Non-Electing Shares. Each Co-Sale Participant shall be deemed to have waived its right of co-sale hereunder if it fails to give notice within the prescribed time period. The proposed Transferee of Transferred Securities will not be obligated to purchase a number of shares of Company Securities exceeding that set forth in the Transfer Notice and in the event such Transferee elects to purchase less than all of the additional shares of Company Securities sought to be Transferred by the Co-Sale Participants, the number of shares of Company Securities to be Transferred by Athens and each such Co-Sale Participant shall be reduced on a pro rata basis. If, following the exercise of the co-sale rights provided for in this Section 3.1, the proposed Transferee purchases a number of Company Securities greater than the number of Company Securities proposed to be purchased in the Transfer Notice, each Co-Sale Participant shall have the right to sell to the proposed Transferee such Co-Sale Participant’s Pro Rata Portion of such additional Company Securities.
Non-Electing Shares. 2.2(a) Non-Election.............................................................2.2(a) Non-Election Proration Factor............................................2.2(b) NYSE.....................................................................2.2(a) Owned Real Property.....................................................4.18(a) Parent.................................................................Preamble Parent By-laws..............................................................5.2
Non-Electing Shares. Each Share other than (1) an Electing Share, and (2) a Share canceled in accordance with Section 2.01(a), is herein referred to as a "Non-Electing Share." Subject to Section 2.01(f), each Non-Electing Share and each Electing Share described in Section 2.01(g)(ii) will at the Effective Time be converted into the right to receive the number of Paired Shares (the "Exchange Ratio") determined as follows:
(i) If the Meeting Date Price is greater than $45.60, then the Exchange Ratio will equal the quotient of (a) $28.36 minus the Adjusted E&P Distribution divided by (b) the Meeting Date Price.
(ii) If the Meeting Date Price is less than or equal to $45.60 but greater than or equal to $41.80, then the Exchange Ratio will equal (a) .6220 minus (b) the quotient of the Adjusted E&P Distribution divided by the Meeting Date Price.
(iii) If the Meeting Date Price is less than $41.80 but greater than or equal to $34.20, then the Exchange Ratio will equal the quotient of (a) $26.00 minus the Adjusted E&P Distribution divided by (b) the Meeting Date Price.
(iv) If the Meeting Date Price is less than $34.20 but greater than or equal to $30.40, then the Exchange Ratio will equal (a) .7602 minus (b) the quotient of the Adjusted E&P Distribution divided by the Meeting Date Price.
(v) If the Meeting Date Price is less than $30.40, then the Company will have the right to terminate this Agreement pursuant to Section 7.01(g) by giving written notice (the "Termination Notice") of its election to do so to RECO prior to 5:00 p.m., Boston time, on the second Trading Day after the Measurement Date; provided, however, that the Termination Notice will be deemed to be rescinded and will have no effect if, prior to 5:00 p.m., Boston time, on the second Trading Day following the date of delivery by the Company to RECO of such Termination Notice, RECO has given the Company written notice that it has exercised its right to make the Exchange Ratio equal to (A) the quotient of $23.11 divided by the Meeting Date Price minus (B) the quotient of the Adjusted E&P Distribution divided by the Meeting Date Price. If this subparagraph (v) applies, but the Company fails to give the Termination Notice by the time specified above, the Exchange Ratio will equal (a) .7602 minus (b) the quotient of the Adjusted E&P Distribution divided by the Meeting Date Price.
(vi) Notwithstanding anything to the contrary contained in Section 2.01(d)(v) above, if the Meeting Date Price is less than $28.50, the Company wil...
Non-Electing Shares. (d) If neither the Company nor the ROFO Recipients (in the aggregate) elect to purchase all of the Offered Securities pursuant to this Section 3.3, then the applicable Offering Holder shall be free for a period of six (6) months from the date acceptance notices from the ROFO Recipients were due to be received by the applicable Offering Holder to enter into definitive agreements to Transfer the Offered Securities to a Transferee for consideration having
(e) If neither the Company nor the ROFO Recipients (in the aggregate) exercise their respective options to purchase all of the Offered Securities at the First Offer Price and the applicable Offering Holder has not entered into a definitive agreement described in Section 3.3(d) within six (6) months from the date acceptance notices from the ROFO Recipients were due to be received by the applicable Offering Holder, or the Offering Holder has entered into such an agreement but has not consummated the sale of such securities within six (6) months from the date of such definitive agreement, then the provisions of this Section 3.3 shall again apply, and such Offering Holder shall not Transfer or offer to Transfer such shares of Common Stock without again complying with this Section 3.3.
(f) Upon exercise by the Company and/or the ROFO Recipients, as the case may be, of their respective rights of first offer under this Section 3.3, the Company and/or the ROFO Recipients, as the case may be, and the applicable Offering Holder shall be legally obligated to consummate the purchase contemplated thereby and shall use their commercially reasonable efforts to secure any governmental authorization required, to comply as soon as reasonably practicable with all applicable laws and to take all such other actions and to execute such additional documents as are reasonably necessary or appropriate in connection therewith and to consummate the purchase of the Offered Securities as promptly as practicable.
