Election of Consideration. Pursuant to Section 2.1(d) of the Merger Agreement, but subject to Section 2.3 of the Merger Agreement, the Shareholder hereby elects to receive shares of Continuing Corporation Common Stock for the shares of EVBS Series B Preferred Stock held by the Shareholder (the “Initial Election”). Notwithstanding the foregoing, the Shareholder may elect via written notice to EVBS and SONA at least five (5) days prior to the anticipated Effective Date to amend the Initial Election such that (i) the Shareholder’s ownership of Continuing Corporation Common Stock immediately following the Effective Date will not exceed the maximum number of shares of Continuing Corporation Common Stock (the “Maximum Amount”) subject to the prior approval of, requiring a favorable non-control determination by, or any non-objection of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) or the Federal Reserve Bank of Richmond (the “Richmond Fed”) and (ii) the Shareholder shall have elected to receive shares of Continuing Corporation Non-Voting Common Stock in exchange for each share of EVBS Series B Preferred Stock in lieu of shares of Continuing Corporation Common Stock in excess of the Maximum Amount.
Election of Consideration. Each stockholder will be given the opportunity to elect to receive with respect to such stockholder’s shares of Company Common Stock either Equity Unit(s) (an “Equity Election”), or the Equity/Cash Consideration (an “Equity/Cash Election”). Each stockholder that either (i) makes an Equity Election, (ii) does not submit a properly completed Election Form (as defined below) prior to the Election Deadline (as defined below), (iii) revokes an Election Form prior to the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, or (iv) makes no election, shall be deemed to have made an Equity Election.
Election of Consideration. With its proxy materials, First Bank --------------------------- shall mail or deliver to each holder of record of First Bank Common Stock appropriate election materials. The election materials shall include an Election Form (with instructions) which Electing Shareholders may use to elect to receive Cash Consideration, Stock Consideration or a mixture of both. Electing Shareholders may change their election with a written notice to First Bank up and until five business days prior to the Closing Date, after which no Electing Shareholder may change an election. Four days prior to the anticipated Closing Date, First Bank shall deliver the election information to Community Capital. An Electing Shareholder that does not deliver an election to First Bank prior to five business days before the Closing Date will be deemed to have elected 100% Stock Consideration and no Cash Consideration.
Election of Consideration. Subject to Sections 1.5(b) and 1.5(c) below, each shareholder of Home Savings may, by written notice to FNB in the manner described below, elect individually the form of consideration into which all such shareholder's shares of Home Savings Stock will be converted at the Effective Time as provided in Section 1.4(a) above. Within ten days following approval of this Agreement and the Plan of Merger by the shareholders of Home Savings at the Shareholders' Meeting (as defined in Section 6.1(a) below), Home Savings will mail written instructions to each of its shareholders regarding the making of an election, for the conversion of their respective shares, together with a notice (a "Notice of Election"), which each shareholder shall be required to use for purposes of making such election. Each shareholder may elect to receive one of the following forms of consideration: (i) cash at the rate of the Cash Factor per share of Home Savings Stock; (ii) shares of FNB Stock at the rate of the Exchange Ratio per share of Home Savings Stock; or (iii) a combination of cash and shares of FNB Stock at such respective rates based on increments of five percent (5%) (for example, 85% shares of FNB Stock and 15% cash, or 50% shares of FNB Stock and 50% cash). The instructions of Home Savings shall specify a date by which a shareholder's election must be made (the "Election Date," which shall be set by FNB, but in no event to be less than fifteen (15) or more than thirty (30) days following the date that the above instructions and form are first distributed to the shareholders of Home Savings). The above instructions and Notice of Election distributed to the shareholders of Home Savings shall be provided by and in a form satisfactory to FNB. In order to make an effective election, a Home Savings shareholder must deliver to FNB a properly completed Notice of Election on or before the close of its business on the Election Date and in accordance with FNB's instructions. Any shareholder who does not make an election or whose Notice of Election is not timely received by FNB or otherwise is not made in accordance with FNB's instructions (including any shareholder who has exercised Dissenters' Rights, as defined in Section 1.6 hereof) will be deemed to have elected that sixty percent (60%) of such shareholder's shares of Home Savings Stock be converted into FNB Stock at the rate of the Exchange Ratio per share of Home Savings Stock and that the remaining forty percent (40%) be converted...
Election of Consideration. (a) Subject to the allocation and election procedures and requirements set forth in this Section 2.4 and Sections 2.5 and 2.10 below, each holder of record (as of the Election Deadline) of shares of LifeMinders Common Stock will be entitled to elect to receive with respect to all of such holder's shares (the "Shares"): (i) cash (the "Cash Election"); or (ii) cash (the "Cash Portion") for a percentage of the Shares equal to a fraction, the numerator of which is 24 and the denominator of which is 72, and shares of XMM Common Stock (the "Stock Portion") for a percentage of the Shares equal to a fraction, the numerator of which is 48 and the denominator of which is 72 (the "Cash/Stock Election"); or (iii) shares of XMM Common Stock, and no cash, (the "Stock Election"). All elections shall be made on a form designed for that purpose by XMM with the reasonable approval of LifeMinders (the "Election Form") in accordance with the procedures specified in Section 2.5.
Election of Consideration. Notwithstanding anything to the contrary herein or in the Equity Definitions, in respect of any Merger Event or Tender Offer, to the extent that a holder of Shares equal to the Number of Shares would be entitled to elect the consideration for, or to participate in, such Merger Event or Tender Offer (the consideration for such Merger Event or Tender Offer, the “Replacement Assets”), Buyer shall be entitled to make such election for purposes of this Transaction, at any time prior to the latest time as of which such a holder may make such an election, in which case the Replacement Assets, if any, that such holder making such election would be entitled to receive shall be deemed to be the consideration for such Merger Event or Tender Offer for purposes of Article 12 of the Equity Definitions (including, without limitation, for purposes of determining whether such event is a Share-for-Share, Share-for-Other or Share-for-Combined Merger Event or Tender Offer and Section 12.5 of the Equity Definitions), and the applicable consequences of such Merger Event or Tender Offer pursuant to Article 12 of the Equity Definitions shall be determined on the basis of such deemed consideration. Composition of Combined Consideration: Not Applicable. Nationalization, Insolvency or Delisting: Negotiated Closed-out.
