Exercise of Election. (i) All elections in accordance with this Section 3.1(d) shall be made on a form designed for that purpose and mutually acceptable to the Company and Parent (a “Form of Election”) which will be filed as an exhibit to the F-4 Registration Statement and mailed to the holders of record of shares of Company Common Stock as of the record date for the Company Stockholders Meeting or such other date as Parent and the Company mutually agree (the “Form of Election Record Date”). The Form of Election shall be used by each record holder of shares of Company Common Stock (or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) who wishes to make a Cash Election or a Stock Election or a combination of both for any and all shares of Company Common Stock held by such holder. The Company shall make available one or more Forms of Election as may be reasonably requested by any Person who becomes a holder (or beneficial owner) of shares of Company Common Stock between the Form of Election Record Date and the close of business on the day prior to the Election Date.
(ii) For elections to be effective, (A) with respect to shares of Company Common Stock represented by Certificates, a Form of Election must be properly completed, signed and actually received by the Exchange Agent and accompanied by the Certificates representing all the shares of Company Common Stock as to which such a Form of Election is being made, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or accompanied by an appropriate guarantee of delivery by an Eligible Guarantor Institution, as that term is defined in Rule 17Ad-15 promulgated pursuant to the Exchange Act, provided that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee, or an affidavit of lost certificate in accordance with Section 3.2(e)), or (B) with respect to shares of Company Common Stock that are held in book-entry form (each, a “Book Entry Share”), Parent shall establish procedures for the delivery of such shares, which procedures shall be reasonably acceptable to the Company (either of (A) or (B), an “Election”).
(iii) An Election must be received by the Exchange Agent not later than 5:00 p.m. New York City time on (A) the date of the Company Stockholders Meeting or, (B) if the Closing Date is more than four (4) Business Days following the Company Stockholders Meeting, two (2) Business Days p...
Exercise of Election. All Preferred Cash Elections, Preferred Equity Elections and Common Equity Elections shall be made on a form designed for that purpose and mutually acceptable to Parent and the Company (a “Form of Election”), which shall be mailed, together with the Soliciting Materials submitted to the Company Stockholders in connection with the Consent Solicitation, to all holders of record of shares of Company Capital Stock and all holders of record of Company Options as of the record date set forth in the Information Statement (the “Election Form Record Date”). The Company shall make available one or more Forms of Election as may be reasonably requested by all persons who become holders of shares of Company Capital Stock between the Election Form Record Date and the Election Deadline (as defined below). Elections shall be made by submitting to the Company a Form of Election prior to the Election Deadline. To be effective, a Form of Election must be properly completed, signed and submitted to the Company, and not revoked, prior to the Election Deadline. The Company shall reflect all final Preferred Cash Elections, Preferred Equity Elections and Common Equity Elections on the Spreadsheet. The Company shall have the discretion to reasonably determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The decision of the Company in such matters shall be conclusive and binding. For purposes hereof, “Election Deadline” shall be the date that is three (3) Business Days prior to the date that Parent and the Company estimate, in good faith, will be the Closing Date; provided, that, in no event shall the Election Deadline be less than five (5) calendar days after the Company’s mailing of the Soliciting Materials to the Company Stockholders. Any holder of Company Capital Stock or Company Options who has made an election by submitting a Form of Election to the Company may at any time prior to the Election Deadline change such holder’s election by submitting a revised Form of Election, properly completed and signed that is received by the Company prior to the Election Deadline. Any holder of Company Capital Stock or Company Options may at any time prior to the Election Deadline revoke his, her or its election by written notice to the Company received prior to the Election Deadline. For purposes of this Agreement, a Preferred Holder who does not submit a Form of Election that is received b...
