Common use of Election Procedure Clause in Contracts

Election Procedure. Each holder of Columbia Shares (other than holders of Columbia Shares to be cancelled as set forth in Section 2.1(d)) shall have the right to submit a request specifying either that such holder’s Columbia Shares shall be converted into the Fulton Stock Consideration, Cash Consideration or a combination of Cash Consideration and Fulton Stock Consideration, without interest, in the Merger in accordance with the following procedures: (i) Each holder of Columbia Shares may specify in a request made in accordance with the provisions of this Section 2.2 (herein called an “Election”) to either: (i) convert each Columbia Share owned by such holder into the right to receive the Fxxxxx Stock Consideration in the Merger (a “Stock Election”); (ii) convert each Columbia Share owned by such holder into the right to receive the Cash Consideration in the Merger (a “Cash Election”); or (iii) convert a portion of the Columbia Shares owned by such holder into the right to receive the Cash Consideration in the Merger, and a portion of the Columbia Shares owned by such holder into the right to receive the Fxxxxx Stock Consideration in the Merger, in such ratio of Fulton Stock Consideration to Cash Consideration of 90%/10% 80%/20%, 70%/30%, 60%/40%, 50%/50%, 40%/60%, 30%/70%, 20%/80%, 10%/90% (a “Cash/Stock Election”). A Form of Election (as defined below) shall be included with each copy of the Proxy Statement/Prospectus (as defined in Section 6.1(b)) mailed to stockholders of Columbia in connection with the meeting of stockholders called to consider the approval of this Agreement. Fulton and Columbia shall each use its reasonable best efforts to mail or otherwise make available the Form of Election to all persons who become holders of Columbia Shares during the period between the record date for such stockholder meeting and the Election Deadline (as defined in Section 2.2(a)(iv)). (ii) Fulton shall prepare a form (the “Form of Election”), which shall be in form and substance acceptable to Columbia, pursuant to which each holder of Columbia Shares, no later than at the close of business on the Election Deadline, may make an Election and which shall be mailed to the Columbia stockholders in accordance with Section 2.2(a)(i) so as to permit Columbia’s stockholders to exercise their right to make an Election on or prior to the Election Deadline. (iii) Holders of record of Columbia 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 Columbia Shares held by such representative for a particular beneficial owner. (iv) Not later than the filing of the Proxy Statement/Prospectus with the Securities and Exchange Commission (the “SEC”), as contemplated in Section 6.1(b) hereof, Fulton shall appoint Fxxxxx Financial Advisors, National Association, as the person to receive Forms of Election and to act as exchange agent under this Agreement (the “Exchange Agent”). Any Columbia stockholder’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

Appears in 1 contract

Samples: Merger Agreement (Fulton Financial Corp)

