Full Cash Alternative definition

Full Cash Alternative means the alternative whereby eligible Cambian Shareholders may elect, subject to having submitted a valid Form of Election, to receive cash instead of the cash and the New CareTech Shares to which they would otherwise be entitled to receive under the Scheme in accordance with the Headline Offer, as described in, and subject to the terms of paragraph 6 of this Announcement
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Examples of Full Cash Alternative in a sentence

  • All elections under the Full Cash Alternative will be satisfied in full.

  • Each Cambian Shareholder will need to determine whether they should accept the Headline Offer or elect for the Full Cash Alternative depending on their own personal circumstances.

  • The Cambian Directors, who have been so advised by Rothschild, Investec and J.P. Morgan Cazenove as to the financial terms of the Transaction, consider the terms of the Transaction (comprising the Headline Offer with the option of electing for the Full Cash Alternative) to be fair and reasonable.

  • In connection with the financing of the cash consideration payable under the terms of the Transaction (including the cash consideration payable in respect of the Full Cash Alternative) and the refinancing of its existing banking facilities, CareTech has entered into new banking facilities with Lloyds Bank plc and National Westminster Bank Plc as mandated lead arrangers and with Lloyds Bank plc and NatWest Markets plc as bookrunners and underwriters.

  • At this level, the Cambian Board believes that the Full Cash Alternative will provide Cambian Shareholders with the opportunity to receive an immediate and certain amount in cash that would otherwise be unlocked over time as Cambian executes its strategy and realises its longer-term growth and margin expansion prospects, subject always to execution risks.

  • Elections under the Full Cash Alternative will not affect the entitlements of those Cambian Shareholders who do not make such elections.

  • Cambian Shareholders may elect to receive the Full Cash Alternative in respect of any or all of their Cambian Shares.

  • As an alternative, participants holding options in the LTIP will be offered the opportunity to receive an amount equal to the Full Cash Alternative per vested Cambian Share in respect of 50 per cent.

  • Under the terms of the Transaction, which will be on the terms and subject to the Conditions set out below and in Appendix 1 to this Announcement, and to be set out in the Scheme Document, Forms of Proxy and Form of Election, Cambian Shareholders will be entitled to receive the consideration pursuant to the Headline Offer or elect to receive the Full Cash Alternative in respect of any or all of their Cambian Shares.

  • There will be a Full Cash Alternative pursuant to which Cambian Shareholders can elect to receive all cash consideration for each Cambian Share held at the Scheme Record Time instead of the cash and the New CareTech Shares to which they would otherwise be entitled under the terms of the Headline Offer.

Related to Full Cash Alternative

  • Share Termination Alternative If applicable, Dealer shall deliver to Counterparty the Share Termination Delivery Property on, or within a commercially reasonable period of time after, the date when the relevant Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) and 6(e) of the Agreement, as applicable, in satisfaction of such Payment Obligation in the manner reasonably requested by Counterparty free of payment. Share Termination Delivery Property: A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.

  • Alternative The provisions of Paragraph 4 will apply.

  • Solar alternative compliance payment or "SACP" means a

  • alternative fuels means fuels or power sources which serve, at least partly, as a substitute for fossil oil sources in the energy supply to transport and which have the potential to contribute to its decarbonisation and enhance the environmental performance of the transport sector, including:

  • Least restrictive alternative means the treatment and conditions of treatment which, separately and in combination, are no more intrusive or restrictive of freedom than reasonably necessary to achieve a substantial therapeutic benefit to the minor, or to protect the minor or others from physical injury;

  • Alternative program means a class or environment established within the regular educational program and designed to accommodate specific student educational needs such as, but not limited to, work-related training; reading, mathematics or science skills; communication skills; social skills; physical skills; employability skills; study skills; or life skills.

