Electing Shares definition

Electing Shares shall have the meaning set forth in Section 2.1(c)(i).
Sample 1
Electing Shares has the meaning set forth in Section 2.7(d).
Sample 1
Electing Shares. 2.01(c)(i) "Election Date" 2.02(c) "Environmental Event" 3.18 "ERISA" 3.17(a) "Excess Shares" 2.04(e)(ii) "Exchange Act" 3.06 "Exchange Agent" 2.02(b) "Exchange Fund" 2.04(a) "Excluded Shares" 2.01(b) "Financing" 4.08(a) "Form of Election" 2.02(c) "Governmental Entity" 3.09 "HSR Act" 3.09
Sample 1

Examples of Electing Shares in a sentence

  • As of the Effective Time, each such Restricted Stock Unit Award shall be settled in shares of Company Common Stock in accordance with the terms of such Restricted Stock Unit Award, all of which Shares shall be treated as Mixed Consideration Electing Shares pursuant to Section 2.1(a)(i).

  • Pursuant to the terms of the merger agreement, 475,806 Electing Shares were converted to non-Electing Shares in order to ensure that the value of the aggregate cash consideration paid by PTMN to holders of the Electing Shares equaled the aggregate cash consideration that HCAP received from PTMN.The merger received solid support from the HCAP stockholder base, with over 96% of the voting stockholders approving the transaction.

  • Each Stockholder hereby agrees that it will make and not revoke an effective Non-Cash Election with respect to and otherwise cause that number of Subject Shares specified as "Number of Pre-Closing Electing Shares" on Schedule A hereof (subject to adjustment in accordance with the adjustment mechanism set forth in Section 2.4 of the Merger Agreement) to be "Electing Shares" under the Merger Agreement.

  • As of the Effective Time, each outstanding share of Company Common Stock granted under the Company 1999 Plan or otherwise that is subject to restrictions (each, a share of “Restricted Stock”) which have not lapsed immediately prior to the Effective Time shall become fully vested and treated as Mixed Consideration Electing Shares pursuant to Section 2.1(a)(i).

  • A holder of Electing Shares may be subject to backup withholding at the rate of 31% with respect to the receipt of the alternate consideration.

  • Anything in this Article II to the contrary notwithstanding, Electing Shares shall not be entitled to, and Smucker will not be obligated in implementation of Section 3.01(b)(i) or 3.01(c)(i) to pay, the Cash Consideration in an amount that exceeds $100.0 million in the aggregate.

  • For purposes of the calculations in Section 2.1(a), all Non-Electing Company Shares and shares of Company Common Stock that constitute Dissenting Shares immediately prior to the Effective Time shall be deemed to be Mixed Consideration Electing Shares.

  • In addition, we intend to take the position, absent future clarification, that any amounts ultimately paid under the deferred contingent cash rights (to the extent in excess of a holder's tax basis in the deferred contingent cash rights) should be taxed independently of, and not treated as further consideration for, the Electing Shares.

  • If, contrary to our position, payments under the deferred contingent cash rights are treated, in the case of holders who are considered to have had a taxable "exchange" of their Electing Shares, as additional payments under a single contract for the sale or exchange of the Electing Shares, a portion of such payments may be treated as imputed interest under Section 483 of the Code with the remainder treated as additional amount realized in respect of each holder's sale of its Electing Shares.

  • All Electing Shares not converted into the Cash Consideration in accordance with Section 3.01(f)(i) shall be converted into the Share Consideration.


More Definitions of Electing Shares

Electing Shares means the Shares in respect of which the relevant Shareholder has elected for the Redemption Option;
Sample 1

Related to Electing Shares

  • Participating Shares means shares that entitle their holders to participate without limitation in distributions.

  • Non-Electing Share has the meaning specified in Section 12.11.

  • Non-Voting Shares means a particular Class of Shares that do not carry the right to notice of or to attend or vote at general meetings of the ICAV or the relevant Fund.

  • Offering Shares means the Class A Shares sold in the Offering, whether such Class A Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates of the Sponsor.

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

  • Shares means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the Investment Company Act of 1940 that are held by the Intermediary.

  • Voting Shares means the Common Shares and any other shares in the capital of the Corporation entitled to vote generally in the election of all directors.

  • Amalco Shares means common shares in the capital of Amalco;

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Company Shares has the meaning set forth in the Recitals.

  • Offer Shares means the Hong Kong Offer Shares and the International Offer Shares being offered at the Offer Price under the Global Offering together with any additional Shares to be issued pursuant to the exercise of the Over-Allotment Option;

  • New Shares means ordinary or common shares, whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party, that are, or that as of the Merger Date are promptly scheduled to be, (i) publicly quoted, traded or listed on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member of state of the European Union) or on another exchange acceptable to the Issuer and (ii) not subject to any currency exchange controls, trading restrictions or other trading limitations.

  • Common Shares means the common shares in the capital of the Company;

  • Unit Shares means the Common Shares comprising part of the Units;

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • Equity Shares means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends;

  • Offered Shares has the meaning set forth in Section 3.02(a).

  • VMTP Shares has the meaning set forth in the preamble to this Agreement.

  • Existing Shares means, with respect to the Stockholder, the number of Company Shares Beneficially Owned and/or owned of record by the Stockholder as of the date hereof, as set forth on Schedule A.

  • Multiple Voting Shares means the multiple voting shares in the capital of the Corporation;

  • Exchangeable Shares means the exchangeable shares in the capital of the Company, having the rights, privileges, restrictions and conditions set forth herein;

  • Ordinary Shares shall have the meaning given in the Recitals hereto.

  • Qualifying Shares means shares of Common Stock which either (i) have been owned by the Grantee for more than six (6) months and have been “paid for” within the meaning of Rule 144 promulgated under the Securities Act, or (ii) were obtained by the Grantee in the public market.

  • Voting Share means (i) a Common Share of the Company and (ii) any other share of capital stock of the Company entitled to vote generally in the election of directors or entitled to vote together with the Common Shares in respect of any merger, consolidation, sale of all or substantially all of the Company's assets, liquidation, dissolution or winding up. References in this Agreement to a percentage or portion of the outstanding Voting Shares shall be deemed a reference to the percentage or portion of the total votes entitled to be cast by the holders of the outstanding Voting Shares.

  • Ordinary Shareholders means holders of Ordinary Shares;