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Election Procedure. (a) Each holder of Columbia Company Shares (other than holders of Columbia Company Shares to be cancelled as set forth in Section 2.1(d3.1(f)) shall have the right to submit a request specifying either that all of such holder’s Columbia 's Company Shares shall be converted into the Fulton Parent Stock Consideration, into the Cash Consideration or into a combination of Cash Consideration and Fulton Parent Stock Consideration, without interest, interest in the Merger in accordance with the following proceduresprocedure: (i) Each holder of Columbia Shares Company Stock may specify in a request made in accordance with the provisions of this Section 2.2 3.2 (herein called an "Election") to either: to: (iA) convert Convert each Columbia Company Share owned by such holder into the right to receive the Fxxxxx Parent Stock Consideration in the Merger (a "Stock Election"); ; (iiB) convert Convert each Columbia Company Share owned by such holder into the right to receive the Cash Consideration in the Merger (a "Cash Election"); or or (iiiC) convert a portion Convert all of the Columbia Company Shares owned by such holder into the right to receive the Cash Merger Consideration in the Merger, ratio of fifty-five percent (55%) in the form of Cash Consideration and a portion forty-five percent (45%) in the form of the Columbia Shares owned by such holder into the right to receive the Fxxxxx Parent Stock Consideration in the Merger, in such ratio of Fulton Stock Consideration to Cash Consideration of 90%/10% 80%/20%, 70%/30%, 60%/40%, 50%/50%, 40%/60%, 30%/70%, 20%/80%, 10%/90% (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 Proxy Statement/Prospectus Statement (as defined in Section 6.1(b)4.10) mailed to stockholders shareholders of Columbia the Company in connection with the meeting of stockholders shareholders called to consider the approval of this Agreement. Fulton Parent and Columbia the Company shall each use its reasonable best efforts to mail or otherwise make available the Form of Election to all persons who become holders of Columbia Company Shares during the period between the record date for such stockholder shareholder meeting and the Election Deadline (as defined in Section 2.2(a)(iv3.2(d)). (iib) Fulton Parent shall prepare a form (the "Form of Election"), which shall be in form and substance acceptable to Columbiathe Company, pursuant to which each holder of Columbia Shares, no later than Company Shares at the close of business on the Election Deadline, Deadline may make an Election and which shall be mailed to the Columbia stockholders Company's shareholders in accordance with Section 2.2(a)(i3.2(a) so as to permit Columbia’s stockholders the Company's shareholders to exercise their right to make an Election on or prior to the Election Deadline. (iiic) Holders of record of Columbia Company 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 Columbia Shares held by such representative for a particular beneficial owner. (ivd) Not later than the filing of the Joint Proxy Statement/Prospectus Statement with the Securities and Exchange Commission (the “SEC”), as contemplated in Section 6.1(b) 6.9 hereof, Fulton Parent shall appoint Fxxxxx Financial Advisors, National Association, a bank acceptable to the Company as the person to receive Forms of Election and to act as exchange agent under this Agreement Agreement, which bank shall be acceptable to the Company (the "Exchange Agent"). Any Columbia stockholder’s Company 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 Company 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 National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States provided such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery). Failure to deliver Company Shares covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election. As used herein, "Election Deadline" means the date announced by Parent (which date shall be agreed upon by the Company), as the last day on which Forms of Election will be accepted; provided, that such date shall be a business day no earlier than ten (10) business days prior to the Effective Time and no later than the date on which the Effective Time occurs. In the event this Agreement shall have been terminated prior to the Effective Time, the Exchange Agent shall immediately return all Election Forms and Certificates for Company Shares to the appropriate Company shareholders.

Appears in 1 contract

Samples: Merger Agreement (Conestoga Enterprises Inc)

Election Procedure. (a) Each holder of Columbia Company Shares (other than holders of Columbia Company Shares to be cancelled as set forth in Section 2.1(d3.1(g)) shall have the right to submit a request specifying either that all of such holder’s Columbia 's Company Shares shall be converted into the Fulton Parent Stock Consideration, into the Cash Consideration or into a combination of Cash Consideration and Fulton Parent Stock Consideration, without interest, interest in the Merger in accordance with the following proceduresprocedure: (i) Each holder of Columbia Shares Company Stock may specify in a request made in accordance with the provisions of this Section 2.2 3.2 (herein called an "Election") to either: to: (iA) convert each Columbia Company Share owned by such holder into the right to receive the Fxxxxx Parent Stock Consideration in the Merger (a "Stock Election"); ; (iiB) convert each Columbia Company Share owned by such holder into the right to receive the Cash Consideration in the Merger (a "Cash Election"); or or (iiiC) convert a portion all of the Columbia Company Shares owned by such holder into the right to receive the Cash Merger Consideration in the Merger, ratio of fifty-five percent (55%) in the form of Cash Consideration and a portion forty-five percent (45%) in the form of the Columbia Shares owned by such holder into the right to receive the Fxxxxx Parent Stock Consideration in the Merger, in such ratio of Fulton Stock Consideration to Cash Consideration of 90%/10% 80%/20%, 70%/30%, 60%/40%, 50%/50%, 40%/60%, 30%/70%, 20%/80%, 10%/90% (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/Prospectus Statement (as defined in Section 6.1(b)6.9) mailed to stockholders shareholders of Columbia the Company in connection with the meeting of stockholders shareholders called to consider the approval of this Agreement. Fulton and Columbia The Company shall each use its reasonable best efforts to mail or otherwise make available the Form of Election to all persons who become record holders of Columbia Company Shares during subsequent to the period between the record date for of such stockholder meeting mailing and prior to the Election Deadline (as defined in Section 2.2(a)(iv)3.2(d) below). (iib) Fulton Parent shall prepare a form (the "Form of Election"), which shall be in form and substance reasonably acceptable to Columbiathe Company, pursuant to which each holder of Columbia Shares, no later than at Company Shares as of the close of business on the Election Deadline, Effective Time may make an Election and which shall be mailed to the Columbia stockholders Company's shareholders in accordance with Section 2.2(a)(i3.2(a) so as to permit Columbia’s stockholders the Company's shareholders to exercise their right to make an Election on or prior to the Election Deadline. (iiic) Holders of record of Columbia Company 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 Columbia Shares held by such representative for a particular beneficial owner. (ivd) Not later than Reasonably promptly following the initial filing of the Joint Proxy Statement/Prospectus Statement (as defined in Section 6.9 below) with the Securities and Exchange Commission (the “SEC”), as contemplated in Section 6.1(b) 6.9 hereof, Fulton Parent shall appoint Fxxxxx Financial Advisors, National Association, a bank or trust company reasonably acceptable to the Company as the person to receive Forms of Election and to act as exchange agent under this Agreement Agreement, which bank shall be acceptable to the Company (the "Exchange Agent"). Any Columbia stockholder’s Company 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 Company 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 National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States provided such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery). Failure to deliver Company Shares covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election. As used herein, "Election Deadline" means 5:00 p.m. Eastern Standard Time, on the tenth day after the Effective Time. In the event this Agreement shall have been terminated prior to the Effective Time, the Exchange Agent shall immediately return any Forms of Election and Certificates for Company Shares to the appropriate Company shareholders. Promptly after the Effective Time, Parent shall use reasonable best efforts to cause the Exchange Agent to mail to each holder of record as of the Effective Time a notice containing the conversion ratio.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Conestoga Enterprises Inc)

