Consideration Election Sample Clauses

Consideration Election. (a) Each Participating Former Securityholder will be entitled to make an election in the applicable Election Form(s), in accordance with the provisions of this Section 3.03 and Section 3.04 and the applicable Election Form(s), to receive either (i) the Combination Consideration, (ii) the Cash Consideration or (iii) the Purchaser Share Consideration with respect to all, but not less than all, of their Company Shares (including, for the avoidance of doubt, any Company Shares issued to holders of In-the-Money Options and Company RSUs pursuant to Section 3.02(b) and Section 3.02(c), respectively). Any such election, in the case of Participating Former Securityholders electing to receive the Cash Consideration or the Purchaser Share Consideration, shall be subject to the pro-ration limitations in Section 3.02(m) and Section 3.02(n), as applicable. A Participating Former Securityholder who fails to make a valid election in accordance with the provisions of this Section 3.03 and Section 3.04 will be deemed to have made an election to receive the Combination Consideration with respect to all of such Participating Former Securityholder’s Company Shares. (b) The deadline by which the election must be received by the Depositary (the “Election Deadline”) shall be 5:00 p.m. (Vancouver time) on •, 2018 (the “Initial Election Deadline”), unless otherwise extended by the Purchaser and the Company in writing in accordance with this Section 3.03. (c) If, after the Election Forms have been mailed to Participating Former Securityholders, the Purchaser and the Company determine that the Effective Date is not reasonably likely to occur by the tenth Business Day after the Initial Election Deadline, then the Election Deadline shall be extended to a date which the Purchaser and the Company expect to be not more than ten Business Days before the Effective Date. (d) If the Election Deadline is extended, then the Company shall provide at least five days’ notice of the new Election Deadline (and shall provide such notice prior to the Initial Election Deadline if practicable) to Participating Former Securityholders by means of publication, at least once, in The Globe and Mail (national edition) or any other English language daily newspaper of general circulation in Canada. (e) Any duly completed Election Form deposited by the Initial Election Deadline shall not be required to be re-deposited if the Election Deadline is extended pursuant to this Section 3.03. (f) Not less than 21 days p...
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Consideration Election. The Stockholder agrees that, on or prior to the Election Deadline, it shall make a Stock Election with respect to each Subject Share (which election it shall not revoke) in accordance with Section 2.8 of the Merger Agreement. For clarity, the proration mechanics in Section 2.1(c) of the Merger Agreement will apply to the Subject Shares and the Merger Consideration to be received in connection therewith.
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Consideration Election. In connection with the elections to be made with respect to the Merger Consideration to be received by the holders of Eligible Units under Section 3.1 of the Simplification Agreement, Antero Resources (for itself and on behalf of Arkrose Sub) hereby irrevocably elects to receive the AR Mixed Election Consideration with respect to each AR Eligible Unit, subject to the provisions of Section 3.1(b) of the Simplification Agreement.
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Consideration Election. (a) Notwithstanding the provisions of Section 5.1(a), each person who, on the Election Date (as hereinafter defined), is a record holder of VPT Shares (other than those VPT Shares to be canceled pursuant to Section 5.1(b)) will be entitled, with respect to all but not less than all of the VPT Shares held by such holder, to make an election (an "Election") as specified in such holder's Form of Election (as defined in Section 5.2(b)) to maximize either the amount of cash ("Cash Electing Shares") or the amount of Buyer Common Stock ("Stock Electing Shares") to be received from Buyer in exchange for such holder's VPT Shares following the Effective Time. Any holder of VPT Shares who does not make an Election in accordance with the provisions of this Agreement shall receive the Merger Consideration in accordance with Section 5.1. The actual amount of cash and Buyer Common Stock to be received by a holder of VPT Shares who has made an Election shall be adjusted on a pro rata basis to the extent possible to reflect the holders' respective Elections to maximize the amount of Merger Consideration to consist of either cash or Buyer Common Stock (subject to the aggregate limitations on the amount of cash and Buyer common Stock which constitute the aggregate Merger Consideration as provided herein). For purposes of determining the allocation of the Merger Consideration amongst the Cash Electing Shares and the Stock Electing Shares (and for no other purpose, except as otherwise specifically provided for herein), a share of Buyer Common Stock shall be valued (the "Buyer Valuation Price") at the average closing price per share of such shares on the American Stock Exchange (or such other national securities exchange or automated quotation system which is then the principal place of listing or quotation of shares of Buyer Common Stock ("AMEX")) for the ten (10) trading days immediately preceding the Closing Date. Notwithstanding anything to the contrary contained herein, if after giving effect to the allocation of the Merger Consideration (as defined below) for the VPT Shares as provided in Section 5.1 and the provisions of this Section 5.2, the number of shares of Buyer Common Stock to be held by a holder of VPT Shares or a "group" (within the meaning of Section 13(d) of the Exchange Act) of such holders would be greater than twenty-five percent (25%) of the outstanding shares of Buyer Common Stock on the Closing Date (the "25% Threshold"), the allocation of cash and share...
