Consideration Election Procedures Sample Clauses
Consideration Election Procedures. (a) On or prior to the Election Date (as defined below), each Company Stockholder holding vested Company Capital Stock and entitled to receive consideration pursuant to Section 3.1(a) shall, subject to the terms and conditions of any agreement between the Company and such Company Stockholder, be entitled to specify a percentage of the number of such Company Stockholder’s shares of vested Company Capital Stock with respect to which such holder makes a Cash Election (a “Cash Election Percentage”) or a Stock Election by complying with the procedures set forth in this Section 3.3; provided that no Company Stockholder shall specify a Cash Election Percentage greater than fifteen percent (15%).
(b) If the Cash Merger Consideration is equal to or exceeds the Aggregate Cash Election Amount, then each Cash Electing Stockholder will be deemed to have made a Cash Election with respect to the number of shares of vested Company Capital Stock with respect to which such Cash Electing Stockholder has made a Cash Election in accordance with Section 3.3.
(c) If the Aggregate Cash Election Amount exceeds the Cash Merger Consideration, then the aggregate number of Cash Electing Shares shall be reduced to a number of shares equal to the Adjusted Aggregate Cash Electing Shares (such shares, the “Available Cash Electing Shares”). The Available Cash Electing Shares shall be allocated among each Cash Electing Stockholder (and such Cash Electing Stockholder will automatically be deemed to have made a Cash Election only with respect to a number of shares of vested Company Capital Stock held by such Cash Electing Stockholder) on a pro rata basis by multiplying (i) the number of shares of vested Company Capital Stock with respect to which such Cash Electing Stockholder has made a Cash Election in accordance with Section 3.3 and (ii) the Cash Pro Rata Percentage. Each Cash Electing Stockholder shall automatically and irrevocably be deemed to have made a Stock Election with respect to such number of shares of Company Capital Stock held by such Cash Electing Stockholder equal to the excess of (A) the number of shares of Company Capital Stock held by such Cash Electing Stockholder (including shares with respect to which such Cash Electing Stockholder has made a Cash Election in accordance with Section 3.3) minus (B) the number of Available Cash Electing Shares that have been allocated to such Cash Electing Stockholder pursuant to the prior sentence.
(d) As promptly as practicable after th...
Consideration Election Procedures. (a) On or prior to the Election Date, each Company Stockholder (i) entitled to receive consideration pursuant to Section 3.1(c) and (ii) who was a Company Stockholder on the date of the delivery of the Consent Solicitation Statement, shall be entitled to specify the number of such holder’s shares of Company Capital Stock with respect to which such holder makes a Cash Election or a Stock Election by complying with the procedures set forth in this Section 3.2. For the avoidance of doubt and notwithstanding anything else to the contrary set forth herein, each Cash Election or Stock Election made pursuant to this Section 3.2 shall be deemed to be made with respect to each applicable Company Stockholder on an “as-converted” to Company Common Stock basis.
(b) Parent shall prepare and file as an exhibit to the Registration Statement, a form of election (the “Form of Election”) in form and substance reasonably acceptable to the Company. Not less than twenty (20) days prior to the Election Date, the Company shall mail or otherwise deliver the Form of Election to each holder of record (as of such mailing) of Company Common Stock and Company Preferred Stock. Each Company Stockholder entitled to receive consideration pursuant to Section 3.1(c) shall use the Form of Election to make a Cash Election or a Stock Election. In the event that any such Company Stockholder fails to make a Cash Election or a Stock Election with respect to any or all shares of Company Capital Stock held or beneficially owned by such holder, then such holder shall be automatically deemed to have made a Stock Election with respect to those shares.
(c) Any applicable Company Stockholder’s election pursuant to the Form of Election will be deemed properly made only if the Company has received at its designated office, by 5:00 p.m. (New York time) on the Business Day that is five (5) Business Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Date”), a Form of Election duly, completely and validly executed and accompanied by any additional documents required by the procedures set forth in the Form of Election. Parent and the Company shall publicly announce the anticipated Election Date at least ten (10) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly annou...
Consideration Election Procedures