Election Procedure. Each holder of Columbia Somerset Shares (other than ------------------- holders of Columbia Somerset Shares to be cancelled as set forth in Section 2.1(d)) shall have the right to submit a request specifying either that such holder’s Columbia 's Somerset Shares shall be converted into the Fulton Stock ConsiderationConsiderxxxxx, Cash Consideration or a combination of Cash Consideration and Fulton Stock Consideration, without interest, in the Merger in accordance with the following procedures: (i) Each holder of Columbia Shares Somerset Stock may specify in a request made in accordance with the provisions of this Section 2.2 (herein called an "Election") to either: (i) convert each Columbia Somerset Share owned by such holder into the right to receive the Fxxxxx Fulton Stock Consideration Consideratiox in the Merger (a "Stock Election"); (ii) convert each Columbia Somerset Share owned by such holder into the right to receive the Cash Consideration in the Merger (a "Cash Election"); or (iii) convert a portion of the Columbia Somerset Shares owned by such holder into the right to receive the Cash Consideration in the Merger, and a portion of the Columbia Somerset Shares owned by each such holder into the right to receive the Fxxxxx Fulton Stock Consideration Conxxxxxxtion in the Merger, in such the ratio of Fulton Stock Consideration to Cash Consideration of 90%/10either 80%/20% 80%/20%, 70%/30%, or 60%/40%, 50%/50%, 40%/60%, 30%/70%, 20%/80%, 10%/90% (a "Cash/Stock Election"). A Form of Election (as defined below) shall be included with each copy of the Proxy Statement/Prospectus (as defined in Section 6.1(b)) mailed to stockholders shareholders of Columbia Somerset in connection with the meeting of stockholders shareholders called to consider the approval of this Agreement. Fulton and Columbia Somerset shall each use its reasonable best efforts to mail or otherwise make available the Form of Election to all persons who become holders of Columbia Somerset Shares during the period between the record date for such stockholder shareholder meeting and the Election Deadline (as defined in Section 2.2(a)(iv)). (ii) Fulton shall prepare a form (the "Form of Election"), which shall be in form and substance acceptable to ColumbiaSomerset, pursuant to which each holder of Columbia Somerset Shares, no later than at the close of business on the Election Deadline, may make an Election and which shall be mailed to the Columbia stockholders Somerset shareholders in accordance with Section 2.2(a)(i) so as to permit Columbia’s stockholders Somerset's shareholders to exercise their right to make an Election on or prior to the Election Deadline. (iii) Holders of record of Columbia Somerset 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 Columbia Somerset Shares held by such representative for a particular beneficial owner. (iv) Not later than the filing of the Proxy Statement/Prospectus with the Securities and Exchange Commission (the "SEC"), as contemplated in Section 6.1(b) hereof, Fulton shall appoint Fxxxxx Fulton Financial AdvisorsXxxxxors, National Association, as the person to receive Forms of Election and to act as exchange agent under this Agreement (the "Exchange Agent"). Any Columbia stockholder’s Somerset 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 Somerset 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 National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States provided such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery). Failure to deliver Somerset Shares covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election. As used herein, "Election Deadline" means the date announced by Fulton (which date shall be agreed upon by Somerset), as the last day on which Forms of Election will be accepted. In the event this Agreement shall have been terminated prior to the Effective Time, the Exchange Agent shall immediately return all Election Forms and Certificates for Somerset Shares to the appropriate Somerset shareholders.

