Non-Election. For Groups of any size, if a Subscriber and/or Dependent does not elect to continue coverage under the Group Plan, or does not qualify for continuation of coverage, coverage under this Plan shall terminate on the date provided for in this Certificate.
Non-Election. If the Unitholders (other than EGI) delivering the Sale Notice do not timely deliver Tag-Along Notices, then EGI may Transfer the Sale Securities to the intended Transferees identified in the Sale Notice at a price and on terms not more favorable to the Transferors than the price and teams specified in the Sale Notice.
Non-Election. If the Company and the Class B Unitholders (other than Ventas) do not elect timely to purchase all of the Available Ventas Securities, then subject to Ventas’s compliance with the remaining provisions of this Article X, Ventas may, at any time within 180 calendar days after the Company receives the Ventas Transfer Notice, endeavor to Transfer the Available Ventas Securities at a price and upon terms no more favorable to the transferee(s) thereof than specified in the Ventas Transfer Notice. Any Available Ventas Securities not Transferred within such 180-day period will be again subject to the provisions of this Section 10.4 with respect to any Transfer.
Non-Election. If Sponsor does not provide a written notice to UEC within six (6) months of a written disclosure under Section 6.2, UEC does not owe further obligations to the Sponsor and may license the Intellectual Property Rights to third parties.
Non-Election. In the event that the Executive fails to make the Election as to any Plan Year or the deferral required is not actually made in full, (i) the Executive shall not have the right to make any further Elections as to any subsequent Plan Year and (ii) the Executive's Personal Funded Annual Benefit shall be limited to the amounts shown on the attached Schedule B vested as of the last Plan Year as to which an Election was made and the full deferral elected was made.
Non-Election. In the event neither Shareholder elects to break a Deadlock by timely exercise of its Buy/Sell rights under this Section 6.7, by delivering a Buy/Sell Notice by the 15th Business Day after the recording of the mediation impasse in the Company’s corporate records, then solely for purposes of the matter that is the subject of the Deadlock, voting on the subject shall be re-taken based on approval by a simple majority of Shares entitled to vote and without consideration of any Super-Majority rights provided for hereunder.
Non-Election. If the Purchasers elect not to purchase any Additional Securities or do not give notice of participation in accordance with this Section 2, the Company may, during the 45-day period following the expiration of the period provided in Section 2.4, offer the Additional Securities to any person or persons at a price not less than, of a quantity not more than and upon terms no more favorable to the offeree than those specified in the Notice. Thereafter, the right provided hereunder shall be deemed to be revived and Additional Securities shall not be offered unless first offered to the Purchasers in accordance herewith.
Non-Election. Your Community Shores shares will be deemed Non-Election Shares if: · You check this box, thereby indicating that you have no preference as to the form of merger consideration that you will receive; · No choice is indicated above under (1), (2) or (3); · More than one choice is indicated above under (1), (2) and (3); · You fail to follow the instructions on this Stock/Cash Election Form and Letter of Transmittal or otherwise fail properly to make an election; or · A completed Stock/Cash Election Form and Letter of Transmittal (including submission of your Community Shores common stock certificate(s)) is not actually received by the Exchange Agent (as defined below) by the Election Deadline. If your Community Shores shares are deemed Non-Election Shares, you will receive the Stock Election Consideration and/or the Cash Election Consideration as determined pursuant to the allocation provisions of the Merger Agreement without regard to your preferences. If you have made a Stock Election, Cash Election, or Mixed Election, and either the Cash Election Consideration or Stock Election Consideration is oversubscribed, the actual consideration you receive will be determined pursuant to the allocation provisions of the Merger Agreement. You may designate the priority in which your shares of Community Shores common stock are to be converted to Stock Election Consideration (whether based on your election above or any reallocation under the terms of the Merger Agreement). If you wish to do so, please list your Community Shores Stock Certificate numbers or Security Listing Numbers, as applicable, in the table below with the shares of Community Shores common stock you prefer to be converted into the Stock Election Consideration listed first: CSHB Certificate Number / Security Listing Number in order of Allocation Priority (shares to be converted into Stock Election Consideration listed first) The tax consequences of the merger to you will depend on whether you receive ChoiceOne common stock, cash or a combination of both for your Community Shores shares. You should consult your personal tax advisor prior to making an election and any priority designation. The undersigned represents that the undersigned has full authority to surrender without restriction the certificate(s) representing shares of Community Shores common stock for exchange. The undersigned further requests that (a) any shares of ChoiceOne common stock to which the undersigned is entitled as part of the Stoc...
Non-Election. In the event the base merger consideration becomes payable, AEP stockholders who make no election to receive cash or Berry common stock in the mergers, whose elections are not received by Berry by the election deadline, or whose forms of election are improperly completed, revoked and/or are not signed, will be deemed not to have made an election (which we refer to as “non-election shares”). AEP stockholders not making an election may be paid in cash, Berry common stock or a mix of cash and Berry common stock depending on, and after giving effect to, the proration procedures described below, the number of valid cash elections and stock elections that have been made by other AEP stockholders, and the number of shares held by AEP stockholders who have perfected and not lost their right to dissenters’ rights of appraisal in accordance with the procedures and requirements of the DGCL.
Non-Election. If the Company and the Non-Transferring Members have not elected to purchase all of the Units proposed to be Transferred in the Transfer Notice before the expiration of the Offer Period, then the Company and the Non-Transferring Members shall be deemed to have waived their rights under this Section 8.6 with respect to the Offered Units and, subject to Section 8.7 below, the Transferring Unit Holder may Transfer such Offered Units, at the price and upon the terms specified in the Transfer Notice, at any time during the ninety (90)-day period immediately after the expiration date of the Offer Period to the transferee(s) proposed in the Transfer Notice. Any Units not Transferred within such ninety (90)-day period shall be subject to the provisions of this Section 8.6 with respect to any subsequent Transfer.
