Share Elections. (a) Each person who, on or prior to the Election Date referred to in Section 2.04(b), is a record holder of shares of Company Common Stock shall be entitled, with respect to all or any portion of such shares, to make an unconditional Share Election or an unconditional Cash Election, in each case specifying that number of shares of Company Common Stock such holder desires to have converted into the Share Consideration and that number of shares of Company Common Stock such holder desires to have converted into the Cash Consideration, as applicable, on or prior to such Election Date, on the basis hereinafter set forth.
(b) Parent shall prepare a form of election, which form shall be subject to the reasonable approval of the Company (the "Form of Election") and shall be mailed with the Proxy Statement to the record holders of Company Common Stock as of the record date for the Stockholders Meeting, which Form of Election shall be used by each record holder of shares of Company Common Stock who wishes to elect to receive the Share Consideration or the Cash Consideration, as applicable, for any or all shares of Company Common Stock held by such holder. The Company shall use all reasonable efforts to make the Form of Election and the Proxy Statement available to all persons who become record holders of Company Common Stock during the period between such record date and the Election Date. Any such holder's (and such authorized representative's) election to receive the Share Consideration or the Cash Consideration, as applicable, shall have been properly made only if the Exchange Agent shall have received a Form of Election, properly completed and signed, at its designated office, by 5:00 p.m., New York City time, on the business day immediately preceding the date of the Stockholders Meeting (the "Election Date").
(c) Any Form of Election may be revoked, by the stockholder who submitted such Form of Election to the Exchange Agent, only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City time, on the Election Date or (ii) after such time, if (and only to the extent that) the Exchange Agent is legally required to permit revocations and only if the Effective Time shall not have occurred prior to such date. In addition, all Forms of Election shall automatically be revoked if the Exchange Agent is notified in writing by Parent and the Company that the Merger has been abandoned. If a Form of Election is revoked, the Certificate or Certif...
Share Elections. (i) Each person who, on or prior to the Election Date referred to in (iii) below, is a record holder of Shares will be entitled, with respect to all or any portion of such holder's Shares, to make an unconditional election (a "Non-Cash Election") on or prior to such Election Date to retain Non-Cash Election Shares, on the basis hereinafter set forth.
(ii) Sub 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 Prospectus/Proxy Statement (as defined in Section 3.8) to the record holders of Shares as of the record date for the Stockholder Meeting (as defined in Section 6.1), which Form of Election shall be used by each record holder of Shares that wishes to elect to retain Non-Cash Election Shares for any or all Shares held by such holder. The Company will use its reasonable efforts to make the Form of Election and the Prospectus/Proxy Statement available to all persons who become holders of Shares during the period between such record date and the Election Date referred to below. Any such holder's election to retain Non-Cash Election Shares shall have been properly made only if the Exchange Agent (as defined in Section 2.3(a)) shall have received at its designated office by 5:00 p.m., New York City time on the second trading day (the "Election Date") next preceding the date of the Stockholder Meeting, a Form of Election properly completed and signed and accompanied by certificates for the Shares 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 forth in such Form of Election from a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, provided such certificates are in fact delivered to the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such guarantee of delivery).
(iii) Any Form of Election may be revoked by the holder submitting it to the Exchange Agent only by written notice received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Election Date (unless Sub and the Company determine not less than two business days prior to the Election Date that the Effective Time is not lik...
Share Elections. 5 1.11 Proration.....................................................................................7 1.12
Share Elections. (a) The parties acknowledge and agree that, at any time until the Meeting Date, any Shareholder may make a Share Election pursuant to which such Shareholder elects to be issued Purchaser Shares in the Arrangement instead of and in replacement, subject to Section 2.7(c), of up to 20% of such Shareholder’s Pro Rata Share of the Effective Date Cash Proceeds. The price of each Purchaser Share obtained pursuant to a Share Election will be the Effective Date Purchaser Share Value. Any such election shall be substantially in the form and content of Share Election attached hereto as Schedule H and shall be made by delivering such form, duly executed by the electing Shareholder to the Depository.
(b) The Company covenants and agrees to deliver to the Purchaser, on or before the Effective Date, the Share Election of Mx. Xxxxxxx in respect of 20% of his Pro Rata Share of the Gross Effective Date Cash Proceeds; provided that, for the purposes of this Section 2.7(b) only, “Gross Effective Date Cash Proceeds” means the sum of $10,000,000, without adjustment for Working Capital.
(c) With the consent of the Purchaser, any Shareholder may make a Share Election for more than such Shareholder’s Pro Rata Share of the Effective Date Cash Proceeds. The Purchaser shall not unreasonably refuse to grant consent under this Section 2.7(c); provided that the Purchaser shall not be obligated to issue an aggregate of Share Consideration in excess of 19.9% of the issued and outstanding capital stock of the Purchaser. If the number of Share Elections made by the Shareholders would require the issuance of Share Consideration in excess of 19.9% of the issued and outstanding capital stock of the Purchaser, the Purchaser may consent to the acceptance of Share Elections up to 19.9% of the issued and outstanding shares in the capital of the Purchaser, with such Share Elections to be accepted, pro rata, based on the number of shares with respect to which each Shareholder making a Share Election would be entitled to receive in the absence of the limitation set forth above.