Appears in 1 contract

Samples: Merger Agreement (SVB Financial Services Inc)

Election Procedure. (a) Each holder of Columbia Company Shares (other than holders of Columbia Company Shares to be cancelled as set forth in Section 2.1(d3.1(f)) shall have the right to submit a request specifying either that all of such holder’s Columbia 's Company Shares shall be converted into the Fulton Parent Stock Consideration, into the Cash Consideration or into a combination of Cash Consideration and Fulton Parent Stock Consideration, without interest, interest in the Merger in accordance with the following proceduresprocedure: (i) Each holder of Columbia Shares Company Stock may specify in a request made in accordance with the provisions of this Section 2.2 3.2 (herein called an “Election”"ELECTION") to either: to: (iA) convert Convert each Columbia Company Share owned by such holder into the right to receive the Fxxxxx Parent Stock Consideration in the Merger (a “Stock Election”"STOCK ELECTION"); ; (iiB) convert Convert each Columbia Company Share owned by such holder into the right to receive the Cash Consideration in the Merger (a “Cash Election”"CASH ELECTION"); or or (iiiC) convert a portion Convert all of the Columbia Company Shares owned by such holder into the right to receive the Cash Merger Consideration in the Mergerratio 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, and a portion the value of the Columbia Shares owned by such holder into Merger Consideration on the right to receive the Fxxxxx 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 MergerFixed Price Parent Stock Range, in such ratio the value of Fulton Stock the Merger Consideration to Cash Consideration of 90%/10% 80%/20%, 70%/30%, 60%/40%, 50%/50%, 40%/60%, 30%/70%, 20%/80%, 10%/90% (on the Closing Date based on a Cash/Stock Election”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 Proxy Statement/Prospectus Statement (as defined in Section 6.1(b)4.10) mailed to stockholders shareholders of Columbia the Company in connection with the meeting of stockholders shareholders called to consider the approval of this Agreement. Fulton Parent and Columbia the Company shall each use its reasonable best efforts to mail or otherwise make available the Form of Election to all persons who become holders of Columbia Company Shares during the period between the record date for such stockholder shareholder meeting and the Election Deadline (as defined in Section 2.2(a)(iv3.2(d)). (iib) Fulton Parent shall prepare a form (the “Form of Election”"FORM OF ELECTION"), which shall be in form and substance acceptable to Columbiathe Company, pursuant to which each holder of Columbia Shares, no later than Company Shares at the close of business on the Election Deadline, Deadline may make an Election and which shall be mailed to the Columbia stockholders Company's shareholders in accordance with Section 2.2(a)(i3.2(a) so as to permit Columbia’s stockholders the Company's shareholders to exercise their right to make an Election on or prior to the Election Deadline. (iiic) Holders of record of Columbia Company 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 Columbia Shares held by such representative for a particular beneficial owner. (ivd) Not later than the filing of the Joint Proxy Statement/Prospectus Statement with the Securities and Exchange Commission (the “SEC”), as contemplated in Section 6.1(b) 6.9 hereof, Fulton Parent shall appoint Fxxxxx Financial Advisors, National Association, a bank acceptable to the Company as the person to receive Forms of Election and to act as exchange agent under this Agreement Agreement, which bank shall be acceptable to the Company (the “Exchange Agent”"EXCHANGE AGENT"). Any Columbia stockholder’s Company 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 Company 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 National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States provided such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery). Failure to deliver Company Shares covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election. As used herein, "ELECTION DEADLINE" means the date announced by Parent (which date shall be agreed upon by the Company), as the last day on which Forms of Election will be accepted; provided, that such date shall be a business day no earlier than ten (10) business days prior to the Effective Time and no later than the date on which the Effective Time occurs. In the event this Agreement shall have been terminated prior to the Effective Time, the Exchange Agent shall immediately return all Election Forms and Certificates for Company Shares to the appropriate Company shareholders. (e) Any Company shareholder may at any time prior to the Election Deadline change his Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a revised Form of Election properly completed and signed. (f) Any Company shareholder may, at any time prior to the Election Deadline, revoke his Election by written notice received by the Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of his certificates for Parent Stock, or of the guarantee of delivery of such certificates, previously deposited with the Exchange Agent. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by Parent or the Company that this Agreement has been terminated. Any Company shareholder who shall have deposited certificates for Company Shares with the Exchange Agent shall have the right to withdraw such certificates by written notice received by the Exchange Agent prior to the Election Deadline and thereby revoke his Election as of the Election Deadline if the Merger shall not have been consummated prior thereto. (g) Parent shall have the right to make rules, not inconsistent with the terms of this Agreement, governing the validity of the Forms of Election, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by Section 3.3, the issuance and delivery of certificates for Parent Stock into which Company Shares are converted in the Merger and the payment of cash for Company Shares converted into the right to receive the Cash Consideration in the Merger.