Exercise of Election. All Cash Elections shall be made on a form designed for that purpose and mutually acceptable to the Company and Parent (a "Form of Election") and mailed to holders of record of shares of Company Common Stock as of the record date for the Stockholders' Meeting or such other date as Parent and the Company shall mutually agree (the "Selection Form Record Date"). Parent and the Company shall make available one or more Forms of Election as may be reasonably requested by an persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the day prior to the Election Deadline (as defined below). Elections shall be made by holders of Company Common Stock by mailing to the Exchange Agent (as defined in Section 2.04) a Form of Election. To be effective, a Form of Election must be properly completed, signed and submitted to the Exchange Agent and accompanied by the Certificates (as defined in Section 2.04(b)) representing the shares of Company Common Stock as to which the election is being made (or an appropriate guarantee of delivery by an appropriate trust company in the United States or a member of a registered national securities exchange or the National Association of Securities Dealers, Inc.). Parent win have the discretion, which it may delegate in whole or in part to the Exchange Agent, to reasonably determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The decision of Parent (or the Exchange Agent) in such matters shall be conclusive and binding. The Exchange Agent shall make a good faith effort to notify any person of any defect not waived by Parent in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make an computations contemplated by this Section 2.03 and an such computations shall, absent manifest error, be conclusive and binding on the holders of Company Common Stock.
Exercise of Election. All Cash Elections and Stock Elections shall be made on a form designed for that purpose and mutually acceptable to Lincoln and Jefferson-Pilot (a “Form of Election”) and mailed to holders of record of shares of Jefferson-Pilot Common Stock who are holders on the record date for the Jefferson-Pilot Shareholders Meeting, together with the Joint Proxy Statement / Prospectus (the “Election Form Record Date”). Lincoln and Jefferson-Pilot shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Jefferson-Pilot Common Stock between the Election Form Record Date and the Election Deadline. Elections shall be made by submitting to the Exchange Agent a Form of Election. To be effective, a Form of Election must be properly completed, signed and submitted to the Exchange Agent by a holder (or beneficial owner) and accompanied by (i) Jefferson-Pilot Certificates representing the shares of Jefferson-Pilot Common Stock as to which the Form of Election relates, duly endorsed in blank or in form acceptable for transfer on the books of Jefferson-Pilot (or accompanied by an appropriate guarantee of delivery of such Jefferson-Pilot Certificates as set forth in such Form of Election from a firm which is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)); provided that such Jefferson-Pilot Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of shares in book entry form, any additional documents specified in the procedures set forth in the Form of Election. Lincoln shall have the discretion, which it may delegate in whole or in part to the Exchange Agent, to reasonably determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The decision of Lincoln (or the Exchange Agent) in such matters shall be conclusive and binding. None of Lincoln, Jefferson-Pilot or the Exchange Agent shall be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make all computations contemplated by this Section 2.1 and all such computations shall be conclusive and binding on the holders and beneficial owners of Jefferson-Pilot Common Stock.
Exercise of Election. Gazit Globe shall promptly provide to each Stockholder and Gazit America any notices provided to the Gazit Group under the Equityholders Agreement with respect to the Gazit ROFOs, including, without limitation, (i) the Notice of Availability that will be delivered if Equity One does not exercise its rights under the Equityholders Agreement to purchase the First Offered DRS Shares during the Equity One Offer Period and (ii) the Shares Sale Offer Notice, First Notice and Second Notice, as applicable, that will be delivered in connection with the Gazit Share ROFO. With respect to (i) the Gazit DRS ROFO, each Stockholder shall have seven (7) Business Days from the date of delivery of the Notice of Availability to notify Gazit Globe of its desire to purchase the First Offered DRS Shares in an amount equal to its Stockholder Percentage and (ii) the Gazit Share ROFO, each Stockholder shall have the following periods of time to notify Gazit Globe of its desire to purchase the First Offered EQY Shares in an amount equal to its Stockholder Percentage:
(a) Three (3) Business Days from the date of delivery of the Shares Sale Offer Notice if the First Offered EQY Shares have an aggregate value of $30 million or less as computed in accordance with the Equityholders Agreement;
(b) Five (5) Business Days from the date of delivery of the Shares Sale Offer Notice if the First Offered EQY Shares have an aggregate value greater than $30 million as computed in accordance with the Equityholders Agreement; and
(c) Twenty-four (24) hours from the time of delivery of the Second Notice if the First Offered EQY Shares are being sold in a Qualified ROFO Offering. To the extent any Stockholder does not fully participate in their Stockholder Percentage (such remaining amount, the “Remaining Stockholder Amount”), any Stockholder(s) that have elected to fully participate in their respective Stockholder Percentage (the “Remaining Stockholders”) shall have an additional one (1) Business Day from the expiration of the applicable initial response period (except in the case of a Qualified ROFO Offering which will require that each Stockholder notify Gazit Globe of the amount of shares it will acquire in such event at the same time as it gives its initial response) to elect to participate, on a pro rata basis (based upon each Remaining Stockholder’s respective relative ownership of Equity One Common Stock vis-a-vis the other Remaining Stockholders, determined on the date of the Notice of Avail...
