Election as to Form of Consideration Sample Clauses

Election as to Form of Consideration. At Henkel's option, Henkel shall irrevocably elect to have thx Xxxxxxse Price paid in its entirety in cash (in Euro) or in shares of Ecolab Common Stock. Henkel shall notify Ecolab of its election at least 45 business days prior to Closing (the "First Election Date") so that Ecolab has sufficient time to arrange financing. Henkel may make its election as to the form of consideration after the First Election Date, but in any case not later than the Measurement Date (defined in Section 4.6 below) provided that, in such event, if cash is the form of consideration so elected by Henkel, then Ecolab will have the option to make such payment by delivering an unsecured, non-negotiable promissory note in the principal amount equal to the Purchase Price payable to Henkel in Euro with a maturity 60 days after Closing and bearing interest at the two-month LIBOR rate plus thirty (30) basis points, as quoted on Telerate page number 3750 as of 11:00 a.m. London time, per annum. Once Henkel notifies Ecolab of its election pursuant to this Section, the election may not be revoked or changed.

Election as to Form of Consideration. Notwithstanding Section ------------------------------------ 5.2(a), if Westinghouse elects to exercise its rights under Section 5.2(a) with respect to any C&D Sale the terms of which provide for payment in consideration other than cash, Westinghouse may, at its option, make such payment in the form of consideration provided by such terms (including, if the consideration consists in whole or in part of the delivery of any debt security of any Person or other promise of any Person to pay cash, by delivery of a security or other promise of Westinghouse, of the same tenor) or in cash equal to the fair market value of such consideration. For the purpose of determining the fair market value of any non-cash consideration, (i) any portion of such - consideration in the form of securities shall be valued at the arithmetical average of the closing sale prices of such securities over the five trading days immediately preceding the relevant date on the national securities exchange on which such securities are listed, or, if not so listed, as reported by the National Association of Securities Dealers Automated Quotations System, or, if not so reported, at the average of the high bid and low asked quotations for the securities as reported by the National Quotations Bureau Incorporated or a similar organization, or, if no price quotations are available, such securities shall be valued by the Board of Directors of the Company in good faith as of the relevant date or, at the election (which shall be made in its Notice of Acceptance) and expense of Westinghouse, by an independent valuer with expertise in valuing such securities selected by the Company with the prior approval of Westinghouse, such approval not to be unreasonably withheld; and (ii) any other portion of such -- consideration shall be valued by the Board of Directors of the Company in good faith as of the relevant date or, at the election (which shall be made in its Notice of Acceptance) and expense of Westinghouse, by an independent valuer with expertise in valuing such consideration selected by the Company with the prior approval of Westinghouse, such approval not to be unreasonably withheld.