Appears in 1 contract

Samples: Merger Agreement (D&e Communications Inc)

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Election Procedure. (a) Each holder of Columbia Company Shares (other than holders of Columbia Company Shares to be cancelled as set forth in Section 2.1(d3.1(g)) shall have the right to submit a request specifying either that all of such holder’s Columbia 's Company Shares shall be converted into the Fulton Parent Stock Consideration, into the Cash Consideration or into a combination of Cash Consideration and Fulton Parent Stock Consideration, without interest, interest in the Merger in accordance with the following proceduresprocedure: (i) Each holder of Columbia Shares Company Stock may specify in a request made in accordance with the provisions of this Section 2.2 3.2 (herein called an “Election”"ELECTION") to either: to: (iA) convert each Columbia Company Share owned by such holder into the right to receive the Fxxxxx Parent Stock Consideration in the Merger (a “Stock Election”"STOCK ELECTION"); ; (iiB) convert each Columbia Company Share owned by such holder into the right to receive the Cash Consideration in the Merger (a “Cash Election”"CASH ELECTION"); or or (iiiC) convert a portion all of the Columbia Company Shares owned by such holder into the right to receive the Cash Merger Consideration in the Mergerratio 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, and a portion the value of the Columbia Shares owned by such holder into Merger Consideration on the right to receive the Fxxxxx 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 MergerFixed Price Parent Stock Range, in such ratio the value of Fulton Stock the Merger Consideration to Cash Consideration of 90%/10% 80%/20%, 70%/30%, 60%/40%, 50%/50%, 40%/60%, 30%/70%, 20%/80%, 10%/90% (on the Closing Date based on a Cash/Stock Election”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/Prospectus Statement (as defined in Section 6.1(b)6.9) mailed to stockholders shareholders of Columbia the Company in connection with the meeting of stockholders shareholders called to consider the approval of this Agreement. Fulton and Columbia The Company shall each use its reasonable best efforts to mail or otherwise make available the Form of Election to all persons who become record holders of Columbia Company Shares during subsequent to the period between the record date for of such stockholder meeting mailing and prior to the Election Deadline (as defined in Section 2.2(a)(iv)3.2(d) below). (iib) Fulton Parent shall prepare a form (the “Form of Election”"FORM OF ELECTION"), which shall be in form and substance reasonably acceptable to Columbiathe Company, pursuant to which each holder of Columbia Shares, no later than at Company Shares as of the close of business on the Election Deadline, Effective Time may make an Election and which shall be mailed to the Columbia stockholders Company's shareholders in accordance with Section 2.2(a)(i3.2(a) so as to permit Columbia’s stockholders the Company's shareholders to exercise their right to make an Election on or prior to the Election Deadline. (iiic) Holders of record of Columbia Company 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 Columbia Shares held by such representative for a particular beneficial owner. (ivd) Not later than Reasonably promptly following the initial filing of the Joint Proxy Statement/Prospectus Statement (as defined in Section 6.9 below) with the Securities and Exchange Commission (the “SEC”), as contemplated in Section 6.1(b) 6.9 hereof, Fulton Parent shall appoint Fxxxxx Financial Advisors, National Association, a bank or trust company reasonably acceptable to the Company as the person to receive Forms of Election and to act as exchange agent under this Agreement Agreement, which bank shall be acceptable to the Company (the “Exchange Agent”"EXCHANGE AGENT"). Any Columbia stockholder’s Company 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 Company 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 National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States provided such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery). Failure to deliver Company Shares covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election. As used herein, "ELECTION DEADLINE" means 5:00 p.m. Eastern Standard Time, on the tenth day after the Effective Time. In the event this Agreement shall have been terminated prior to the Effective Time, the Exchange Agent shall immediately return any Forms of Election and Certificates for Company Shares to the appropriate Company shareholders. Promptly after the Effective Time, Parent shall use reasonable best efforts to cause the Exchange Agent to mail to each holder of record as of the Effective Time a notice containing the conversion ratio.