Exercise of Election. All Cash Elections, Stock Elections, Combination Elections and Non-Elections shall be made on a form designed for that purpose and mutually acceptable to the Company and Parent (a "Form of Election") and mailed to holders of record of shares of Company Common Stock as of the record date for the Company Shareholders' Meeting (as defined in Section 6.01) or such other date as Parent and the Company shall mutually agree (the "Election Form Record Date"). A form of Election shall be included with or mailed contemporaneously with each copy of the Proxy Statement mailed to shareholders of the Company in connection with the Company Shareholders' Meeting. Parent and the Company shall make available one or more Forms of Election as may be reasonably requested by all persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the day prior to the Election Deadline (as defined in Section 2.03(i)). Elections shall be made by holders of Company Common Stock by delivering to the Exchange Agent (as defined in Section 2.04(a)) a Form of Election. To be effective, a Form of Election must be properly completed, signed and submitted to the Exchange Agent and accompanied by the Certificates (as defined in Section 2.04(b)) representing the shares of Company Common Stock as to which the election is being made (or an appropriate guarantee of delivery by an appropriate trust company in the United States or a member of a registered national securities exchange or the National Association of Securities Dealers, Inc.). Parent will have the discretion, which it may delegate in whole or in part to the Exchange Agent, to reasonably determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The decision of Parent (or the Exchange Agent) in such matters shall be conclusive and binding. Neither the Exchange Agent nor Parent will be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make all computations contemplated by this Section 2.03 and all such computations shall be conclusive and binding on the holders of Company Common Stock.
Exercise of Election. All Cash Elections, Stock Elections and Non-Elections shall be made on a form designed for that purpose and mutually acceptable to the Company and Parent (a "Form of Election") and mailed to holders of record of shares of Company Common Stock as of the record date for the Company Shareholders' Meeting or such other date as Parent and the Company shall mutually agree (the "Election Form Record Date"). Parent and the Company shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of
Exercise of Election. Ipsen shall have the option, at its sole discretion, to retain its license rights under Article V in connection with Licensed Products for the PIN Indication, by notifying such election to GTx at any time after the Effective Date and until [ * ] following receipt of the first Regulatory Approval in [ * ] (the “Election”). [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Exercise of Election. All elections in accordance with this Section 1.06 shall be made on a form designed for that purpose and mutually acceptable to the Company
Exercise of Election. All Cash Elections, Stock Elections and Non-Elections shall be made on a form designed for that purpose and mutually acceptable to the Company and Parent (a "Form of Election") and mailed to holders of record of shares of Company Common Stock as of the record date for the Company Shareholders' Meeting or such other date as Parent and the Company shall mutually agree (the "Election Form Record Date"). Parent and the Company shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the day prior to the Election Deadline. Elections shall be made by holders of Company Common Stock by mailing to the Exchange Agent (as defined in Section 2.05) a
