Method of Election Sample Clauses
Method of Election. The election contemplated by Section 3.03(a) shall be made as follows:
(a) a Participating Former Securityholder shall make such election by depositing with the Depositary by the Election Deadline:
(i) the applicable irrevocable Election Form(s) duly signed and completed in accordance with the provisions thereof, indicating such Participating Former Securityholder’s election; and
(ii) if applicable, the certificates representing such Participating Former Securityholder’s Company Shares;
(b) any Election Form, once so deposited with the Depositary, shall be irrevocable and may not be withdrawn by the Participating Former Securityholder;
(c) a Participating Former Securityholder who does not deposit with the Depositary the applicable Election Form(s) duly completed, together with any certificates representing such Participating Former Securityholder’s Company Shares, prior to the Election Deadline, or who otherwise fails to fully comply with the requirements of Section 3.03 and this Section 3.04 (including any Participating Former Securityholder who attempts to exercise but does not validly exercise Dissent Rights), shall be deemed to have elected to receive the Combination Consideration in respect of all such Participating Former Securityholder’s Company Shares;
(d) any deposit of an Election Form, and any accompanying certificates may be made at any of the addresses of the Depositary specified in the Election Form; and
(e) a Company Shareholder who holds Company Shares as a nominee, custodian, depositary, trustee or in any other representative capacity for beneficial owners of Company Shares may submit a separate Election Form for each beneficial owner of such Company Shares.
Method of Election. 1. Upon the occurrence of all of the following:
a. the contingency listed in subsection A is met;
b. actuarial studies by the County and by the Contra Costa County Employees Retirement Association (“CCCERA”,) have been completed;
c. the Board of Supervisors has adopted such ordinances or resolutions as may be necessary to implement the election;
d. as required by Government Code section 31484.9, the County has prepared written information about the change in benefits for employees who elect to enter a new tier; and
e. CCCERA has taken any other actions that may be necessary to implement the election; the County shall work with CCCERA to provide a time period of no less than three (3) calendar months during which sworn members of the DSA bargaining unit who are in Safety Tier A as of December 31, 2012, may make a written irrevocable election to 1) waive and release all rights to retirement benefits under Safety Tier A for the period of service following the election and 2) enter the Safety PEPRA Tier for the period of service following the election. In addition, the County shall work with CCCERA to provide a time period of no less than three (3) calendar months during which sworn members of the DSA bargaining unit who are in Safety Tier C as of December 31, 2012, may make a written irrevocable election to 1) waive and release all rights to retirement benefits under Safety Tier C for the period of service following the election and 2) to enter the Safety PEPRA Tier for the period of service following the election. Employees electing to enter the Safety PEPRA Tier will enter the Safety PEPRA Tier on the first day of the first calendar month after the close of the election period.
2. An employee in Safety Tier A who elects to enter the Safety PEPRA Tier shall have his/her retirement benefits calculated on the basis of Safety Tier A for the period of service prior to the election. An employee in Safety Tier C who elects to enter the Safety PEPRA Tier shall have his/her retirement benefits calculated on the basis of Safety Tier C for the period of service prior to the election.
Method of Election. The Committee shall determine the method by which an election may be made pursuant to this Article V. Any such election method must be consistent with the provisions of Section 401(k)(2) of the Code and (assuming such consistency) may include either an affirmative election procedure whereby Participants shall only be treated as having made an election upon written direction of the Participants or a negative election procedure whereby Participants shall be deemed to have made an election until and unless a Participant files a written direction negating the election. Regardless of the method of election determined by the Committee, Participants shall be given prompt and adequate notice thereof and thus be afforded an appropriate opportunity to exercise their rights under this Article V.
