Ordinary Share Election definition

Ordinary Share Election has the meaning set forth in Section 2.6(a).
Sample 1Sample 2
Ordinary Share Election shall have the meaning set forth in Section 3.3(a).
Sample 1Sample 2
Ordinary Share Election. Ordinary Share Election Form" "Parent" -- -- -- -- Section 2.01(c)(i) Section 2.02 Section 2.02 Preamble "Parent ADRs" -- Preamble "Parent ADSs" -- Preamble "Parent Budget" -- Section 5.02(e) "Parent Disclosure Documents" -- Section 3.09(b) "Parent Disclosure Letter" -- Section 4.01(a) "Parent Employee Benefit Plans" -- Section 4.13 "Parent Financial Statements" -- Section 4.05 "Parent Group" -- Section 5.02(k) "Parent Joint Venture" -- Section 3.01(b)(iii) "Parent Ordinary Shares" -- Preamble "Parent Permits" -- Section 4.10 "Parent SEC Reports" -- Section 4.05 "Parent Share Schemes" -- Section 4.02(a) "Parent Shareholders' Approval" -- Section 6.03(a) "Parent Shareholders' Meeting" -- Section 6.03(a) "Partnership" -- Preamble "Partnership Agreement" -- Section 4.01(a) "Partnership Loan Note" -- Section 2.01(e) "person" -- Section 9.12(f) "Plan" -- Section 3.12(b)(ii) "Policies" -- Section 4.14(b) "Power Act" -- Section 3.05(b) "Proxy Statement" -- Section 3.09(a) "qualified stock options" -- Section 6.10(a) "Registration Statement" -- Section 4.09 "Release" Section 3.15(g)(iv) "Representatives" -- Section 9.12(g) "Review Material" -- Section 6.01 "Sales Price" -- Section 2.03(e) "SEC" -- Section 3.04(b) "Secretary of State" -- Section 1.03 "Securities Act" -- Section 3.04(b) "SOS" -- Section 7.01(k) "Special Share" -- Section 4.02(a) "Subsidiary" -- Section 9.13(h) "Surviving Corporation" -- Section 1.01 "Surviving Corporation Common Stock" -- Section 2.01 "taxes" -- Section 3.12(g) "Trading Day" -- Section 2.03(e) "UK Code" -- Section 6.03(a) This AGREEMENT AND PLAN OF MERGER, dated as of December 6, 1998 (this "Agreement"), is made and entered into by and among SCOTTISH POWER PLC, a public limited company incorporated under the laws of Scotland ("Parent"), NA GENERAL PARTNERSHIP, a Nevada general partnership indirectly wholly owned by Parent (the "Partnership"), and PACIFICORP, an Oregon corporation (the "Company"), and, with respect to Section 2.01 hereof only, Scottish Power NA 1 Limited, a limited liability company incorporated under the laws of Scotland ("UKSub1") and Scottish Power NA 2 Limited, a limited liability company incorporated under the laws of Scotland ("UKSub2").
Sample 1

Examples of Ordinary Share Election in a sentence

  • As of the Election Date (as hereinafter defined), any share of Company Common Stock with respect to which there shall not have been effected such election by submission to the Exchange Agent (as defined in Section 2.03) of an effective, properly completed Ordinary Share Election Form shall be converted in the Merger into the right to receive the ADS Consideration.

  • Parent will have available at the Closing, subject to the Parent Stockholder Approval, authorized Parent Ordinary Shares and Parent ADRs, as applicable, sufficient for the delivery in full of the Parent Ordinary Share Election Consideration and Parent ADR Election Consideration (including the Parent Ordinary Shares underlying the Parent ADRs).

  • Any shares of Company Common Stock with respect to which there shall not have been effected such election by submission to the Exchange Agent of an effective, properly completed Ordinary Share Election Form on or prior to the date specified in such form (the "Election Date") which shall be a date that is not more than 60 days following the date of the Effective Time, shall be converted in the Merger into the right to receive the ADS Consideration.

  • Any shares of Company Common Stock with respect to which there shall not have been effected such election by submission to the Exchange Agent of an effective, properly completed Ordinary Share Election form on or prior to the date specified in such form (the "Election Date"), which shall be the date that is three days prior to the date of the Company Stockholders' Meeting, shall be converted in the Merger into the right to receive the ADS Consideration.

  • Each holder of Company Shares who is not an Australian Stockholder may specify in a request made in accordance with the provisions of this Section 1.08 (an “Election”) (i) the number of Company Shares with respect to which such holder desires to make a Parent Ordinary Share Election and (ii) the number of Company Shares with respect to which such holder desires to make a Parent ADR Election.

  • Each holder of ARCO Common Shares entitled to receive the Merger Consideration in accordance with Section 1.3.2 may exercise the Ordinary Share Election only by returning to the Exchange Agent prior to the close of business on the 42nd day following the Closing Date a properly completed letter of transmittal and form of election.

  • To the extent required, the Nominee will requisition from the Depositary, from time to time, such number of BP Amoco Depositary Shares, in such denominations as the Nominee shall specify, as are issuable in respect of ARCO Common Shares properly delivered to the Exchange Agent that are not subject to an Ordinary Share Election.

  • The Parties agree to cooperate so that the work can be performed consistent with the terms and conditions described herein and otherwise in accordance with the terms and conditions of such construction plans and specifications hereafter prepared for and approved by the Parties (the “Approved Plans and Construction Documents”).

  • As of the Election Date (as hereinafter defined), any share of Company Common Stock with respect to which there shall not have been effected such election by submission to the Exchange Agent (as defined in SECTION 2.03) of an effective, properly completed Ordinary Share Election Form shall be converted in the Merger into the right to receive the ADS Consideration.

  • The Election Forms and the Letter of Transmittal shall contain a form of Ordinary Share Election and shall be used by each holder of Voicestream Common Shares who wishes to make an Ordinary Share Election.

Related to Ordinary Share Election

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

  • Ordinary Shareholder means a holder of ordinary shares;

  • Ordinary Shares shall have the meaning given in the Recitals hereto.

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

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

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

  • Ordinary Shareholders means holders of Ordinary Shares;

  • Ordinary Share Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares or ADSs, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares or ADSs.

  • Non-Electing Share has the meaning specified in Section 12.11.

  • Common Shares means the common shares in the capital of the Company;

  • Common Share Equivalent shall have the meaning ascribed to it in Section 11(a)(iii) hereof.

  • Common Stock Fundamental Change means any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors of the Company) of the consideration received by holders of Common Stock consists of common stock that, for the 10 Trading Days immediately prior to such Fundamental Change, has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on Nasdaq National Market, provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Company continues to exist after the occurrence of such Fundamental Change and the outstanding Preferred Stock continues to exist as outstanding Preferred Stock, or (ii) not later than the occurrence of such Fundamental Change, the outstanding Preferred Stock is converted into or exchanged for shares of convertible preferred stock, which convertible preferred stock has powers, preferences and relative, participating optional or other rights, and qualifications, limitations and restrictions substantially similar (but no less favorable) to those of the Preferred Stock.

  • A Ordinary Shares means the A ordinary shares of £0.01 each in the capital of the Company;

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

  • 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.

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

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Common Share Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.

  • Amalco Common Shares means the common shares in the capital of Amalco;

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

  • Shares means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the Investment Company Act of 1940 that are held by the Intermediary.

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

  • Company Stock means the common stock of the Company.

  • Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Series B Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

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

  • Amalco Shares means common shares in the capital of Amalco;