Appears in 1 contract

Samples: Agreement and Plan of Merger (D&e Communications Inc)

Election Procedure. Each holder of Columbia Shares (other than holders of Columbia Shares to be cancelled as set forth in Section 2.1(d)) shall have the right to submit a request specifying either that such holder’s Columbia Shares shall be converted into the Fulton Xxxxxx Stock Consideration, Cash Consideration or a combination of Cash Consideration and Fulton Stock Consideration, without interest, in the Merger in accordance with the following procedures: (i) Each holder of Columbia Shares may specify in a request made in accordance with the provisions of this Section 2.2 (herein called an “Election”) to either: (i) convert each Columbia Share owned by such holder into the right to receive the Fxxxxx Xxxxxx Stock Consideration in the Merger (a “Stock Election”); (ii) convert each Columbia Share owned by such holder into the right to receive the Cash Consideration in the Merger (a “Cash Election”); or (iii) convert a portion of the Columbia Shares owned by such holder into the right to receive the Cash Consideration in the Merger, and a portion of the Columbia Shares owned by such holder into the right to receive the Fxxxxx Xxxxxx Stock Consideration in the Merger, in such ratio of Fulton Stock Consideration to Cash Consideration of 90%/10% 80%/20%, 70%/30%, 60%/40%, 50%/50%, 40%/60%, 30%/70%, 20%/80%, 10%/90% (a “Cash/Stock Election”). A Form of Election (as defined below) shall be included with each copy of the Proxy Statement/Prospectus (as defined in Section 6.1(b)) mailed to stockholders of Columbia in connection with the meeting of stockholders called to consider the approval of this Agreement. Fulton and Columbia shall each use its reasonable best efforts to mail or otherwise make available the Form of Election to all persons who become holders of Columbia Shares during the period between the record date for such stockholder meeting and the Election Deadline (as defined in Section 2.2(a)(iv)). (ii) Fulton shall prepare a form (the “Form of Election”), which shall be in form and substance acceptable to Columbia, pursuant to which each holder of Columbia Shares, no later than at the close of business on the Election Deadline, may make an Election and which shall be mailed to the Columbia stockholders in accordance with Section 2.2(a)(i) so as to permit Columbia’s stockholders to exercise their right to make an Election on or prior to the Election Deadline. (iii) Holders of record of Columbia 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 Columbia Shares held by such representative for a particular beneficial owner. (iv) Not later than the filing of the Proxy Statement/Prospectus with the Securities and Exchange Commission (the “SEC”), as contemplated in Section 6.1(b) hereof, Fulton shall appoint Fxxxxx Financial Advisors, National Association, as the person to receive Forms of Election and to act as exchange agent under this Agreement (the “Exchange Agent”). Any Columbia stockholder’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 certificatesSection

Appears in 1 contract

Samples: Merger Agreement (Columbia Bancorp)

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