Electing Shares. Subject to Sections 2.01(a), (f) and (g), each Share with respect to which a Form of Election to receive cash has been properly made and not revoked pursuant to Section 2.01(e) will, at the Effective Time, be converted into, and the holder thereof will be entitled to receive therefor, $26.00 in cash (the "Maximum Cash Consideration Per Share"). The cash consideration payable with respect to each Electing Share is hereinafter referred to as the "Cash Consideration," and each Share with respect to which an election to be converted into cash is duly made as herein provided is herein referred to as an "Electing Share."
Electing Shares. Section 1.8(b) Election Date....................................................Section 1.9(c) Eligible Institution.............................................Section 1.9(c) ERISA......................................................
Electing Shares. Subject to Sections 3.01(f) and (g) hereof, each Share outstanding immediately prior to the Effective Time with respect to which a Form of Election to receive cash has been properly made and not revoked pursuant to Section 3.01(e) (other than Shares to be cancelled in accordance with Section 3.01(b)) will, at the Effective Time, be converted into, and holders thereof will be entitled to receive therefor, $58.00 in cash (the "Cash Election Price") (such shares with respect to which an election to be converted into cash is duly filed being hereinafter referred to as "Electing Shares").
Electing Shares. At the Effective Time, on the terms and subject to the conditions hereinafter set forth in Article IX, each Electing Share shall, by virtue of the Merger and the election made with respect thereto, cease to be outstanding, be canceled and retired and be converted into cash in an amount equal to $81.2387 without interest thereon at any time (the "Cash Value per Share").
Electing Shares. Section 4.1(a) Exchange Agent............................................... Section 4.2(a) Exchange Rate Period ........................................ Section 4.1(a) Exchange Ratio............................................... Section 4.1(a) Form of Election............................................. Section 5.2
Electing Shares. Subject to Sections 2.01(a), (f) and (g), each --------------- Share with respect to which a Form of Election to receive cash has been properly made and not revoked pursuant to Section 2.01(e) will, at the Effective Time, be converted into, and the holder thereof will be entitled to receive therefor, $37.50 in cash (the "Maximum Cash Consideration Per Share"). The cash consideration payable with respect to each Electing Share and, to the extent applicable pursuant to Section 2.01(h), each Non-Electing Share is hereinafter referred to as "Cash Consideration," and each Share with respect to which an election to be converted into cash is duly made as herein provided is herein referred to as an "Electing Share."
Electing Shares. The undersigned (the “Electing Person”) hereby agrees to make, and to cause the Record Owners (as defined below) to make, one or more Elections on or before the Election Deadline in order to convert at least 1,700,000 Shares (which may, at his election, include Net Electing Option Shares, it being understood that for purposes of this Election Agreement, the amount of Net Electing Option Shares deemed to be included in the Electing Shares shall be calculated without giving effect to any provision for, or payment of, Taxes) in the aggregate (the “Electing Shares”) into the right to receive shares of Parent Common Stock pursuant to Article II of the Merger Agreement and to take all necessary actions to convert such Electing Shares into Parent Common Stock in accordance with Article II of the Merger Agreement. The Electing Person agrees that, notwithstanding Section 2.02 of the Merger Agreement, his obligation to make, and to cause the Record Owners to make, an Election with respect to the Electing Shares owned by it is irrevocable. The conversion of the Electing Shares into Parent Common Stock will be effected pursuant to and in accordance with the terms of the Merger Agreement. Each of the parties hereto acknowledges that the number of Electing Shares actually converted into Parent Common Stock pursuant to the terms of the Merger Agreement may be subject to proration in the manner set forth in Section 2.03 of the Merger Agreement. The shares of Parent Common Stock actually received by any of the Record Owners pursuant to an Election are hereinafter referred to as “Resulting Parent Shares”. In the event that, prior to the Election Deadline, the Electing Person enters into an agreement with Parent providing for the rollover of any Company Stock Option held by the Electing Person, the number of Electing Shares will be reduced by the number of shares subject to such Company Stock Option, calculated assuming a net settlement (without giving effect to any provision for, or payment of, Taxes) using shares underlying such Company Stock Option to satisfy the exercise price therefor.
