Procedure for Election. (a) Prior to the Effective Time, the Company shall cause the Exchange Agent to make available to all holders of Company Common Stock of record an election form and other appropriate materials (collectively, the "Ordinary Election Form") providing for such holder to elect to receive the Ordinary Share Consideration with respect to all or any portion of such holder's shares of Company Common Stock (the "Ordinary Share Election"). Any shares of Company Common Stock with respect to which there shall not have been effected such election by submission to the Exchange Agent of an effective, properly completed Ordinary Share Election form on or prior to the date specified in such form (the "Election Date"), which shall be the date that is three days prior to the date of the Company Stockholders' Meeting, shall be converted in the Merger into the right to receive the ADS Consideration.
Procedure for Election. (a) Prior to the Effective Time, Parent shall appoint a bank or trust company reasonably acceptable to the Company as exchange agent (the "Exchange Agent") for the purposes of exchanging the Certificates for Parent ADSs or, if and to the extent elected by a holder of a Certificate, in the manner set forth in this Section 3.3, for Parent Ordinary Shares in book-entry form. Promptly after the Effective Time Parent will send, or will cause the Exchange Agent to send, to each holder of record of Company Common Stock as of the Effective Time (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form and have such other customary provisions as the Surviving Corporation or Parent may reasonably specify) providing instructions for use in effecting the surrender of Certificates in exchange for certificates representing Parent ADRs which represent Parent ADSs or Parent Ordinary Shares and cash in lieu of fractional Parent ADSs or Parent Ordinary Shares and (ii) an election form and other appropriate materials (collectively, the "Ordinary Share Election Form") providing for such holder to elect to receive the Ordinary Share Consideration with respect to all or any portion of such holder's shares of Company Common Stock (the "Ordinary Share Election"). Any shares of Company Common Stock with respect to which there shall not have been effected such election by submission to the Exchange Agent of an effective, properly completed Ordinary Share Election Form on or prior to the date specified in such form (the "Election Date") which shall be a date that is not more than 60 days following the date of the Effective Time, shall be converted in the Merger into the right to receive the ADS Consideration.
Procedure for Election. (a) At such time as shall be sufficient to permit the holders of Public Shares to exercise their right to make an election pursuant to this Section 2.4, Parent will make available to all record holders of Public Shares a letter of transmittal and election form and other appropriate
Procedure for Election. At such time as shall be sufficient to permit the holders of Company Common Stock to exercise their right to make an election pursuant to this Section 2.02, Parent will make available to all holders of Company Common Stock of record a letter of transmittal and election form and other appropriate materials (collectively, the "Ordinary Share Election Form") providing for such holder to elect to receive the Ordinary Share Consideration with respect to all or any portion of such holder's shares of Company Common Stock ("Ordinary Share Election"). As of the Election Date (as hereinafter defined), any share of Company Common Stock with respect to which there shall not have been effected such election by submission to the Exchange Agent (as defined in Section 2.03) of an effective, properly completed Ordinary Share Election Form shall be converted in the Merger into the right to receive the ADS Consideration.
Procedure for Election. 9 Section 2.7 Exchange of Certificates..................................9 Section 2.8
Procedure for Election. Any election to receive Common Stock ---------------------- Payment, Cash Payment or Combined Payment shall have been validly made only if National City Bank, as Exchange Agent, or such other national or state bank with which National City may enter into an agreement whereby such bank shall agree to act as agent for purposes of mailing and receiving Election Forms, tabulating the results, determining any allocation and distributing consideration to Allegiant's shareholders (the "Exchange Agent"), shall have received by 4:00 P.M. Cleveland Time on a day (which must be a business day) selected by National City, but not less than twenty (20) days after the initial mailing of the Election Forms (the "Election Deadline"), an Election Form properly completed. An election by a holder of Allegiant Common Stock shall be validly made only if the Exchange Agent shall have received an Election Form properly completed and executed (with the signature or signatures thereon guaranteed as required by the Election Form) by such shareholder accompanied either by the certificate or certificates representing all Allegiant Common Stock owned by such shareholder, duly endorsed in blank or otherwise in form acceptable for transfer on the books of Allegiant, or by an appropriate guaranty of delivery in the form customarily used in transactions of this nature from a member of a national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States. National City shall have the right to make reasonable determinations and to establish reasonable procedures (not inconsistent with the terms of this Agreement) in guiding the Exchange Agent in its determination as to validity of Election Forms.
Procedure for Election. Any election to receive Stock Consideration or Cash Consideration shall have been validly made only if the Exchange Agent shall have received by 5:00 P.M. Cleveland, Ohio time on a day (which must be a business day) selected by the Surviving Corporation, but not less than 20 days after the initial mailing of the Election Forms (the "Election Deadline"), a properly completed Election Form. An election by a holder of shares of Company Common Stock shall be validly made only if the Exchange Agent shall have received an Election Form properly completed and executed (with the signature or signatures thereon guaranteed as required by the Election Form) by that stockholder accompanied either by the Certificate or Certificates representing all of the shares of Company Common Stock owned by that stockholder, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company. The Surviving Corporation shall have the right to make reasonable determinations and to establish reasonable procedures (not inconsistent with the terms of this
Procedure for Election. 9 Section 3.4
Procedure for Election. At such time as shall be sufficient to permit the holders of Company Common Stock to exercise their right to make an election pursuant to this SECTION 2.02, HoldCo will make available to all holders of Company Common Stock of record a letter of transmittal and election form and other appropriate materials (collectively, the "ORDINARY SHARE ELECTION FORM") providing for such holder to elect to receive the Ordinary Share Consideration with respect to all or any portion of such holder's shares of Company Common Stock ("ORDINARY SHARE ELECTION"). As of the Election Date (as hereinafter defined), any share of Company Common Stock with respect to which there shall not have been effected such election by submission to the Exchange Agent (as defined in SECTION 2.03) of an effective, properly completed Ordinary Share Election Form shall be converted in the Merger into the right to receive the ADS Consideration.
Procedure for Election. The right contained in this Section 1.3 shall be exercised by Tenant, if at all, only in the manner set forth in this Section 1.3.1. Tenant shall deliver written notice (the "EXPANSION NOTICE") to Landlord on or before October 31, 2002 (the "OUTSIDE EXPANSION DATE"), stating that Tenant is exercising its right to expand the Premises to include the Expansion Space, which Expansion Notice shall set forth whether the Expansion Space is to consist of one half ( 1/2) or all of the second floor of the Building; provided, however, that to the extent such exercised Expansion Space is to constitute only one-half ( 1/2) of the second floor, Landlord shall be entitled to determine which one-half ( 1/2) of such second floor Landlord shall retain.
