Net Issue Election definition

Net Issue Election means the following: (i) in the case of a Purchaser’s right and obligation to purchase Shares pursuant to Section 1.1(c) hereof or Section 1.1(d) hereof, as applicable, by making payment of the applicable cash purchase price therefor in accordance with the provisions of Section 1.1(c) or Section 1.1(d), as applicable, Purchaser’s election to have the Company issue to such Purchaser a smaller number of the class or series of Shares than the Purchaser would be required to purchase pursuant to Section 1.1(c) or Section 1.1(d), as applicable, absent such election, which smaller number of such class or series of Shares shall be determined in accordance with the formula provided below and shall be issued by the Company to such Purchaser without such Purchaser being required to make payment to the Company of any cash purchase price therefor; and (ii) in the case of a Purchaser’s right to purchase Shares pursuant to Section 2.1(a) hereof or Section 2.1(b) hereof, as applicable, by making payment of the applicable cash purchase price therefor in accordance with the provisions of Section 2.1(a) hereof or Section 2.1(b) hereof, as applicable, such Purchaser’s election to have the Company issue to such Purchaser a smaller number of the class or series of Shares that such Purchaser would be entitled to purchase pursuant to Section 2.1(a) hereof or Section 2.1(b) hereof, as applicable, absent such election, which smaller number of such class or series of Shares shall be determined in accordance with the formula provided below and shall be issued by the Company to such Purchaser without such Purchaser being required to make payment to the Company of any cash purchase price therefor. The smaller number of the applicable class or series of Shares to be issued by the Company to any Purchaser that makes a Net Issue Election shall be determined as follows: X = Y (A - B)
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Net Issue Election shall have the meaning set forth in Section 2.6 hereof.
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Examples of Net Issue Election in a sentence

  • A = the Fair Market Value (as hereinafter defined) of one Warrant Share determined at the time the Net Issue Election is made pursuant to this Section 3 (the "Determination Date").

  • B = the Warrant Price in effect under this Warrant at the time the Net Issue Election is made pursuant to this Section 3.

  • Y = the number of Warrant Shares covered by this Warrant in respect of which the Net Issue Election is made pursuant to this Section 3.

  • Any certificates so delivered shall be in such denominations as may be requested by the Warrantholder and shall be registered in the name of the Warrantholder or such other name as shall be designated by the Warrantholder, as specified in the Exercise Agreement or Net Issue Election Notice, if applicable.

  • On or before the first (1st) business day following the Exercise Date, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Agreement (or Net Issue Election Notice, if applicable, pursuant to Section 18) to the Warrantholder and the Company’s transfer agent (the “Transfer Agent”).

  • The Warrantholder may elect to receive, without the payment by the Warrantholder of the aggregate Warrant Price in respect of the shares of Common Stock to be acquired, shares of Common Stock of equal value to the value of this Warrant, or any specified portion hereof, by the surrender of this Warrant (or such portion of this Warrant being so exercised) together with a Net Issue Election Notice, in the form annexed hereto as Appendix B, duly executed, to the Company.

  • The Net Issue Election Notice must be received by the Company not more than five (5) business days after the date the election is made.

  • Thereupon, and in no event later than three (3) Business Days after the Corporation’s receipt of the Net Issue Election Notice, the Corporation shall issue to the Warrantholder certificate(s) for such number of fully paid, validly issued and nonassessable shares of Common Stock as is computed using the formula immediately below.

  • The Purchase Price may be paid (i) in cash or by certified check or wire transfer or (ii) pursuant to a "Net Issue Election" as provided in Section 4.

  • Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement (or Net Issue Election Notice), shall be delivered to the Warrantholder within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised.

Related to Net Issue Election

  • 10) Election has the meaning set forth in Section 6.05(a).

  • Section 336(e) Election has the meaning set forth in Section 7.06.

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

  • Primary election means any regular primary election held under the election

  • Regular election means an election held on a regular election date to elect an individual to, or nominate an individual for, elective office in the regular course of the terms of that elective office.

  • LCA Election has the meaning specified in Section 1.09(a).

  • Distribution Election With respect to any Series, as specified in the related Supplement.

  • Notice of Interest Rate Election has the meaning set forth in Section 2.10.

  • by-election means a trustee election to fill a vacancy on the Board in any of the circumstances described in section 36 of the School Act.

  • Regular primary election means the election on the fourth Tuesday of June of

  • Election cycle means the period beginning on the first day persons are eligible to

  • IDR Reset Election has the meaning given such term in Section 5.11(a).

  • Early Opt-in Election means the occurrence of:

  • Statewide popular election means a general election in which votes are cast for

  • Distribution Election Form means the form established from time to time by the Plan Administrator that the Director completes, signs and returns to the Plan Administrator to designate the time and form of distribution.

  • LCT Election has the meaning assigned to such term in Section 1.06.

  • 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.

  • Deferral Election means the Participant’s election under Section 3.1 to defer all or a portion of his or her Compensation.

  • Mandatory Conversion Notice shall have the meaning ascribed to it in Section 4.01(b)(ii) hereof.

  • Election Notice has the meaning set forth in Section 11.01(b).

  • Election means an election by a constituency, or by a class within a constituency, to fill a vacancy among one or more posts on the council of governors;

  • Deferral Notice has the meaning set forth in Section 3(h) hereof.

  • Conversion Notice means a written notice of conversion substantially in the form annexed hereto as Exhibit A.

  • Payment Election means an election pursuant to Section 5.1.

  • Other Benchmark Rate Election means, with respect to any Loan denominated in Dollars, if the then-current Benchmark is the LIBO Rate, the occurrence of:

  • Election Form means the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.