Electing Share definition

Electing Share means each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Shares) with respect to which an Election has been effectively made and not properly revoked or lost.
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Electing Share has the meaning set forth in Section 7.
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Electing Share has the meaning given to such term in Section 2.01 of the Merger Agreement.
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Examples of Electing Share in a sentence

  • If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall be treated at the Company's sole discretion as either (i) a Share (other than an Electing Share) that had been converted as of the Effective Time of the Merger into the right to receive Merger Consideration in accordance with Section 2.01(a) or (ii) an Electing Share.

  • Each (i) Non-Electing Share and (ii) Company Share deemed issued with respect to an In-the-Money Company Option as described in Section 2.07(d)(i) shall be deemed to have made a Cash Election and shall be treated as a Cash Electing Share for purposes of this Section 2.03(d).

  • Each Electing Share shall be converted into the right to receive an amount in cash equal to the Per Share Cash Price, subject to Section 2.1(a)(ii)(3) and Section 2.1(a)(ii)(4).

  • If a Form of Election is revoked, the certificate or certificates representing the Convertible Preferred Stock Electing Share or the Series A Preferred Stock Electing Shares to which such Form of Election relates shall be promptly returned to the stockholder submitting the same to the Exchange Agent.

  • Except with respect to the distributive interest of Partners determined in accordance with the provisions of this Agreement, the accounts of the Partnership, as ascertained and determined at the end of each fiscal year, shall be conclusive upon each Limited Partner, unless it shall make objection to the same in writing, delivered to the Partnership within 20 days after receipt by the Limited Partner of a statement of its account as sent to each Limited Partner at the end of each fiscal year.

  • If, after the Effective Time of the Merger, such holder fails to perfect or loses any such right to appraisal, each such share of such holder shall be treated as a share (other than an Electing Share) that had been converted as of the Effective Time of the Merger into the right to receive Merger Consideration in accordance with this Section 2.01.

  • As a result of --------------- the Acquisition, each Electing Share will be converted into the cash consideration per share, the Retained Shares will remain outstanding as shares of common stock of the Surviving Corporation, and the outstanding shares of Newco will be converted into approximately 93.5% (expressed as a percentage of the Surviving Corporation following the Acquisition) of the outstanding common stock of the Surviving Corporation.

  • Upon conversion, such Holder shall have the right to designate whether such Holder will receive the Merger Consideration payable in respect of an Electing Share or a Non-Electing Share.

  • Any Company Share with respect to which the holder of Company Shares does not make a valid Election by the Election Deadline shall be deemed to be a Parent Ordinary Share Electing Share.

  • If any such holder of Company Common Stock shall have failed to perfect or shall have effectively withdrawn or lost such right, each share of such holder shall be treated, at the Company's sole discretion, as either (i) a share of Company Common Stock (other than an Electing Share) that had been converted as of the Effective Time into the right to receive the Common Stock Merger Consideration in accordance with Section 1.6(c)(ii) or (ii) an Electing Share.


More Definitions of Electing Share

Electing Share shall have the meaning set forth in Section 13(e) hereof.
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Electing Share means each Pro Rata Electing Share and each Excess Electing Share.
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Related to Electing Share

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

  • Participating Share or “Share” means the Participating Shares of no par value in the

  • Voting Share means (i) a Common Share of the Company and (ii) any other share of capital stock of the Company entitled to vote generally in the election of directors or entitled to vote together with the Common Shares in respect of any merger, consolidation, sale of all or substantially all of the Company's assets, liquidation, dissolution or winding up. References in this Agreement to a percentage or portion of the outstanding Voting Shares shall be deemed a reference to the percentage or portion of the total votes entitled to be cast by the holders of the outstanding Voting Shares.

  • Special Voting Share means the one share of Series B Special Voting Preferred Stock with no par value, issued by US Gold to and deposited with the Trustee, which entitles the holder of record to a number of votes at meetings of holders of US Gold Common Stock equal to the number of Exchangeable Shares outstanding from time to time that are held by Non-Affiliated Holders.

  • Ordinary Share means a Class A Ordinary Share or a Class B Ordinary Share;

  • Share means a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan.

  • Dissenting Share has the meaning set forth in Section 2.6 below.

  • Unit Share has the meaning ascribed thereto in the first paragraph of this Agreement;

  • Participating Shares means shares that entitle their holders to participate without limitation in distributions.

  • Preferred Share means a share of stock of the General Partner of any class or series now or hereafter authorized or reclassified that has dividend rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the REIT Shares.

  • equity share means any share of any class of shares of a company carrying voting rights under all circumstances and any share of any class of shares carrying voting rights by reason of the occurrence of any contingency that has occurred and is continuing; (“action participante”)

  • Common Share means one share of the common stock of the Company.

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

  • Per Share Amount has the meaning set forth in Section 2.2.1 hereof.

  • OP Unit means a Partnership Unit which is designated as an OP Unit of the Partnership.

  • REIT Share means a share of common stock, par value $.01 per share, of the General Partner.

  • Option Share has the meaning ascribed to it in section "4.7" hereinbelow;

  • Voting Share Reduction means an acquisition or redemption by the Corporation of Voting Shares which, by reducing the number of Voting Shares outstanding, increases the proportionate number of Voting Shares Beneficially Owned by any Person to 20% or more of the Voting Shares then outstanding; and

  • Deferred Share means a Share which by its terms of issue is a deferred share as defined in the Statutes and includes a permanent interest bearing share and a Core Capital Deferred Share;

  • Public Share means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.

  • Capital Share means a share of any class or series of stock of the General Partner now or hereafter authorized other than a REIT Share.

  • Class C Ordinary Share shall have the meaning ascribed to it in Section 2.4(a).

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

  • Preference Share means a preference share of a par value of US$0.0001 in the share capital of the Company.

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