Non-Electing Shares the Company shall notify the other ROFO Recipients as to the aggregate number of Section 3.3 Non-Electing Shares, and each such other ROFO Recipient shall be entitled to purchase its Pro Rata Portion of the Section 3.3 Non-Electing Shares by providing written notice that such ROFO Recipient has elected to purchase all (but not less than all) of its Pro Rata Portion of the Section 3.3 Non-Electing Shares within 5 days of receipt of such notice, and such ROFO Recipient shall then be obligated to purchase such ROFO Recipient’s Pro Rata Portion of the Section 3.3 Non-Electing Shares; provided, however, that for the purposes of this Section 3.3(c), in computing a ROFO Recipient’s Pro Rata Portion of the Section 3.3 Non-Electing Shares, the ROFO Recipient that failed to elect to purchase such Section 3.3 Non-Electing Shares shall not be considered to hold any shares of Common Stock.
Non-Electing Shares. Holders of shares of Vision common stock who select “No Election” in Section 2 of the Election Form/Letter of Transmittal, or who fail to submit a properly completed and executed Election Form/Letter of Transmittal together with the Certificate(s) representing their shares of Vision common stock by the Election Deadline, or who revoke their previously submitted Election Form/Letter of Transmittal and withdraw their Certificates, will be deemed to have made a “non-election.” Holders of shares of Vision common stock who are deemed to have made a non-election will be treated as having made an election for that form of merger consideration (i.e., cash or Park common shares) as to which less than 50% of the total number of shares of Vision common stock have elected to receive. For example, if the holders of less than 50% of the total number of shares of Vision common stock elect to receive cash and you are deemed to have made a “non-election,” you will be treated as having made the All Cash election.
Non-Electing Shares. Record holders of Switch and Data common stock who fail to submit a properly completed Election Form together with the certificate(s) representing their Switch and Data common stock or a confirmation of a book-entry transfer of such shares into the Exchange Agent’s records by the Election Deadline, or who revoke their previously submitted Election Form and withdraw their certificates without timely submitting a new Election Form, will be deemed to have made a “non-election.” Holders of non-electing shares will be entitled to receive the following consideration: • If Stock Elections are made with respect to more than 80% of Switch and Data’s non-dissenting shares, you will receive $19.06 in cash for each share of Switch and Data common stock that you hold. • If Cash Elections are made with respect to more than 20% of Switch and Data’s non-dissenting shares, you will receive 0.19409 shares of Equinix common stock for each share of Switch and Data common stock that you hold. • If Stock Elections are made with respect to 80% or less of Switch and Data’s non-dissenting shares and Cash Elections are made with respect to 20% or less of Switch and Data’s non-dissenting shares, you may receive either 0.19409 shares of Equinix common stock or $19.06 in cash for the shares of Switch and Data common stock that you hold, or you may receive Equinix common stock for a portion of your Switch and Data shares and cash for the remainder. In such case, the determination of the consideration that you and other non-electing Switch and Data stockholders will receive will be made by the Exchange Agent by lot or by another reasonable method selected by Equinix. You will be mailed another Letter of Transmittal and instructions for surrendering your shares of Switch and Data common stock promptly after consummation of the merger.
Non-Electing Shares. After receipt of notice from each such ROFO Recipient electing to exercise its right of first offer, the Company shall determine the number of Offered Securities which each such ROFO Recipient shall be entitled to purchase pursuant to this Section 3.3(c) and each such ROFO Recipient shall be required to purchase the number of Offered Securities as so determined.
Non-Electing Shares. Each Co-Sale Participant shall be deemed to have waived its right of co-sale hereunder if it either fails to give notice within the prescribed time period or if such Co-Sale Participant purchased shares of Common Stock in exercising its right of first offer pursuant to Section 3.3. The proposed Transferee of Transferred Securities will not be obligated to purchase a number of shares of Common Stock exceeding that set forth in the Transfer Notice and in the event such Transferee elects to purchase less than all of the additional shares of Common Stock sought to be Transferred by the Co-Sale Participants, the number of shares of Common Stock to be Transferred by the Transferring Stockholder and each such Co-Sale Participant shall be reduced on a pro rata basis. The consideration to be paid in respect of the share of Class C Common Stock shall be the same as the consideration to be paid in respect of each share of Class A Common Stock.
Non-Electing Shares. Each Share outstanding immediately prior to the Effective Time (other than Electing Shares and Shares to be cancelled in accordance with Section 3.01(b)) (each such share being hereinafter referred to as "Non-Electing Shares") and any Electing Shares subject to proration pursuant to Section 3.01(g) will, at the Effective Time, be converted into 0.88 (the "Exchange Ratio") fully paid and non-assessable shares of Parent Common Stock, (the "Stock Consideration" and, together with the Cash Election Price, the "Merger Consideration") subject to adjustment as provided in Section 3.03.
