Share Election Clause Samples
Share Election. (a) Each Person (as defined in Section 1.6 hereof) who, on or prior to the Election Date referred to in subsection (c) below, is a record holder of shares of Company Common Stock or a record holder of Company OP Units, as the case may be, shall have the right to submit a Form of Election (as defined in Section 1.3(c) hereof) specifying the number of shares of Company Common Stock or Company OP Units, as the case may be, that such Person desires to be converted into Buying Entities' Common Stock pursuant to the Common Stock Election or a Company OP Election. (b) Prior to the mailing of the Proxy Statement (as defined in Section 5.2(b) hereof), Buyer shall designate the Company's registrar or transfer agent, or such other bank, trust company, Person or Persons as shall be acceptable to the Company to act as exchange agent (the "Exchange Agent") for the payment of the Merger Consideration.
(c) Buyer shall prepare and mail a form of election, which form shall be subject to the reasonable approval of the Company (the "Form of Election") with the Proxy Statement to the record holders of shares of Company Common Stock and the record holders of Company OP Units as of the record date for the Company Special Meeting, which Form of Election shall be used by each record holder of shares of Company Common Stock and each record holder of Company OP Units who wishes to elect to receive shares of Buying Entities' Common Stock for any or all shares of Company Common Stock or Company OP Units, as the case may be, held, subject to the provisions of Section 1.4 hereof, by such holder. The Company shall use its reasonable best efforts to make the Form of Election and the Proxy Statement available to all Persons who become holders of shares of Company Common Stock during the period between such record date and the Election Date. Any such holder's election to receive shares of Buying Entities' Common Stock shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time on the business day (the "Election Date") next preceding the date of the Company Special Meeting, a Form of Election properly completed and signed and accompanied by certificates for the shares of Company Common Stock or Company OP Units to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such certificates as set f...
Share Election. SECTION 1.4 Proration . . . . . . . . . . . . . . . . . . . . . . . SECTION 1.5
Share Election. 11 Section 2.4 Proration......................................................13 Section 2.5 Exchange of Certificates.......................................14 Section 2.6 Transfer Taxes; Withholding....................................16 Section 2.7
Share Election. 7 SECTION 1.4
Share Election. In the case of the Forward Merger (and, with respect to clauses (b) and, unless a Restructuring Trigger has theretofore occurred, (c) and (e) below, in the case of the Reverse Merger to the extent applicable):
(a) Each Person (as defined in Section 1.3(b) hereof) who, on or prior to the Election Deadline referred to in subsection (c) below is a record holder of shares of Company Common Stock (collectively, "Holders") shall have the right, with respect to the Merger Consideration, (i) to elect to receive only cash for such shares pursuant to Section 1.2(b)(X)(i) hereof (an "All Cash Election"), (ii) to make a Partial Cash Election, (iii) to elect to receive Buyer Shares for such shares pursuant to Section 1.2(b)(X)(iii) hereof (a "Stock Election"), (iv) to indicate that such record holder has no preference as to the receipt of cash or Buyer Shares for such shares (a "Non-Election") or (v) to make a mixed election, specifying the number of shares of Company Common Stock corresponding with each such Election (the All Cash Election, the Partial Cash Election, the Stock Election, and the Non-Election are collectively referred to as the "Elections"). Holders who hold such shares as nominees, trustees or in other representative capacities may submit multiple Forms of Election (as defined below).
(b) Prior to the mailing of the Proxy Statement (as defined in Section 6.1 hereof), The Bank of New York or such other bank, trust company, Person or Persons shall be designated by Buyer and reasonably acceptable to the Company to act as exchange agent (the "Exchange Agent") for payment of the Merger Consideration. The Exchange Agent shall act as the agent for the Company's stockholders for the purpose of receiving and holding their Forms of Election and Certificates (as defined below) and shall obtain no rights or interests (beneficial or
Share Election. (a) If with respect to any tender of Operating Units pursuant to this Agreement the Corporation makes the Share Election, then within twenty days after such tender the Corporation shall deliver to the tendering holder one Corporation Share for each Operating Unit validly tendered pursuant to the provisions of this Agreement.
