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:
Non-Electing Shares. Holders of Axxxxxxx common shares who select “No Election” in Section 2 of the Election Form/Letter of Transmittal, or who fail to submit a properly completed Election Form/Letter of Transmittal together with the Certificate(s) representing their Axxxxxxx common shares 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 Axxxxxxx common shares who are deemed to have made a non-election will receive all cash, all Park common shares, or a mixture of cash and Park common shares as determined by Park or the Exchange Agent, at Park’s direction.
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. Any ROFO
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 purchases Equity Securities 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 Equity Securities exceeding that set forth in the Transfer Notice and in the event such Transferee elects to purchase less than all of the additional Equity Securities sought to be Transferred by the Co-Sale Participants, the number of Equity Securities to be Transferred by the Transferring Stockholder and each such Co-Sale Participant shall be reduced on a pro rata basis.
Non-Electing Shares. .................................. Section 1.1(c)(i).............. 4
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.
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
