Forms of Election. The Company shall prepare a form of election (the “Form of Election”) which shall be subject to the approval of the Seller (which approval shall not be unreasonably withheld or delayed) to be mailed by the Seller to the record holders of shares of Seller Common Stock not more than sixty (60) Business Days nor less than twenty (20) Business Days prior to the Election Date. The Form of Election may be included on the proxy solicited from stockholders of the Seller in connection with the approval of the Seller’s stockholders of the Merger. The Form of Election shall be used by each record holder of shares of Seller Common Stock who wishes to make a Stock Election, subject to the proration provisions of Section 3.03. The Seller shall use its reasonable efforts to make the Form of Election available to all Persons who become holders of shares of Seller Common Stock during the period between the record date for the mailing of the Form of Election and the Election Date. Any Stock Election shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., Chicago time, on the Business Day specified by the Seller in the Form of Election (or a later Business Day specified by the Seller, reasonably acceptable to the Company, in a subsequent press release or other mailing to each of the Seller’s stockholders) (the “Election Date”), which Election Date shall be two (2) Business Days prior to the date on which the Company reasonably believes the Effective Time will occur, a Form of Election properly completed and signed and accompanied by Certificates representing the shares of Seller Common Stock to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Seller (or by an appropriate guarantee of delivery of such 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 Exchange Act); provided that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery). Any Form of Election may be revoked by the stockholder submitting it only by written notice received by the Exchange Agent prior to 5:00 p.m., Chicago time, on the Election Date. If a Form of Election is revoked, the Certificate or Certificates (or guarantees of delivery, as appropriate) for the shares of Seller Common Stock to which such Form of Election rel...
Forms of Election. If you only wish to receive the Cash Consideration in consideration for your Scheme Shares you should not complete a Form of Election. If no Form of Election is received by Capita Registrars by the Election Return Time, you will receive the Cash Consideration only. If you wish to receive New CH2M HILL Shares, and/or Loan Notes and Balancing Cash Consideration for your Scheme Shares, you are required to complete a PINK Form of Election. For detailed information on completing the Form of Election, please refer to Part 6 of this document. If you wish to receive Loan Notes for your Scheme Shares, you should also complete the Form W-8BEN in accordance with the instructions attached to such form and return it by post or by hand (during normal business hours only) together with your Form of Election in the reply paid envelope provided to Capita Registrars at Corporate Actions, The Registry, 00 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxx XX0 0XX as soon as possible but in any event, so as to be received by no later than 1.00 p.m. on 1
Forms of Election. The decision of Acquiror (or the Exchange Agent) in such matters shall be conclusive and binding. Neither Acquiror nor the Exchange Agent will be under any obligation to notify any Person of any defect in a Form of Election.
Forms of Election. For the purposes of the Forms of Election, the provisions of which form part of the Scheme:
(a) if, on any Form of Election, the total of a Shareholder’s Election is greater than their actual holding as at the Record Date, each Election made by such Shareholder on that Form of Election shall be decreased, so that the total of such Election(s) shall equal their total holding and, in any such case, such decreased Election(s) shall be deemed to be the Election(s) made by such Shareholder on the Form of Election for all purposes of this Scheme;
(b) if, on any Form of Election, the total of a Shareholder’s Elections is less than their actual holding as at the Record Date, then for the balance of such Shareholder’s Shares, that Shareholder will be deemed to have elected for the Rollover Option;
(c) a Shareholder who makes no Election by the due date, or in respect of whom no Form of Election has been duly and validly completed in accordance with the instructions in this document and the Form of Election, shall be deemed to have made an Election for the Rollover Option in respect of all of the Shares held by them for all purposes of the Scheme;
(d) by signing and delivering a Form of Election and in consideration of the Company agreeing to process the Form of Election, a Shareholder agrees that the Election made on the Form of Election will be irrevocable (other than with the consent of the Directors) and, by such signature and delivery, such Shareholder represents and warrants that their Election is valid and binding and is made in accordance with all applicable legal requirements (including the requirements of any applicable jurisdiction outside the UK); and
(e) any questions as to the extent (if any) to which Elections will be met and as to the validity of any Form of Election shall be at the discretion of the Directors, whose determination shall be final.
