Electing Shares definition
Examples of Electing Shares in a sentence
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).
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 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).
If a Cash Election or Stock Election is revoked, the shares as to which such election previously applied shall be treated as Mixed Consideration Electing Shares in accordance with Section 2.1(a)(i) unless a contrary election is submitted by the holder within the period during which elections are permitted to be made pursuant to Section 2.2(d).
The Exchange Agent will also make computations as to the allocation, proration and equitable adjustments contemplated by this Article II and any such computation will be, absent manifest error, conclusive and binding on the holders of Electing Shares pursuant to this Article II.
Shares of ASARCO Common Stock that are validly tendered and not withdrawn and (i) covered by elections to receive the ASARCO Cash Consideration are referred to herein as "ASARCO Cash Election Shares", (ii) covered by elections to receive the ASARCO Stock Consideration are referred to herein as "ASARCO Stock Election Shares", and (iii) not covered by a valid election to receive either the ASARCO Cash Consideration or the ASARCO Stock Consideration are referred to herein as "ASARCO Non Electing Shares".
If the Exchange Agent determines that any election to retain and receive, as applicable, Mixed Consideration was not properly made with respect to shares of Company Common Stock, such shares shall be treated by the Exchange Agent as shares which were not Electing Shares at the Effective Time, and such shares shall be exchanged in the Merger for cash pursuant to Section 2.1(c)(ii).
As used herein, the term “Cash Election Amount” shall mean the product of the aggregate number of Cash Electing Shares multiplied by the Cash Consideration.
If the Exchange Agent determines that any election to retain Non-Cash Election Shares was not properly made with respect to shares of Company Common Stock, such shares shall be treated by the Exchange Agent as shares which were not Electing Shares at the Effective Time, and such shares shall be exchanged in the Merger for cash pursuant to Section 2.1(c)(ii).
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.