Mixed Election Consideration definition

Mixed Election Consideration. Section 2.1(a)
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Mixed Election Consideration shall have the meaning ascribed to it in Section 3.1(b)(i)(A).
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Examples of Mixed Election Consideration in a sentence

  • Any holder of Uncertificated Shares that are Non-Electing Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Mixed Election Consideration, any dividends or other distributions payable pursuant to Section 4.2(c) and cash in lieu of any fractional shares of Series C Common Stock payable pursuant to Section 4.2(e) that such holder is entitled to receive.

  • For the avoidance of doubt, any deductions or withholdings made from Mixed Election Consideration pursuant to this Section 2.08 shall be made in cash and deducted or withheld from the Mixed Election Cash Consideration portion payable upon such Mixed Election.

  • The proration procedures are designed to ensure that the total amount of cash paid, and the total number of shares of FNF common stock issued, in the Mergers to the holders of shares of Stewart common stock, in the aggregate, will equal the total amount of cash and number of shares of FNF common stock that would have been paid and issued if all shares of Stewart common stock were converted into the Mixed Election Consideration.

  • If, after the Effective Time, such holder of a Dissenting Share fails to perfect, withdraws or otherwise loses the right to appraisal, such shares shall be treated as if they had made a Mixed Election and shall represent the right to receive the Mixed Election Consideration in accordance with the terms of this Agreement.

  • If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Mixed Election Consideration, or other amounts payable pursuant to Section 2.3, without interest.

  • In connection with the elections to be made with respect to the Merger Consideration to be received by the holders of Eligible Units under Section 3.1 of the Simplification Agreement, Antero Resources (for itself and on behalf of Arkrose Sub) hereby irrevocably elects to receive the AR Mixed Election Consideration with respect to each AR Eligible Unit, subject to the provisions of Section 3.1(b) of the Simplification Agreement.

  • If you fail to make a valid election for any reason, you will be deemed to be a Non-Electing Stockholder and will receive the Mixed Election Consideration with respect to your shares of Stewart common stock.

  • At or immediately following the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Company, for the benefit of the holders of Company Stock Options, the cash portion of the total Mixed Election Consideration payable with respect to the holders of the Company Stock Options in immediately available funds to be paid through the Company’s payroll systems.

  • Holders of shares of Stewart common stock who do not properly and timely make an election as provided in the preceding sentences or who properly and timely revoke a prior election without making a new election will be considered a Non-Electing Stockholder and will have their shares of Stewart common stock converted into the right to receive the Mixed Election Consideration.

  • In addition, a holder who does not make an election for all of his or her shares will be deemed to be a Non-Electing Stockholder with respect to those shares for which an election is not made, and will be entitled to receive the Mixed Election Consideration.

Related to Mixed Election Consideration

  • Mixed Election has the meaning set forth in Section 3.01(b)(iii).

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

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

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

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

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

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

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Base Consideration has the meaning set forth in Section 1.2.