(b) No fractional Corporation Shares or scrip representing fractional Corporation Shares shall be issued upon exchange of Operating Units pursuant to this Agreement. If more than one Letter of Transmittal shall be delivered at one time by the same holder, the number of full Corporation Shares which shall be issuable upon exchange of the Operating Units tendered thereby shall be computed on the basis of the aggregate number of Operating Units so tendered. Instead of any fractional Corporation Shares which would otherwise be issuable upon exchange of any Operating Units, the Corporation shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction of the Corporation Share Closing Price on the last business day preceding the date of exchange.
(c) If a holder exchanges Operating Units pursuant to this Agreement, the Corporation shall pay any documentary, stamp or similar issue or transfer tax due on any issue of Corporation Shares upon such exchange. Such holder, however, shall (i) pay to the Corporation the amount of any additional documentary, stamp or similar issue or transfer tax which is due (or shall establish to the satisfaction of the Corporation the payment thereof) as a result of Corporation Shares being issued in a name other than the name of such holder and (ii) be responsible for all income or other taxes as a result of such exchange.
Share Election. (a) Each Person (as defined in Section 1.3(b) hereof) who, on or prior to the Election Date referred to in subsection (c) below is a record holder of shares of Common Stock shall have the right to submit a Form of Election (as defined in Section 1.3(c) hereof) specifying the number of shares of Common Stock that such Person desires to be converted into DuPont Shares pursuant to the DuPont Stock Election.
(b) Prior to the mailing of the Proxy Statement (as defined in Section 5.3(b) hereof), First Chicago Trust Company of New York or such other bank, trust company, Person or Persons shall be designated by DuPont and reasonably acceptable to the Company to act as exchange agent (the "Exchange Agent") for payment of the Merger Consideration. For purposes of this Agreement, "Person" means any natural person, firm, individual, corporation, limited liability company, partnership, association, joint venture, company, business trust, trust or any other entity or organization, whether incorporated or unincorporated, including a government or political subdivision or any agency or instrumentality thereof.
Share Election. 4 SECTION 1.4 Proration...................................................6 SECTION 1.5 Exchange of Certificates....................................7 SECTION 1.6 Transfer Taxes; Withholding................................11 SECTION 1.7 Stock Options; Other Equity Awards.........................11 SECTION 1.8 Lost Certificates..........................................14 SECTION 1.9
Share Election. Stockholder hereby agrees to elect to receive Share Consideration in the Offer in respect of all the Stockholder Shares. Stockholder acknowledges and agrees that all shareholders of the Company (including Stockholder) which make Share Elections will have an equal opportunity to receive Share Consideration in the Offer (based on the number of Tendered Shares in respect of which each such holder (including Stockholder) shall have made a Share Election), subject to the limitation that Share Consideration shall be paid in respect of an aggregate of 34,783,758 Tendered Shares. To the extent Share Elections are made in respect of more than 34,783,758 Tendered Shares, each tendering shareholder (including Stockholder) shall receive (x) Cash Consideration in the Offer in respect of such number of Tendered Shares in respect of which such shareholder has made a Share Election equal to (i) the number of Tendered Shares in respect of which such shareholder has made a Share Election minus (ii) the number of Tendered Shares in respect of which such shareholder has made a Share Election multiplied by a fraction, the numerator of which equals 34,783,758 and the denominator of which equals the aggregate number of Tendered Shares for which a Share Election has been made by all tendering shareholders (including Stockholder) and (y) Share Consideration in respect of the remaining portion of the Tendered Shares in respect of which such shareholder has made a Share Election.
Share Election. 14 Section 3.3 Exchange of Company Certificates.................................................. 15 Section 3.4 Company Stock Options/Purchase Rights............................................. 18