale (collectively, the "Seller") (after deduction of underwriting discounts and commissions and assuming the payment by the Company of all other expenses of registration and sale of the Resale Stock) of an aggregate amount equal to the Stock Proceeds Amount.