Election Shares definition

Election Shares means any Shares issued to a Non-Employee Director pursuant to the election of such person to receive such Shares in lieu of cash compensation made in accordance with Section VIII.B.

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Election Shares means all of the issued and outstanding shares of capital stock of Ahsuog Inc., a California corporation; Silver ▇▇▇▇▇▇▇ ▇▇▇▇ Inc., a Delaware corporation; Modern Curriculum, Inc., a California corporation; Regents Publishing Co., Inc., a New York corporation; and Globe ▇▇▇▇▇▇ Inc., a California corporation.

Election Shares has the meaning set forth in Section 3.1(b)(iii). ---------------

Examples of Election Shares in a sentence

• If Parent or the Paying Agent shall determine that any purported Election was not properly made, the shares subject to such improperly made Election shall be treated as No Election Shares.

• For purposes of the foregoing calculations, Excluded Shares shall be deemed Cash Election Shares.

• In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become No Election Shares, except to the extent a subsequent election is properly made with respect to any or all of such shares of Company Common Stock prior to the Election Deadline.

• The “Cash Election Amount” shall be equal to the Per Share Cash Consideration multiplied by the total number of Cash Election Shares.

• The Stockholder's financial situation is -------------------- such that the Stockholder can afford to bear the economic risk of holding all of the Stock Election Shares for an indefinite period and the Stockholder can afford to suffer the complete loss of the Stockholder's investment in all of the Stock Election Shares.

• Nominee record holders who hold Company Common Stock on behalf of multiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares and No-Election Shares.

• The Stockholder hereby waives any -------------------------- rights of appraisal or right to dissent from the Merger that the Stockholder may have with respect to the Stock Election Shares.

• If the Section 1.5(e) Cash Amount is equal or nearly equal (as determined by the Exchange Agent) to the Total Cash Amount, then subparagraphs (1) and (2) above shall not apply and all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration and all Stock Election Shares and No Election Shares shall be converted into the right to receive the Per Share Stock Consideration.

• The Stockholder is retaining the Stock ----------------- Election Shares solely for the Stockholder's own account for investment and not with a view to, or for sale in connection with, any distribution thereof.

• If less than all of the No-Election Shares need to be treated as Cash Election Shares, then the Exchange Agent shall select which No-Election Shares shall be treated as Cash Election Shares in such manner as the Exchange Agent, in its sole discretion, shall determine.

More Definitions of Election Shares

Election Shares has the meaning specified in Section 4.1(f)(ii).

Election Shares means those shares of Holdings Common Stock, each with a nominal value of Ten Dollars ($10.00) per share, which are, at the recipient’s election pursuant to the Election Form, either Lockup Election Shares or Redeemable Election Shares.

Election Shares means those shares included in a Participant’s Diversifiable Shares that are subject to a Diversification Election.

Election Shares means any Shares issued to a Non-Employee Director

Election Shares means, with respect to any Eligible Series D Holder, a number of shares of Applicable Common Stock calculated as follows: (i) dividing Twenty Million Dollars ($20,000,000) by the Per Share Price, and then (ii) multiplying the number determined in clause (i) by a fraction, the numerator of which is the number of outstanding shares of Series D Convertible Preferred Stock registered in the name of such Eligible Series D Holder at the close of business on May 3, 2012, and the denominator of which is the total number of shares of Series D Convertible Preferred Stock outstanding at the close of business on May 3, 2012, and finally (iii) rounding the aggregate number determined in clause (ii) up or down, as applicable, to the nearest whole number of shares;

Election Shares means all of the issued and outstanding shares of capital stock of Ahsuog Inc., a California corporation; Silver Burdett Ginn Inc., a Delaware corporation; Modern Curriculum, Inc., a California corporation; Regents Publishing Co., Inc., a New York corporation; and Globe Fearon Inc., a California corporation.