Cash Election Consideration definition

Cash Election Consideration shall have the meaning set forth in Section 3.1.3 hereof.
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Cash Election Consideration has the meaning set forth in Section 2.1(c)(ii).
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Cash Election Consideration shall have the meaning set forth in Section 1.5(a)(ii)(A).
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Examples of Cash Election Consideration in a sentence

  • The Cash Election Consideration, less applicable Tax withholdings, shall be paid or provided to the holder of such Company PSU as soon as reasonably practicable following the Closing Date, but in no event later than ten (10) Business Days following the Closing Date.

  • Each record holder of Partnership Units shall have the right to submit an Election Form prior to the Election Deadline (as defined herein) specifying (an “Election”) the number of Partnership Units, if any, held by such person that such person desires to have converted into the right to receive (i) the Cash Election Consideration (a “Cash Election”), (ii) the Stock Election Consideration (a “Stock Election”) or (iii) the Opco Election Consideration (an “Opco Election”).

  • If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right after the Election Deadline, each share of such holder's Company Common Stock shall thereupon be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without any interest thereon, the Stock Election Consideration or the Cash Election Consideration or a combination thereof as determined by Parent in its sole discretion.

  • If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right, each share of such holder's Company Common Stock shall thereupon be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without any interest thereon, the Stock Election Consideration or the Cash Election Consideration or a combination thereof as determined by Parent in its sole discretion.

  • For the purposes of this Agreement, “No Election Unit” means each Common Unit for which no election to receive Per Unit Mixed Consideration, Per Unit Cash Election Consideration or Per Unit Stock Consideration has been properly made and received in accordance with the terms of this Section 2.3. For the avoidance of doubt, for purposes of this Section 2.3, references to Common Units shall include, or be deemed to include, Restricted Units.

  • For the avoidance of doubt, in the circumstances where this Section 3.4(a) is applicable, each record holder of Cash Election Shares shall, to the extent reasonably possible receive, the same proportion of Cash Election Consideration, and the same proportion of Stock Election Consideration, with respect to their aggregate Cash Election Shares as each other record holder of Cash Election Shares receives in respect of their aggregate Cash Election Shares pursuant to this Section 3.4(a).

  • If the Stock Election Consideration and a Fractional Share Check (if applicable) or a Cash Election Consideration Check are to be issued in the same name as the surrendered HomeFed certificate is registered, the Letter of Transmittal should be completed and signed exactly as the surrendered certificate is registered.

  • On page 2 of this Stock/Cash Election Form and Letter of Transmittal, you may indicate whether you would like to receive, in exchange for your shares of Community Shores common stock, the Stock Election Consideration, the Cash Election Consideration or a combination of the Stock Election Consideration and the Cash Election Consideration.

  • Accordingly, there is no assurance that a SilverBow stockholder electing to receive the Cash Election Consideration or the Mixed Consideration will receive the form and amount of Merger Consideration that it elects with respect to all SilverBow Common Stock it holds, and they may instead receive a pro-rata amount of cash, shares of Crescent Class A Common Stock or both.

  • The Merger Agreement provides that not less than 50% and not more than 75% of the shares of Community Shores common stock outstanding immediately prior to the effective time of the merger will be exchanged for the Stock Election Consideration, with the remaining shares of Community Shores shares outstanding exchanged for the Cash Election Consideration.


More Definitions of Cash Election Consideration

Cash Election Consideration. Section 2.1(a)
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Cash Election Consideration means either (A) if the Unprorated Aggregate Share Consideration is equal to or greater than the Aggregate Share Consideration, an amount of cash equal to $66.00 (the Default Cash Election Amount), or (B) if the Unprorated Aggregate Share Consideration is less than the Aggregate Share Consideration, (1) an amount of cash equal to the sum of (x) the Standard Cash Amount and (y) the Cash Oversubscription Amount, and (2) a number of validly issued, fully paid and non-assessable Parent Common Shares equal to the difference between (I) the Standard Exchange Ratio and (II) the quotient obtained by dividing the Cash Oversubscription Amount by the Parent Share Price; and
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Cash Election Consideration means an amount in cash equal to (a) the Exchange Ratio multiplied by $10.00 minus (b) the exercise price applicable to the share of Owlet capital stock underlying such Cash Elected Option.
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Cash Election Consideration means the cash payable to ITI stockholders and holders of stock options pursuant to the Merger Agreement.
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Cash Election Consideration means $0.0000001.
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Related to Cash Election Consideration

  • Cash Election Amount means the product of the number of Cash Election Shares multiplied by the Cash Election Consideration.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Cash Election shall have the meaning set forth in Section 3.2.2.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Cash Election Shares shall have the meaning set forth in Section 3.2.1.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Base Consideration has the meaning set forth in Section 1.2.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Stock Election shall have the meaning set forth in Section 3.2.2.