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.
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...
Consideration Election. (a) Each Participating Former Securityholder will be entitled to make an election in the Letter of Transmittal, in accordance with the provisions of this Section 3.03 and Section 3.04 and the Letter of Transmittal, 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. 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.
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.
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.
Consideration Election. (i) 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”).
Consideration Election. (i) Subject to the last sentence of this clause and the other provisions of this Section 4.3(b), each holder of Election Eligible Shares and each holder of Company Restricted Shares immediately prior to the Election Deadline (as defined below) shall be entitled to elect to receive the portion of the applicable Per Share Merger Consideration set out in Section 4.2(a) in the form of either (A) the Per Share Cash Consideration (such election, the “Cash Election”, and the Election Eligible Shares, Company Restricted Shares and the Class A Shares subject to Company RSUs in respect of which a Cash Election has been made, the “Cash Shares”) or (B) the Per Share Stock Consideration (such election, the “Stock Election”, and the Election Eligible Shares, Company Restricted Shares and the Class A Shares subject to Company RSUs in respect of which a Stock Election has been made, the “Stock Shares”, and the Stock Election together with the Cash Election, the “Consideration Election”) for each Election Eligible Share held by it and each Company Restricted Share held by it. Any Consideration Election shall be made on a form for that purpose prepared by the Company and reasonably satisfactory to Sponsor (a “Form of Election in Merger”), which shall be mailed to such holders of Election Eligible Shares and holders of Company Restricted Shares on a date that the Proxy Statement is mailed to stockholders pursuant to Section 6.4(b) or such other date as Sponsor and the Company mutually agree or as may be required by applicable Law (the “Mailing Date”) and which shall include instructions for use in effecting the surrender of Certificates representing Election Eligible Shares (or affidavits of loss in lieu thereof as provided in Section 4.3(h)) to the Paying Agent. The deadline for submitting an effective, properly completed Form of Election in Merger to the Paying Agent shall be 5:00 p.m., New York City time, on the business day that is two trading days prior to the Closing Date (which date shall be publicly announced by the Company at least four (4) business days prior to the anticipated Closing Date) or such other time and date as the Company may announce with the consent of Sponsor (the “Election Deadline”), and such submission shall include the submission of any Certificates with respect to certificated Election Eligible Shares. The Company shall use its reasonable efforts to make a Form of Election in Merger available to all Persons who become holders of record of Electi...
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.
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:
Consideration Election. AND EXCHANGE PROCEDURES
