Procedure for Election Sample Clauses
The "Procedure for Election" clause outlines the specific steps and requirements for selecting individuals to a particular office or position within an organization. It typically details how nominations are made, the method and timing of voting, eligibility criteria for candidates and voters, and how results are determined and announced. By establishing a clear and consistent process, this clause ensures fairness, transparency, and orderliness in the election process, reducing the risk of disputes or confusion.
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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.
(b) Record holders of shares of Company Common Stock who are nominees only may submit a separate Ordinary Share Election Form for each beneficial owner for whom such record holder is a nominee; provided, however, that, at the request of Parent, such record holder shall certify to the reasonable satisfaction of Parent that such record holder holds such shares as nominee for the beneficial owner thereof. For purposes of this Agreement, each beneficial owner for which an Ordinary Share Election Form is submitted will be treated as a separate holder of shares of Company Common Stock.
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. (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.
(b) Record holders of shares of Company Common Stock who are nominees only may submit a separate Ordinary Share Election Form for each beneficial owner for whom such record holder is a nominee; provided, however, that, at the request of Parent, such record holder shall certify to the reasonable satisfaction of Parent that such record holder holds such shares as nominee for the beneficial owner thereof. For purposes of this Agreement, each beneficial owner for which an Ordinary Share Election Form is submitted will be treated as a separate holder of shares of Company Common Stock.
Procedure for Election. 9 Section 2.7 Exchange of Certificates........................................9 Section 2.8
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. The Seller and the Buyer shall jointly make a timely election under Code Section 338(h)(10) (and any corresponding election under state, local and foreign Tax law) with respect to the purchase and sale of the Shares (collectively, the “338(h)(10) Election”), effective as of the close of business on the Closing Date. Within 30 days after the Initial ADSP and the Initial Allocation (as defined below) are finally determined under the following paragraph (b), the Buyer shall prepare and deliver to the Seller a completed IRS Form 8023 for review by the Seller. Within 30 days after such delivery, and in no event later than the due date for filing the 338(h)(10) Election with the Internal Revenue Service (the 15th day of the ninth month beginning after the month in which the Closing occurs), each of the Buyer and the Seller shall sign such Form 8023 and furnish a signed copy to the other Party. Moreover, the Buyer and the Seller shall cooperate with each other to take all other actions, at the Buyer’s expense, that are necessary and appropriate (including filing such additional forms, returns, elections, schedules and other documents as may be required) to effect and preserve a timely 338(h)(10) Election in accordance with the provisions of Section 1.338(h)(10)-1 of the Treasury Regulations (or any comparable provisions of state or local Tax law) or any successor provisions. The Buyer shall pay all out-of-pocket costs directly related to the preparation of Form 8023.
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.
Procedure for Election. The Company shall provide to each party entitled to nominate for election members of the Board of Directors under Sections 2(b)-(d) prior written notice of any intended mailing of notice to Stockholders for a meeting at which Directors are to be elected, and any party entitled to nominate for election Directors under Sections 2(b)-(d) shall notify the Company in writing, prior to such mailing, of the person(s) designated by it or them as its or their nominee(s) for election as Director(s). At each annual meeting of the Stockholders, at each special meeting of the Stockholders involving the election of Directors of the Company, and at each other time at which the Stockholders will have the right to, or will, vote for or render consent in writing regarding the election of Directors of the Company, then and in each such event, the Stockholders covenant and agree to vote all of the Shares and Future Shares to cause and maintain the election to the Board of Directors of the Company of the Home Service Directors, the ▇▇▇▇▇▇▇ Directors, the Independent Director, and no others.
Procedure for Election. The license grant provided in Section 4.1 shall commence at any time during the term of this Agreement upon SYMBOL making written notification to METROLOGIC specifying the Licensable METROLOGIC Patent Family under which SYMBOL elects to be licensed, and such license shall be terminated with respect to a specific Licensable METROLOGIC Patent Family upon termination under Article 15 or the expiration of the end of term of the patents included in such Licensable METROLOGIC Patent Family or upon written notification to METROLOGIC by SYMBOL.