Election Procedure. (a) Each person who, on or prior to the Election Date, is a registered holder of Shares, other than Excluded Shares, shall be entitled to specify the number of such holder’s Shares with respect to which such holder makes a Mixed Election, a Cash Election or a Stock Election by complying with the procedures set forth in this Section 4.3.
(b) Parent shall prepare and file as an exhibit to the Form S-4 a form of election (the “Form of Election”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Form of Election and such Certificates to the Exchange Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and the Company shall mail to each registered holder of Shares as of the record date for the Company Shareholders Meeting the Form of Election with the Company’s proxy statement. The Form of Election shall be used by each registered holder of Shares (or, in the case of nominee holders, the beneficial owner through proper instructions and documentation) to make a Mixed Election, a Cash Election or a Stock Election. In the event that a holder fails to make a Mixed Election, a Cash Election or a Stock Election with respect to any Shares held or beneficially owned by such holder, then such holder shall be deemed to have made a Mixed Election with respect to those Shares (each such Share, a “Non-Electing Share”). The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become registered holders of Shares during the period between the record date for the Company Shareholders Meeting and the Election Date.
(c) Any holder’s election will be deemed properly made only if the Exchange Agent has received at its designated office, by 5:00 p.m. (New York City time) on (i) the date of the Company Shareholders Meeting or (ii) if the Closing Date is more than four (4) Business Days after the date of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “Election Date”), a Form of Election duly completed and validly executed and accompanied by (A) Certificates representing the Shares to which such Form of Election relates (or customary affidavits and, if required by the procedures set forth in the Form of Election, the posting by such person of a bond in such reasonable amount as the Form of Election may d...
Election Procedure. (1) The Financial Services Union must take the initiative to hold elections as set out in article 5. The protection of union representatives becomes effective at the time the employer is informed in writing of the election results.
(2) The election is not valid until it has been approved by the Financial Services Union and the company has been notified in writing of the results, where appropriate by e-mail. The notice from the Financial Services Union must contain the following information: - the election date - the name and occupation of the person elected - the unit(s) for which the person in question has been elected union representative - the number of members of the Financial Services Union in the unit(s) in question - the number of participants in the election.
(3) Any objections to the election must reach the Financial Services Union no later than four weeks after receipt of the written notice from the Financial Services Union concerning its approval of the election. The employer’s objections to the election must be submitted to FA, which must pass on the objections to the Financial Services Union within the four- week period allowed for submitting objections. In the event of disagreement, the matter must be subject to negotiation between the parties to the agreement, and if no agreement can be reached, the matter must be heard by an arbitration tribunal in accordance with the rules governing the handling of union-related disputes.
Election Procedure. 1. For all Departments, the elections shall be held at the beginning of the winter session of even-numbered years. Furthermore, in the English and French Departments, elections shall also be held in odd-numbered years for one (1) of the two (2) members representing the Department’s Instructors, to ensure continuity within the Committee. The Union shall inform eligible members about the election procedure for Personnel Committee members. The period of nominations for candidates shall last fourteen (14) Days;
2. At the end of the nomination period, the Union shall send the Instructors in each Department a list of candidates as well as a ballot form;
3. The elections shall be held over a period of seven (7) consecutive Days and conclude at the latest at the end of the fifth (5th) week of the session.
Election Procedure. 4 1.5. Issuance of Purchaser Stock and Payment of Cash Consideration; Proration...................................................................6 1.6. Issuance of Purchaser Stock.....................................................................8 1.7. Payment of Cash Consideration...................................................................9 1.8. Options........................................................................................10 1.9.
Election Procedure. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing the Seller Shares shall pass, only upon proper delivery of such certificates to the Exchange Agent (as defined below)) in such form as Buyer and Seller shall mutually agree (the “Election Form”) shall be mailed at least 30 calendar days prior to the anticipated Effective Time or on such other date as Seller and Buyer shall mutually agree (the “Mailing Date”) to each holder of record of Seller Shares as of the close of business on the fifth Nasdaq trading day prior to the Mailing Date (the “Election Form Record Date”).