  • Alternative living arrangement means a structure in which households live in distinct bedrooms, yet share kitchen and plumbing facilities, central heat and common areas. Alternative living arrangements include, but are not limited to: transitional facilities for the homeless; Class A, B, C, D and E boarding homes as regulated by the State of New Jersey Department of Community Affairs; residential health care facilities as regulated by the New Jersey Department of Health; group homes for the developmentally disabled and mentally ill as licensed and/or regulated by the New Jersey Department of Human Services; and congregate living arrangements.

  • alternative plan means a group RRSP, including the BCTF Plan, which was entered into prior to the coming into force of this Article, and which is still in effect as of that date.

  • Alternative Diesel Fuel means any fuel used in diesel engines that is not a reformulated diesel fuel as defined in sections 2281 and 2282 of title 13, CCR, and does not require engine or fuel system modifications for the engine to operate, other than minor modifications (e.g., recalibration of the engine fuel control) that may enhance performance. Examples of alternative diesel fuels include, but are not limited to, biodiesel, Fischer-Tropsch fuels, and emulsions of water in diesel fuel. Natural gas is not an alternative diesel fuel. An emission control strategy using a fuel additive will be treated as an alternative diesel fuel based strategy unless:

  • Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.

  • Alternative fuel means natural gas, propane, ethanol, methanol, gasoline (when used in hybrid electric vehicles only), hydrogen, electricity, fuel cells, or advanced technologies that do not rely on diesel fuel. “Alternative fuel” also means any of these fuels used in combination with each other or in combination with other non-diesel fuels.

  • Alternative method means any method of sampling and analyzing for an air pollutant which is not a reference or equivalent method, but which has been demonstrated to the satisfaction of the board, in specific cases, to produce results adequate for its determination of compliance.

  • Alternative school means an environment established apart from the regular educational program and that includes policies and rules, staff, and resources designed to accommodate student needs and to provide a comprehensive education consistent with the student learning goals and content standards established by the school district or by the school districts participating in a consortium. Students attend by choice.

  • Qualified Settlement Fund or “Settlement Fund” means the interest-bearing, settlement fund account to be established and maintained by the Escrow Agent in accordance with Article 5 herein and referred to as the Qualified Settlement Fund (within the meaning of Treas. Reg. § 1.468B-1).

  • Alternative Investment Vehicle means the limited partnership, limited liability company, or similar legal structure or investment manager through which the Board invests in a portfolio company.

  • Alternative Stock Exchange means at any time, in the case of the Ordinary Shares, if they are not at that time listed and traded on the ASX, the principal stock exchange or securities market on which the Ordinary Shares are then listed or quoted or dealt in;

  • Alternate Transaction shall have the meaning assigned to such term in Section 6.7(iii) hereof.

  • Alternative Payment Mechanism means, with respect to any securities or combination of securities (together in this definition, “such securities”), provisions in the related transaction documents requiring the Corporation to issue (or use commercially reasonable efforts to issue) one or more types of APM Qualifying Securities raising eligible proceeds at least equal to the deferred Distributions on such securities and apply the proceeds to pay unpaid Distributions on such securities, commencing on the earlier of (x) the first Distribution Date after commencement of a deferral period on which the Corporation pays current Distributions on such securities and (y) the fifth anniversary of the commencement of such deferral period, and that

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • Less restrictive alternative means court-ordered treatment in

  • Aggregate Industry Equivalent Unit Score is then calculated for each S&P Industry Classification, shown on Schedule 2, and is equal to the sum of the Equivalent Unit Scores for each issuer in such industry classification group.

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Approved Source means Cisco or a Cisco authorized reseller, distributor or systems integrator.

  • alternative maximum council tax reduction means the amount determined in accordance with paragraph 31 and Schedule 4;

  • the Scottish Infected Blood Support Scheme means the scheme of that name administered by the Common Services Agency (constituted under section 10 of the National Health Service (Scotland) Act 1978(b));

  • Going Private Transaction means a transaction involving the purchase of Company securities described in Rule 13e-3 to the Securities and Exchange Act of 1934.