Method of Election. Directors need not be stockholders of the Corporation or citizens of the United States of America. Persons who, on the date of the stockholders' meeting at which they would be elected, would be older than 71 years of age shall not be eligible to be nominated for election as Directors. Any Director whose seventy-first birthday occurs on or after the date of his or her election to the Board shall be permitted to complete his or her term in office. Subject to the rights of the holders of any series of Preferred Stock of the Corporation, nominations of persons for election as Directors may be made by the Board or by any stockholder who is a stockholder of record at the time of giving of the notice of nomination provided for in this Section 2.01 and who is entitled to vote for the election of Directors. Any stockholder of record entitled to vote for the election of Directors at a meeting may nominate a person or persons for election as Directors only if written notice of such stockholder's intent to make such nomination is given, either by personal delivery or by United States mail, postage prepaid, to the Secretary at the principal executive offices of the Corporation, not later than (i) with respect to an election to be held at an annual meeting of stockholders, not less than 90 nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting (provided, that the first such anniversary date occurring after the effective date of these By-laws shall be deemed to be !, !) and (ii) with respect to an election to be held at a special meeting of stockholders for the election of Directors, not earlier than the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth day following the day on which public announcement of the date of the special meeting and of the nominees to be elected at such meeting is first made. Each such notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming...
Method of Election. If an entitled person elects to be registered as the Noteholder, the person shall deliver to the Trustee a notice in writing to this effect signed by the person. If the person elects to have another person registered he or she shall execute a Note Transfer in relation to the Notes in favour of that person. All the provisions of this deed relating to the transfer of Notes and the registration of Note Transfers shall be applicable to any such notice or Note Transfer as if the death, mental incapacity or bankruptcy of the Noteholder had not occurred and the notice or Note Transfer was a Note Transfer executed by the Noteholder.
Method of Election. Statutory Auditors of the Company shall be elected at a General Meeting of Shareholders by the vote of shareholders representing a majority of shares entitled to vote and present at a meeting at which not less than one third (1/3) of the outstanding shares of the Company are represented.
Method of Election. 1. Directors of the Company shall be elected at a General Meeting of Shareholders by the vote of shareholders representing a majority of shares entitled to vote and present at a meeting at which not less than one third (1/3) of the outstanding shares of the Company are represented.
2. For the election of Directors, cumulative voting shall not be adopted.
Method of Election. 6 SECTION 2.02. Resignations and Vacancies on Board.......................................8 SECTION 2.03. Meetings of the Board.....................................8 SECTION 2.04. Quorum and Action.........................................9 SECTION 2.05. Presiding Officer and Secretary of Meeting................................................9 SECTION 2.06. Action by Consent without Meeting.........................9 SECTION 2.07. Standing Committees.......................................9 SECTION 2.08. Meetings of Committees................................11 SECTION 2.09. Quorum of Committee......................................11 SECTION 2.10. Other Committees.........................................11 SECTION 2.11. Representation on the Board..............................12
Method of Election. 6 SECTION 2.02. Resignations and Vacancies on Board 8 SECTION 2.03. Meetings of the Board 8 SECTION 2.04. Quorum and Action. 9 SECTION 2.05.
Method of Election. Prior to the mailing of the Joint Proxy Statement/Prospectus (as defined in Section 7.1) Parent shall appoint a bank or trust company designated by Parent and reasonably acceptable to the Company to act as the exchange agent (the "Exchange Agent") for the payment of the Merger Consideration. Parent shall mail, with the Joint Proxy Statement/Prospectus, the following to each holder of record of shares of Company Common Stock as of the record date for the Company Meeting (excluding any shares of Company Common Stock (other than Dissenting Shares) cancelled pursuant to Section 2.1(a)):
(i) a letter of transmittal (the "Letter of Transmittal") which shall specify that delivery shall be effected and risk of loss and title shall pass with respect to certificates formerly representing Company Common Stock (the "Company Certificates") only upon delivery of such Company Certificates to the Exchange Agent and shall be in such form as and have such other provisions as Parent shall specify,
(ii) instructions for use in effecting the surrender of Company Certificates (the "Surrender Instructions"), and
(iii) an election form (the "Election Form") permitting holders to make a Cash Election, a Stock Election or No Election with respect to such shares.