Election Procedure. (a) Each holder of Company Shares (other than holders of Company Shares to be cancelled as set forth in Section 3.1(g)) shall have the right to submit a request specifying that all of such holder's Company Shares shall be converted into the Parent Stock Consideration, into the Cash Consideration or into a combination of Cash Consideration and Parent Stock Consideration, without interest in the Merger in accordance with the following procedure:
(i) Each holder of Company Stock may specify in a request made in accordance with the provisions of this Section 3.2 (herein called an "Election") to:
(A) convert each Company Share owned by such holder into the right to receive the Parent Stock Consideration in the Merger (a "Stock Election");
(B) convert each Company Share owned by such holder into the right to receive the Cash Consideration in the Merger (a "Cash Election"); or
(C) convert all of the Company Shares owned by such holder into the right to receive the Merger Consideration in the ratio of fifty-five percent (55%) in the form of Cash Consideration and forty-five percent (45%) in the form of Parent Stock Consideration (a "Cash/Stock Election").
(A) On a per Company Share basis within the Fixed Price Parent Stock Range, the value of the Merger Consideration on the Closing Date based on a Stock Election (assuming no proration thereof under Section 3.3) would be $33.00 in Parent Stock Consideration (using the Closing Market Price).
(B) On a per Company Share basis within the Fixed Price Parent Stock Range, the value of the Merger Consideration on the Closing Date based on a Cash Election (assuming no proration thereof under Section 3.3) would be $33.00 in Cash Consideration.
(C) On a per Company Share basis, within the Fixed Price Parent Stock Range, the value of the Merger Consideration on the Closing Date based on a Cash/Stock Election would be $18.15 in Cash Consideration and $14.85 in Parent Stock Consideration (using the Closing Market Price).
(iii) A Form of Election (as defined in 3.2(b) below) shall be included with each copy of the Joint Proxy Statement (as defined in Section 6.9) mailed to shareholders of the Company in connection with the meeting of shareholders called to consider the approval of this Agreement. The Company shall use its reasonable best efforts to mail or otherwise make available the Form of Election to all persons who become record holders of Company Shares subsequent to the date of such mailing and prior to the Election Deadli...
Election Procedure. 4.1. The Financial Services Union takes the initiative to hold an election. The protection of the trade union representative commences on the date when the company receives written information about the election result.
4.2. The election is not valid until it has been approved by the Financial Services Union and communicated to the company in writing, possibly by email. The notice from the Financial Services Union must include information about: – The date of the election – The name and job title of the person elected – The number of members of the Financial Services Union employed by the company – The number of persons participating in the election.
4.3. Any objections to the election must be received by the Financial Services Union within four weeks of receipt of the written notice from the Financial Services Union about the approval of the election. In case of disputes, the matter is negotiated between the contracting parties, and if no agreement is reached in this way, the matter is brought before an arbitration tribunal according to the rules for settlement of industrial disputes.
Election Procedure. To elect Preferential Placement the employee shall designate up to twelve (12) domestic General Electric Company manufacturing plant, service shop or distribution center locations within the four-year eligibility period on forms provided exclusively by the Company. Effective January 1, 2004, the term “locations” used in the prior sentence shall be construed for the sole purpose of this paragraph to include like locations maintained by GE affiliates participating in the Job and Income Security Plan for Hourly Employees and the Job and Income Security Plan for Nonexempt Employees. This election will not affect an individual's continuity of service. Individuals otherwise eligible for Preferential Placement pursuant to Section (d)(1)(i) and Section (d)(1)(ii) above, and who have made this election, will be placed in Preferential Placement status either: (i) on their designated termination date for plant closing, or (ii) or their layoff date. Individuals eligible for Preferential Placement under Section 3(d)(1)(iii) and who have made this election, will be placed on Preferential Placement after three (3) months on protected service due to layoff. Individuals otherwise eligible for Preferential Placement pursuant to Section 3(d)(1)(i) or Section 3(d)(1)(ii) above may request, following the conclusion of decision bargaining, that their plant layoff date be advanced in order to assume Preferential Placement and accept Preferential Placement to their anticipated plant closing or layoff date. Local management shall give due regard to such request; provided, however, that employees affected by a plant closing shall have the right to have their plant closing date advanced in order to assume preferential placement and accept placement if their plant closing date has been exceeded by 12 months. If the vacated position must be filled, the Company may utilize temporary services after exhausting the recall list provided, however, no plant closing benefits attributable to the recall will be available. Locations can be added to the employee’s list to reach the twelve (12) limit, but no listed location can be eliminated and replaced or substituted for (even if closed).