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Consideration Election. Subject to Section 2.7(b), each holder of Company Preferred Stock shall be entitled to elect (i) the portion of the Initial Payment to be paid to such holder of Company Preferred Stock in Cash Consideration (a “Cash Election”) and (ii) the portion of the Initial Payment to be paid to such holder of Company Preferred Stock in Stock Consideration (a “Stock Election”). Any Cash Election or Stock Election shall be referred to herein as an “Election,” and shall be made on a form furnished by Parent, Merger Sub and the Company for that purpose (a “Form of Election”), included as part of the Information Statement. Holders of Company Preferred Stock shall not be entitled to make any Election with respect to any Subsequent Payments.
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Consideration Election. Prior to or concurrently with the mailing of the information statement as provided in Section 5.1(c) hereof, the Company will send to each Company Securityholder (other than Company Optionholders) and each MRP Participant an election form (the “Merger Consideration Election Form”) in the form attached hereto as Exhibit 1.4(a). Each Company Securityholder (other than Company Optionholders) and each MRP Participant must deliver to the Paying and Exchange Agent (with a copy to the Company), no later than August 18, 2014 (the “Election Deadline”), a Merger Consideration Election Form electing whether to receive the Merger Consideration in the form of a combination of cash and shares of Acquirer Common Stock (a “Stock Election”). Any eligible Converting Holder (whether as a Company Securityholder or MRP Participant) that makes a Stock Election must also deliver an Investor Representation Letter in order for such Stock Election to be valid. Any Company Capital Stock, Company Warrants or MRP Interest with respect to which the Paying and Exchange Agent has not received an effective, properly made Stock Election and delivered an Investor Representation Letter on or before the Election Deadline (other than any shares of Company Capital Stock that constitute Dissenting Shares as of such time) , any In the Money Options, and any shares of Company Capital Stock that constitute Dissenting Shares (whether or not a Merger Consideration Election Form has been received with respect to such shares and without regard to the elected Merger Consideration specified on such form, if any) shall be deemed to have elected to receive any Merger Consideration solely in cash (as “Cash Election”).
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Consideration Election. Unless otherwise agreed to in writing (including in a Transaction Support Agreement), each holder of a Company Share shall have the right pursuant to Section 2.1(l)(i), subject to the limitations set forth in this Section 2.1(m), to submit an irrevocable election (each, an “Election”), with respect to each Company Share independently in accordance with the following procedures: (i) Each holder of Company Shares may specify in a request made in accordance with the provisions of this Section 2.1(m) whether such holder elects to receive with respect to each Company Share held by such holder either: (A) the consideration set forth in Section 2.1(l)(ii)(A) (such Election with respect to such number of Company Shares, the “Standard Election”), (B) the consideration set forth in Section 2.1(l)(ii)(B) (such Election with respect to such number of Company Shares, the “Cash Election”), or (C) the consideration set forth in Section 2.1(l)(ii)(C) (such Election with respect to such number of Company Shares, the “Stock Election”). (ii) A holder of Company Shares will be deemed to have made the Standard Election with respect to all Company Shares held by such holder of Company Shares if: (A) he, she or it does not properly make an Election in accordance with the provisions of this Section 2.1(m); (B) his, her or its Election is not received by the Company prior to the Election Deadline in the manner provided in Section 2.1(m)(iii); or (C) he, she or it does not deliver properly completed stock transfer form(s) in respect of his, her or its Company Shares to the Exchange Agent in accordance with Section 2.6(c)(ii) by the Election Deadline). (iii) Any Election set forth in Section 2.1(m)(i) shall have been made properly only if the Company shall have received, by the Election Deadline, a Mix and Match Election Form properly completed and signed indicating such Election and properly completed stock transfer form(s). If the Company shall determine in its reasonable discretion that, as of the Election Deadline, any Election is not properly made with respect to any Company Share (it being understood that, unless otherwise expressly agreed to in writing, no Party nor the Exchange Agent is under any duty to notify any holder of any such defect), such holder of Company Shares will be deemed to have made the Standard Election. Any Election properly made shall be irrevocable upon delivery thereof to the Company; provided, that all Elections shall be revoked automatically if this A...
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Consideration Election. AND EXCHANGE PROCEDURES
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Consideration Election 
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Related to Consideration Election

