Mixed Election Shares definition

Mixed Election Shares has the meaning given to it in Section 2.4.
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Mixed Election Shares is defined in Section 2.2(a)(iii) hereof.
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Mixed Election Shares has the meaning given to it in Section 2.4(a). -------------- "Mixed Stock Consideration Election Amount" has the meaning given to it in Section 2.4(a). -------------- "MRP" has the meaning given to it in Section 6.1(e).
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Examples of Mixed Election Shares in a sentence

  • All Mixed Election Shares and No Election Shares will be converted into the right to receive a unit comprised of the Per Share Mixed Stock Consideration and the Per Share Mixed Cash Consideration, on a per-share basis.

  • All other shares of Company Common Stock (other than Mixed Election Shares, which shall be converted into the Mixed Consideration) shall be converted into the Share Consideration, subject to Section 2.04(b)(iii).

  • Subject to the other clauses of this Section 3.1(e), each holder of Company Shares as of immediately prior to the consummation of the First Merger (other than Dissenting Shares and Cancelled Shares) shall be entitled to elect (i) a number of Cash Election Shares, (ii) a number of Stock Election Shares, and (iii) a number of Mixed Election Shares.

  • Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 3.1(e)(vi), a sufficient number of Cash Election Shares and No Election Shares and Mixed Election Shares eligible to receive Merger Consideration pursuant to Section 3.1(a) shall be converted into the right to receive Stock Consideration to the same extent as any comparable proration in the Offer pursuant to Section 1.1(c)(v).

  • In the event a Form of Election in Merger is revoked prior to the Election Deadline, the Company Shares represented by such Form of Election in Merger shall become Mixed Election Shares, except to the extent a subsequent election is properly made with respect to any or all of such Company Shares prior to the Election Deadline.

  • In the event a Form of Election in Offer is revoked prior to the expiration date of the Offer, the Company Shares represented by such Form of Election in Offer shall become Mixed Election Shares, except to the extent a subsequent election is properly made with respect to any or all of such Company Shares prior to expiration date of the Offer.

  • The maximum number of Company Shares which shall be eligible to receive the Cash Consideration pursuant to Section 3.1(a) shall equal 58.3% of the aggregate number of Company Shares entitled to receive Merger Consideration pursuant to Section 3.1(a) (excluding Mixed Election Shares and the No Election Shares) (the “Maximum Cash Shares in Merger”).

  • The maximum number of Company Shares which shall be eligible to receive the Stock Consideration pursuant to Section 3.1(a) shall equal 41.7% of the aggregate number of Company Shares entitled to receive Merger Consideration pursuant to Section 3.1(a) (excluding Mixed Election Shares and the No Election Shares) (the “Maximum Stock Shares in Merger”).


More Definitions of Mixed Election Shares

Mixed Election Shares has the meaning set forth in Section 1.1(d)(i).
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Mixed Election Shares means all Company Shares, including Dissenting Shares, in respect of which Mixed Elections have been validly and timely delivered and not subsequently revoked or changed.
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Mixed Election Shares shall have the meaning given to such term in Section 2.02(c)(iii) of this Agreement.
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Mixed Election Shares means (i) any share of Company Capital Stock for which an election to receive the Per Share Mixed Election Consideration has been effectively made and not revoked pursuant to a Merger Consideration Election Form pursuant to Section 6.2(b) and (ii) any share of Company Capital Stock deemed to be a Mixed Election Share pursuant to the terms of Section 6.2(b).
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Mixed Election Shares has the meaning set forth in Section 2.2.2. (nnn) “Mixed Stock Shares” has the meaning set forth in Section 2.2.2. (ooo) “New Certificate” has the meaning set forth in Section 2.3.2. (ppp) “No Election Shares” has the meaning set forth in Section 2.2.2.
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Related to Mixed Election Shares

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

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

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

  • Non-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.

  • Exchange Election shall have the meaning specified in Section 14.12(a).

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

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.

  • Qualified shares means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to count votes either knows, or under subsection 4 is notified, are held by:

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

  • Public Shares means the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Offering Shares means the Class A Shares sold in the Offering, whether such Class A Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates of the Sponsor.

  • Co-op Shares Shares issued by private non-profit housing corporations.

  • Company Shares has the meaning set forth in the Recitals.

  • Remaining Shares has the meaning set forth in Section 4.1.2.

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

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

  • Qualified Election means a Participant's waiver of a Qualified Joint and Survivor Annuity or a Qualified Pre-Retirement Survivor Annuity. Any such waiver must be consented to in writing by the Participant's Spouse. The Spouse's consent must: designate a specific Beneficiary (including any class of Beneficiaries or any contingent Beneficiaries, which may not be changed without spousal consent) or expressly permits designations by the Participant without any further spousal consent; acknowledge the effect of the election; and be witnessed by a member of the Committee or a Notary Public. Additionally, a Participant's waiver of the Qualified Joint and Survivor Annuity shall not be effective unless the election designates a form of benefit payment which may not be changed without spousal consent (or the Spouse expressly permits designations by the Participant without any further spousal consent). Notwithstanding this consent requirement, if the Participant establishes to the satisfaction of a member of the Committee that there is no Spouse or the Spouse cannot be located, a waiver will be deemed a Qualified Election. Any spousal consent (or deemed spousal consent) obtained under this provision will be valid only with respect to such Spouse. A consent that permits designations by the Participant without further consent by such Spouse must acknowledge that the Spouse has the right to limit consent to a specific Beneficiary and, where applicable, a specific form of benefit, and that the Spouse voluntarily elects to relinquish either or both of such rights. A revocation of a prior waiver may be made by a Participant without the consent of the Spouse at any time before the commencement of benefits. The number of revocations shall not be limited. No consent obtained under this provision shall be valid unless the Participant has received notice as provided in paragraph (b) below.

  • Qualified Election Period means the six Plan Year period beginning with the Plan Year in which the Participant first becomes a Qualified Participant.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Class A Preferred Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • IPO Shares means all shares of Common Stock issued by the Company in its IPO, regardless of whether such shares were issued to an Insider or otherwise.