Election Procedures; Exchange Agent Sample Clauses

Election Procedures; Exchange Agent. (a) Prior to the date of the Company Stockholder Meeting, Parent and the Company shall prepare a form (an "ELECTION FORM") pursuant to which a holder of record of Company Shares may make a Cash Election with respect to each Company Share owned by such holder. The Company shall cause an Election Form and a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in exchanging certificates representing Company Shares (the "CERTIFICATES") for the Merger Consideration to be included with the Company Proxy Statement (as defined in Section 5.9(a)) and mailed to each holder of record of Company Shares as of the record date for such meeting.
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Election Procedures; Exchange Agent. (a) Prior to the date of the meeting of the Merged Corporation’s shareholders held for the purpose of voting on the approval and adoption of the Plan of Merger (the “Merged Corporation’s Shareholder Meeting”), Parent and the Merged Corporation shall prepare a form (an “Election Form”) pursuant to which a holder of record of Merged Shares may make a Cash Election with respect to each Merged Share owned by such holder. The Merged Corporation shall cause an Election Form and a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in exchanging certificates representing Merged Shares (the “Certificates”) for the Merger Consideration to be included with the Merged Corporation’s proxy statement filed with the Securities and Exchange Comission in connection with the Merger and mailed to each holder of record of Merged Shares as of the record date for such meeting.
Sample 1
Election Procedures; Exchange Agent. (a) Prior to the date of the FBS Shareholder Meeting, FBS and Xenith shall prepare a form (an “Election Form”) pursuant to which a holder of record of FBS Shares may make a Cash Election with respect to each FBS Share owned by such holder. FBS shall cause an Election Form to be included with the Joint Proxy Statement and mailed to each holder of record of FBS Shares as of the record date for such meeting.
Sample 1
Election Procedures; Exchange Agent. (a) Prior to the date of the Bank Shareholder Meeting (as defined in Section 7.02) Parent and the Bank shall prepare a form (an “Election Form”) pursuant to which a holder of record of Bank Shares may make a Cash Election with respect to each Bank Share owned by such holder. The Bank shall cause an Election Form to be included with the Bank Proxy Statement (as defined in Section 5.09(a)) and mailed to each holder of record of Bank Shares as of the record date for such meeting.
Sample 1
Election Procedures; Exchange Agent. (a) Prior to the date of the meeting of the Merged Corporation’s shareholders held for the purpose of voting on the approval and adoption of the Plan of Merger (the “Merged Corporation’s Shareholder Meeting”), Parent and the Merged Corporation shall prepare a form (an “Election Form”) pursuant to which a holder of record of Merged Shares may make a Cash Election with respect to each Merged Share owned by such holder. The Merged Corporation shall cause an Election Form to be included with the Merged Corporation’s proxy statement filed with the Federal Deposit Insurance Corporation in connection with the Merger and mailed to each holder of record of Merged Shares as of the record date for such meeting.
Sample 1
Election Procedures; Exchange Agent. (a) Prior to the date of the Carrollton Meeting, Carrollton shall prepare a form, subject to the approval of Jefferson, which shall not be unreasonably withheld (an “Election Form”), pursuant to which a holder of record of Carrollton Common Stock as of the Record Date may make a Cash Election with respect to each share of Carrollton Common Stock owned by such holder. Carrollton shall cause an Election Form to be included with the Proxy Statement and mailed to each holder of record of Carrollton Common Stock as of the Record Date.
Sample 1

Related to Election Procedures; Exchange Agent

  • Election Procedures Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures:

  • Transaction Procedures All series transactions for the Designated Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Designated Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian.

  • Notification Procedures The Auction Manager will calculate the Applicable Threshold Price no later than the next Business Day after the date that the Return Bids were due. The Auction Manager will insert the amount of Term Loans to be assigned and the applicable settlement date determined by the Auction Manager in consultation with the Offeror onto each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. Upon written request of the submitting Lender, the Auction Manager will promptly return any Auction Assignment and Acceptance received in connection with a Return Bid that is not a Qualifying Bid.

  • Selection Procedures In selecting the Loan Assets to be Pledged pursuant to this Agreement, no selection procedures were employed which are intended to be adverse to the interests of the Lenders.

  • 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.

  • Conversion Procedures To convert a beneficial interest in a global note, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer to the conversion agent through Euroclear and Clearstream facilities and, if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase date, as the case may be.

  • Allocation Procedures On each Business Day, the Credit Facility Team shall seek to collect data on the uninvested cash of Funds listed on Schedule B hereto from such Funds’ custodian. On each occasion that a Fund delivers Borrowing Instructions to the Credit Facility Team, the Credit Facility Team will seek to match the amount and term of the Fund’s borrowing needs with the cash available from the Funds that have provided Lending Instructions in accordance with allocation and administrative procedures established by the Board of Trustees. The Credit Facility Team shall allocate the borrowing demand and lending needs among the Funds on what the Credit Facility Team deems to be an equitable basis and in accordance with the Interfund Lending Procedures. The Credit Facility Team shall not solicit cash for Loans from any Funds or publish or disseminate the amount of any current borrowing demand to the Adviser’s investment personnel. No Loan may be made unless the Interest Rate is more favorable for the Lender than both the OTD Rate and the Repo Rate and more favorable for the Borrower than the Bank Loan Rate.

  • Election and Proration Procedures (a) 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 Seller Stock shall pass only upon delivery of such certificates to the Exchange Agent) in such form as Company and Seller shall mutually agree (“Election Form”) shall be mailed no less than 35 days prior to the anticipated Effective Time or on such other date as Seller and Company shall mutually agree (“Mailing Date”) to each holder of record of Seller Stock as of five Business Days prior to the Mailing Date (“Election Form Record Date”). Company shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Seller Stock after the Election Form Record Date and prior to the Election Deadline (as defined below), and Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive either (i) Company Stock (a “Stock Election”) with respect to all of such holder’s Seller Stock, (ii) cash (a “Cash Election”) with respect to all of such holder’s Seller Stock, or (iii) a specified number of shares of Seller Stock to receive Company Stock (a “Combination Stock Election”) and a specified number of shares of Seller Stock to receive cash (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Seller Stock (other than Seller Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.

  • Proration Procedures All Term Loans offered in Return Bids (or, if applicable, any component bid thereof) constituting Qualifying Bids equal to the Applicable Threshold Price will be purchased at a purchase price equal to the Applicable Threshold Price; provided that if the aggregate principal amount of all Term Loans for which Qualifying Bids have been submitted in any given Auction equal to the Applicable Threshold Price would exceed the remaining portion of the Auction Amount (after deducting all Term Loans purchased below the Applicable Threshold Price), the Offeror shall purchase the Term Loans for which the Qualifying Bids submitted were at the Applicable Threshold Price ratably based on the respective principal amounts offered and in an aggregate amount up to the amount necessary to complete the purchase of the Auction Amount. For the avoidance of doubt, no Return Bids (or any component thereof) will be accepted above the Applicable Threshold Price.

  • Subscription Procedures The Dealer Manager will comply in all material respects with the subscription procedures and “Plan of Distribution” set forth in the Prospectus, and with respect to any direct sales made by the Dealer Manager, with the transmittal of funds procedures set forth in Section 6.

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