Examples of Non-Election Shares in a sentence
If the aggregate cash amount that would be paid upon conversion in the Merger of the Cash Election Shares is equal or nearly equal (as determined by the Exchange Agent) to (but in no event in excess of) the Total Cash Amount, then subparagraphs (i) and (ii) above shall not apply and all Cash Election Shares shall be converted into the right to receive the Cash Consideration and all Stock Election Shares and Non-Election Shares shall be converted into the right to receive the Stock Consideration.
Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made.
Promptly after the Effective Time, QuadraMed shall make available to the Exchange Agent for exchange in accordance with this Article I, through such reasonable procedures as QuadraMed may adopt, (i) the shares of QuadraMed Common Stock issuable in exchange for Stock Election Shares and Non-Election Shares and (ii) cash in an amount sufficient to purchase Cash Election Shares and permit payment of cash in lieu of fractional shares pursuant to Section 1.6(f).
Holders of Non-Election Shares will receive a separate letter of transmittal following the consummation of the Merger.
For purposes of Section 2.01(c), such shares of Company Common Stock shall be deemed Non-Election Shares and shall be entitled to receive the Mixed Consideration.