Examples of Standard Election in a sentence
If any Dissenting Shareholder shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, the Shares held by such Dissenting Shareholder shall thereupon be treated as though such Shares had been converted into the right to receive the Standard Election Consideration pursuant to Section 2.1(b).
As of the Election Deadline (as defined in Section 2.3(d)) all holders of Company Common Stock immediately prior to the Effective Time (excluding any shares of Company Common Stock that (i) are cancelled pursuant to Section 2.2(c) or (ii) are exchanged in the Recapitalization) that shall not have properly submitted to the Exchange Agent, or that shall have properly revoked, an effective, properly completed Election Form shall be deemed to have made a Standard Election (each a "Deemed Standard Election").
Promptly after the Effective Time, the Exchange Agent will send to each holder of Shares a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange, and to each holder of Shares an election form (the "Election Form") providing for such holders to make the Standard Election, the Cash Election or the Stock Election.
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If the Average Stock Price is below $36.00 per share or above $41.00 per share (any such Average Stock Price being referred to herein as being "Outside the Collar"), the value of the per share consideration payable to each APY Public Stockholder will be equivalent regardless of whether such holder makes a Standard Election, a Cash Election or a Stock Election.
However, if the Average Stock Price is greater than or equal to $36.00 and less than or equal to $41.00, the value of the per share Merger Consideration payable to each APY Public Stockholder may vary depending on (i) the Average Stock Price, (ii) whether such holder makes a Standard Election, a Stock Election or a Cash Election, and (iii) the combination of cash and AFC Common Stock actually received by such holder as a result of the proration procedures described below.
If other than a Standard Election is made, the effect of the proration may cause the mix of cash and AFC Common Stock actually received by an APY Public Stockholder to differ from the election made by such holder; as a result the value of consideration received would also vary accordingly.
As of the Election Deadline (as defined below) all holders of APY Common Stock immediately prior to the Effective Time that shall not have submitted to the Exchange Agent or shall have properly revoked an effective, properly completed Election Form shall be deemed to have made a Standard Election.
If an APY Public Stockholder makes a Standard Election or a Cash Election, the Merger Consideration received by such holder will be a minimum of $32.00 per share.
Any election for Standard Consideration is referred to herein as a "Standard Election." Alternatively, an APY Public Stockholder may elect to receive 4 merger consideration solely in AFC Common Stock or in cash, subject to proration in the event that the election made by such stockholder is oversubscribed.