Maximum Cash Election Number definition

Maximum Cash Election Number shall have the meaning set forth in Section 3.1(f) of this Agreement.
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Maximum Cash Election Number shall equal the number of Electing Company Shares that, together with (i) the number of Dissenting Shares, if any, and (ii) the number of shares of Company Common Stock owned by Parent or Merger Sub canceled in accordance with Section 2.1(b), equals 55% of the number of issued and outstanding shares of Company Common Stock immediately prior to the Effective Time. If the aggregate number of Electing Company Shares exceeds the Maximum Cash Election Number, each Electing Company Share shall be converted into the right to receive shares of Parent Common Stock or cash in accordance with the terms of Section 2.1 in the following manner:
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Maximum Cash Election Number has the meaning assigned to such term in Section 2.2(D).
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Examples of Maximum Cash Election Number in a sentence

  • If the aggregate number of NU Common Shares and associated NU Rights in respect of which elections have been made or deemed made pursuant to Section 2.02 exceeds the Maximum Stock Election Number or the Maximum Cash Election Number, as the case may be, the consideration for which such elections have been made or deemed made shall be referred to herein as the "Oversubscribed Consideration".

  • Preliminary data collected in the 1997 effort indicated that soil C and N was higher in both shrub removal and rabbit exclusion treatments relative to controls, and that there was less gravel in the top 5 cm of the lagomorph exclusion plots.

  • The number of shares of Company Common Stock to be converted into the right to receive cash in the Merger shall not exceed 50% ("Maximum Cash Election Number") of the number of shares of Company Common Stock outstanding immediately prior to the Effective Date (excluding Dissenting Shares and shares exchanged for cash pursuant to Section 2.5).

  • All holders who have Cash Election Shares shall, on a pro rata basis, have such number of their Cash Election Shares redesignated as Stock Election Shares so that the Maximum Cash Election Number is achieved.

  • Notwithstanding anything herein to the contrary, the Minimum Stock Election Number shall be increased and the Maximum Cash Election Number shall be decreased if, but only to the extent, necessary to secure the tax opinion required by Sections 5.01(i) and 5.02(i).

  • Included in this, is the availability of spiritual counseling and religious ministry in order to meet the spiritual needs as identified by the patient/family/significant other.

  • The sum of the number of Dissenting Shares and the number of Cash Election Shares shall not be greater than 25% of the sum of the Outstanding Target Shares and the number of Dissenting Shares (the "Maximum Cash Election Number").

  • Notwithstanding anything in this Agreement to the contrary, the number of shares of Company Common Stock (the "Maximum Cash Election Number") to be converted into the right to receive Cash Consideration in the Merger shall be equal to (i) 30 percent of the number of issued and outstanding shares of Company Common Stock immediately prior to the Effective Time less (ii) the number of Dissenting Shares, if any.

  • If, after the results of the Forms of Election are calculated, the number of Cash Election Shares exceeds the Maximum Cash Election Number, then the Exchange Agent shall determine the number of Cash Election Shares which must be redesignated as Stock Election Shares, and all Target shareholders who have Cash Election Shares shall, on a pro rata basis, have such number of their Cash Election Shares redesignated as Stock Election Shares so that the Maximum Cash Election Number is achieved.


More Definitions of Maximum Cash Election Number

Maximum Cash Election Number has the meaning set forth in Section 3.03(a).
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Related to Maximum Cash Election Number

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

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

  • Conversion Number means the number, or formula for determining the number, of ordinary Shares into which a Converting Preference Share will convert upon conversion.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Daily Maximum Cash Amount means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) forty (40).

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Stock Conversion Number shall have the meaning set forth in Section 3.2.1.

  • Minimum Cash Balance means a cash balance to be held by the Debtors on the Effective Date in an amount equal to $75 million plus any amounts received on account of GCI (as defined in the Uniti Term Sheet) reimbursements and Cash Payments (as defined in the Uniti Term Sheet) received by the Debtors on or before the Effective Date.

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Accession Number 20121026–5118. Comments Due: 5 p.m. e.t. 11/16/12. Docket Numbers: ER13–212–000.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Unrestricted Cash Amount means, as to any Person on any date of determination, the amount of (a) unrestricted Cash and Cash Equivalents of such Person whether or not held in an account pledged to the Collateral Agent and (b) Cash and Cash Equivalents of such Person restricted in favor of the Facilities (which may also include Cash and Cash Equivalents securing other Indebtedness secured by a Lien on any Collateral along with the Facilities), in each case as determined in accordance with GAAP; it being understood and agreed that proceeds subject to Escrow shall be deemed to constitute “restricted cash” for purposes of the Unrestricted Cash Amount.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Registration number means the number allocated to the registered person for the purpose of this Act;

  • Broken Amount means, in respect of any Interest Payment Date, the amount specified in the relevant Final Terms.

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

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

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

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

  • Total Distribution Amount With respect to any Distribution Date, the sum of (i) the aggregate of the Interest Remittance Amounts for such date; (ii) the aggregate of the Principal Remittance Amounts for such date; and (iii) all Prepayment Premiums collected during the related Prepayment Period.

  • Extra Principal Distribution Amount As of any Distribution Date, the lesser of (x) the related Total Monthly Excess Spread for such Distribution Date and (y) the related Subordination Deficiency for such Distribution Date.

  • maximum council tax reduction amount means the amount determined in accordance with paragraph 29;

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • L/C Amount means the sum of (i) the aggregate face amount of any issued and outstanding Letters of Credit and (ii) the unpaid amount of the Obligation of Reimbursement.