Election Procedure. The amount elected by a Participant in accordance with an Elective Deferral Election shall be determined within the limits specified in the Adoption Agreement. An Elective Deferral Election shall be made in a manner prescribed by the Plan Administrator or under an automatic enrollment procedure (such as a negative election procedure) approved by the Plan Administrator, but no election shall be effective prior to acceptance by the Plan Administrator. An Elective Deferral Election may only be made with respect to amounts that (1) are not currently available to the Participant on the date of the election or (2) would (but for the Elective Deferral Election) become currently available after the later of the date on which the Employer adopts the cash or deferred arrangement or the date on which the arrangement becomes effective. The Plan Administrator may reduce the amount of any Elective Deferral Election, or make such other modifications as necessary, so that the Plan complies with the provisions of the Code and the Plan. A Participant’s Elective Deferral Election shall remain in effect until modified or terminated. Modification or termination of an Elective Deferral Election shall be made at such time as determined by the Plan Administrator in its sole discretion, or as prescribed by applicable selections under the automatic increase section of an Adoption Agreement, but the Participant must be provided with the opportunity to modify or terminate an Elective Deferral Election at least annually. In the event that an automatic enrollment procedure is in effect, the Plan Administrator shall give a notice to each Eligible Employee on or about the time that he or she becomes eligible to make an Elective Deferral Election that explains the automatic enrollment procedure and his or her right to elect or revoke an automatic enrollment Elective Deferral Election, or to alter the amount of the automatic Elective Deferral Contribution under the automatic enrollment Elective Deferral Election, including the procedure for exercising those rights and the timing for implementation of any such election. In addition, prior to the commencement of each subsequent Plan Year, the Plan Administrator shall give a similar notice to each such Eligible Employee if an automatic enrollment Elective Deferral Election will be in effect for that Eligible Employee for such Plan Year.
Election Procedure. Each holder of FNBPA Shares (other than holders of Cancelled Shares) shall have the right to submit a request (an “Election”) to convert the FNBPA Shares owned by such holder into: (1) the right to receive the Juniata Stock Consideration in the Merger (a “Stock Election”); (2) the right to receive the Cash Consideration in the Merger (a “Cash Election”); or (3) the right to receive the Cash Consideration in the Merger for a portion of the FNBPA Shares owned, and the right to receive the Juniata Stock Consideration in the Merger for the remainder of the FNBPA Shares owned (a “Cash/Stock Election”).
(i) Juniata shall prepare a form (the “Form of Election”), which shall be in form and substance reasonably acceptable to FNBPA, pursuant to which each holder of FNBPA Shares, no later than at the close of business on the Election Deadline, may make an Election. The Form of Election shall be mailed to shareholders of FNBPA following the meeting of FNBPA shareholders called to consider the approval of this Agreement on a timing mutually agreed by Juniata and FNBPA. Juniata and FNBPA shall each use its reasonable best efforts to mail or otherwise make available the Form of Election to all persons entitled to make an election.
(ii) Holders of record of FNBPA Shares who hold such shares as nominees, trustees, or in other representative capacities may submit multiple Forms of Election, provided that such representative certifies that each Form of Election covers all FNBPA Shares held by such representative for a particular beneficial owner.
(iii) Not later than the effective date of the Proxy Statement-Prospectus filed with the SEC, Juniata shall appoint Computershare as the person to receive Forms of Election and to act as Exchange Agent under this Agreement. Any FNBPA shareholder’s Election shall have been made properly only if the Exchange Agent shall have received, by 5:00 p.m., local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates for the FNBPA Shares to which such Form of Election relates (or by an appropriate guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or of the Financial Industry Regulatory Authority or a commercial bank or trust company in the United States, provided such certificates are in fact delivered to th...