  • Initial Election The Director shall make an initial deferral election under this Agreement by filing with the Company a signed Election Form within 30 days after the Effective Date of this Agreement. The Election Form shall set forth the amount of Fees to be deferred and shall be effective to defer only Fees earned after the date the Election Form is received by the Company.

  • Deferral Election A Participant may elect to defer all or a specified percentage of the Compensation earned in a Plan Year by such Participant for serving as a member of the Board of any Participating Fund or as a member of any committee or subcommittee thereof. Reimbursement of expenses of attending meetings of the Board, committees of the Board or subcommittees of such committees may not be deferred. Such election shall be made by executing before the first day of such Plan Year such election notice as the Administrator may prescribe; provided, however, that upon first becoming eligible to participate in the Plan by reason of appointment to a Board, a Participant may file a Deferral Election not later than 30 days after the effective date of such appointment, which election shall apply to Compensation earned in the portion of the Plan Year commencing the day after such election is filed and ending on the last day of such Plan Year.

  • 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) 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 336(e) Election If UTC determines, in its sole discretion, that one or more protective elections under Section 336(e) of the Code (each, a “Section 336(e) Election”) shall be made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, the relevant SpinCo(s) shall (and shall cause any relevant member of such SpinCo Group(s) to) join with UTC and/or any relevant member of the UTC Group, as applicable, in the making of any such election and shall take any action reasonably requested by UTC or that is otherwise necessary to give effect to any such election (including making any other related election). If a Section 336(e) Election is made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, then this Agreement shall be amended in such a manner as is determined by UTC in good faith to take into account such Section 336(e) Election(s), including by requiring that, in the event (a) any Contribution, Distribution, or Internal Distribution fails to have U.S. Tax-Free Status and (b) a Company (or such Company’s Group) that does not have exclusive responsibility pursuant to this Agreement for Tax-Related Losses arising from such failure actually realizes in cash a Tax Benefit from the step-up in Tax basis resulting from the relevant Section 336(e) Election(s), such Company shall pay over to the Company that has exclusive responsibility pursuant to this Agreement for such Tax-Related Losses any such Tax Benefits realized (provided, that, if such Tax-Related Losses are Shared Taxes or Taxes for which more than one Company is liable under Section 7.05(c)(i), the Company that actually realizes in cash the Tax Benefit resulting from the relevant Section 336(e) Election shall pay over to each of the other Companies responsible for such Taxes the percentage of any such Tax Benefits realized that corresponds to each such Company’s percentage share of such Taxes).

  • Written Election At the time you make a rollover or conversion to a Xxxx XXX, you must designate in writing to the custodian your election to treat that contribution as a rollover or conversion. Once made, the election is irrevocable.

  • Conversion and Continuation Elections (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b): (i) elect, as of any Business Day, in the case of Base Rate Loans to convert any such Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent not later than 11:00 a.m. (New York City time) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower has failed to timely select a new Interest Period to be applicable to LIBOR Rate Loans or if any Event of Default then exists, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) different Interest Periods in effect with respect to the Borrower in the aggregate.

  • Election Period The period which begins on the first day of the Plan Year in which the Participant attains age thirty-five (35) and ends on the date of the Participant’s death. If a Participant separates from Service prior to the first day of the Plan Year in which age thirty-five (35) is attained, the Election Period shall begin on the date of separation, with respect to the account balance as of the date of separation.

  • Section 338 Election (a) With respect to the sale of the Company, the Buyer and the Seller shall jointly make a Section 338(h)(10) Election in accordance with applicable laws and as set forth herein. The Buyer and the Seller shall cooperate with each other and take all necessary steps to properly make a Section 338(h)(10) Election in accordance with applicable laws. The Buyer and the Seller agree to cooperate in good faith with each other in the preparation and timely filing of the Section 338 Forms and any Tax Returns required to be filed in connection with the making of such an election, including the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to report the transfers under this Agreement consistent with such elections and shall take no position contrary thereto unless required to do so by applicable tax law. (b) The Buyer shall be responsible for the preparation and filing of all Section 338 Forms in accordance with applicable laws and the terms of this Agreement and shall deliver such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filed. The Seller shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld or delayed) and once approved, execute and deliver to the Buyer such documents or forms (including executed Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms within thirty (30) days of the Buyer’s request for such information. (c) The aggregate consideration payable under this Agreement (as adjusted pursuant to Section 2.4), Liabilities of the Company and other relevant items shall be allocated in accordance with Section 338(b)(5) of the Code and the Treasury Regulations thereunder. The Buyer shall prepare such allocation (the “Section 338(h)(10) Allocation Schedule”) and shall deliver the Section 338(h)(10) Allocation Schedule to the Seller within five (5) days after the final determination of Net Working Capital pursuant to Section 2.4.

  • Joint Election As a condition of the Units granted hereunder, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), which may be payable by the Company or your Employer with respect to the Units and/or payment of the Units and issuance of Shares pursuant to the Units, the assignment or release of the Units for consideration, or the receipt of any other benefit in connection with the Units. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize the Company and your Employer to withhold such Employer NICs by any of the means set forth in Section III of the Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Units, without any liability to the Company or your Employer.

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