No Allocation. In the event that neither Section 2.4 nor Section 2.5 is applicable, all Cash Election Shares will be converted into the right to receive Cash Consideration, all Stock Election Shares will be converted into the right to receive Stock Consideration (and cash in lieu of fractional interests in accordance with Section 3.3) and Non-Election Shares will be converted into the right to receive Cash Consideration or Stock Consideration (and cash in lieu of fractional interests in accordance with Section 3.3) as the Exchange Agent shall determine.
No Allocation. In the event that neither Section 2.1(f) nor Section 2.1(g) is applicable, all SCANA Cash Election Shares will be converted into the right to receive SCANA Cash Consideration, all SCANA Stock Election Shares will be converted into the right to receive SCANA Stock Consideration (and cash in lieu of fractional interests in accordance with Section 2.3(d)) and SCANA Non-Election Shares will be converted into the right to receive SCANA Cash Consideration or SCANA Stock Consideration (and cash in lieu of fractional interests in accordance with Section 2.3(d)) as SCANA shall determine.
No Allocation. In the event that neither Section 2.1(e) nor Section 2.1(f) is applicable, all CES Cash Election Shares shall be converted into the right to receive the CES Cash Consideration, all CES Stock Election Shares shall be converted into the right to receive the CES Stock Consideration (and cash in lieu of fractional interests in accordance with Section 2.3(d)) and CES Non-Election Shares shall be converted into the right to receive the CES Cash Consideration or the CES Stock Consideration (and cash in lieu of fractional interests in accordance with Section 2.3(d)) as CES, with the prior consent of BEC, shall determine.
No Allocation. In the event that neither Section 2.2(e) nor Section 2.2(f) is applicable, all BEC Cash Election Shares shall be converted into the right to receive the BEC Cash Consideration, all BEC Stock Election Shares shall be converted into the right to receive the BEC Stock Consideration (and cash in lieu of fractional interests in accordance with Section 2.3(d)) and BEC Non-Election Shares shall be converted into the right to receive the BEC Cash Consideration or the BEC Stock Consideration (and cash in lieu of fractional interests in accordance with Section 2.3(d)) as BEC, with the prior consent of CES, shall determine.
No Allocation. 6 2.7 Computations................................................... 6 2.8
No Allocation. The Parties agree and acknowledge that the transaction contemplated in this Agreement is a purchase and sale of the Business Undertaking free and clear of any Encumbrances (other than under sub-clause (b) of the definition of Permitted Encumbrance) as a going concern on a slump sale basis, and the Consideration is a lump sum consideration in lieu thereof, and no specific part of the Consideration is (nor can it be) allocated to any specific asset or right of the Seller comprised in the Business Undertaking. Determination of the value of any Business Asset or Business Current Liabilities for the purpose of payment of stamp duty, registration fees or other similar taxes or fees, shall not be regarded as assignment of values to any Business Asset or Business Current Liabilities.
No Allocation. In the event that neither Section 2.1(f) nor Section 2.1(g) is applicable, all DRI Cash Election Shares will be converted into the right to receive DRI Cash Consideration, all DRI Stock Election Shares will be converted into the right to receive DRI Stock Consideration (and cash in lieu of fractional interests in accordance with Section 2.3(d)) and DRI Non-Election Shares will be converted into the right to receive DRI Cash Consideration or DRI Stock Consideration (and cash in lieu of fractional interests in accordance with Section 2.3(d)) as DRI shall determine.
No Allocation. In the event that neither Section 2.2(f) nor Section 2.2(g) is applicable, all CNG Cash Election Shares will be converted into the right to receive CNG Cash Consideration, all CNG Stock Election Shares will be converted into the right to receive CNG Stock Consideration (including the Stock Election Top-Up Amount, if any, and cash in lieu of fractional interests in accordance with Section 2.3(d)) and CNG Non- Election Shares will be converted into the right to receive CNG Cash Consideration or CNG Stock Consideration (including the Stock Election Top- Up Amount, if any, and cash in lieu of fractional interests in accordance with Section 2.3(d)) as DRI shall determine.
No Allocation. 9 (i) Proration of Nevada Power Deminimis Shares.................................... 10 (j) Computations.................................................................. 10 (k)
No Allocation. In the event that neither Section 2.1(f) nor Section 2.1(g) is applicable, all Sierra Pacific Cash Election Shares will be converted into the right to receive the Sierra Pacific Cash Consideration, all Sierra Pacific Stock Election Shares will be converted into the right to receive the Sierra Pacific Stock Consideration (and cash in lieu of fractional interests in accordance with Section 2.3(e)) and Sierra Pacific Non-Election Shares will be converted into the right to receive the Sierra Pacific Cash Consideration or the Sierra Pacific Stock Consideration (and cash in lieu of fractional interests in accordance with Section 2.3(e)) as Sierra Pacific, with the prior consent of Nevada Power, shall determine.
