Election Procedures Sample Clauses
Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”).
(b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Common Unit Consideration and (ii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration. Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”.
(c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein.
(d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person...
Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). 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.
(b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, ...
Election Procedures. (a) Prior to the Effective Time, Pioneer shall appoint Continental Stock Transfer & Trust Company (or another Person with the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed) to act as exchange agent (the “Exchange Agent”), and the Company and Pioneer shall enter into an exchange agent agreement with the Exchange Agent (the “Exchange Agent Agreement”), for the purpose of delivering and receiving Election Forms and exchanging the certificates evidencing Company Common Shares, in physical or electronic form, as the case may be (the “Certificates”), on the stock transfer books of the Company as of immediately prior to the Effective Time for the portion of the Merger Consideration issuable in respect of such Company Common Shares pursuant to Section 3.2 and on the terms and subject to the other conditions set forth in this Agreement.
(b) Not less than twenty (20) days prior to the Election Deadline, the Company shall cause the Exchange Agent to mail or otherwise deliver the Election Form to all Persons who are record holders of Company Common Shares as of the close of the fifth (5th) Business Day prior to the filing of the Registration Statement/Proxy Statement (and the Company shall provide the Exchange Agent with the addresses and names of all such holders prior to such time).
(c) Each Election Form shall permit the holder (or the beneficial owner through customary documentation and instructions) of Company Common Shares to specify (i) the number of Company Common Shares, up to the Maximum Permitted Cash Election Shares, with respect to which such holder elects to receive an amount in cash equal to the Equity Value Per Share, (ii) the number of Company Common Shares with respect to which such holder elects to receive the Per Share Stock Consideration or (iii) that such holder makes no election with respect to such holder’s Company Common Shares. Any Company Common Shares with respect to which the Exchange Agent does not receive a properly completed Election Form prior to 5:00 p.m. (Eastern time) on the business day that is three (3) Business Days prior to the Closing Date or such other date as Pioneer and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) shall be deemed to be No Election Shares. Pioneer and the Company shall publicly announce the anticipated Election Deadline at least five (5) Business Days prior to the anticipated Closing Date, and such announcement sh...
Election Procedures. At least ninety (90) days before the start of any primary or regular election campaign, Programmer will clear with Licensee's General Manager the rate Programmer will charge for the time to be sold to candidates for public office and/or their supporters to make certain that the rate charged conforms to all applicable laws and station policy.
Election Procedures. Department chair elections shall occur annually. Nominations for department chair occur after the department chair has been evaluated but no later than the end of the 12th week of the spring semester. Department chair elections, by secret ballot, shall take place prior to the end of the 14th week of the spring semester. Eligible voters include full-time professors and adjunct professors with rehire rights. In all cases, there shall be at least two (2) weeks between nominations and the actual election.
Election Procedures. The Member, Beneficiary, or spouse shall make any election under this section in writing. The Plan Administrator may require such individual to complete and sign any necessary documents as to the provisions to be made. Any election permitted under (a) and (b) below shall be subject to the qualified election provisions of (c) below.
Election Procedures a. Department Chair elections shall occur every two years or as necessary to fill a vacancy.
b. Departments will be defined by the District no later than the 7th week of the semester. All full time faculty will be assigned to a department by the District.
c. Nominations shall occur no later than the 9th week of the spring semester.
d. Nomination will be open for two weeks.
e. If there are no tenured faculty within the department nominated at the end of the two week nomination period, nominations will open for one week for non-tenured full-time faculty within the department.
f. If there are no nominations of full time faculty for Department Chair within a Department, nomination will open for an additional week for tenured faculty from any Department of the district.
g. The Department Chair is elected by the faculty in the Department.
h. Full time faculty within the department will have one vote each.
i. Department Chair election will be by secret ballot.
j. Elections shall take place no later than the 12th week of the spring semester.
k. Elections shall be decided by a simple majority of the legal votes cast. In the event of a tie, the ▇▇▇▇ will make the decision.
Election Procedures. At least ninety (90) days before the start of any primary or regular election campaign, Broker will clear with Licensee's General Manager the rate Broker will charge for the time to be sold to candidates for public office and/or their supporters to make certain that the rate charged conforms to all applicable laws and Station policy.
Election Procedures. (a) Holders of shares of North Penn Common Stock may elect to receive shares of ▇▇▇▇▇▇▇ Common Stock or cash (in either case without interest) in exchange for their shares of North Penn Common Stock in accordance with the procedures set forth in this Section 2.2. Shares of North Penn Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of North Penn Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of North Penn Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.”
(b) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as North Penn and ▇▇▇▇▇▇▇ shall mutually agree (“Election Form”), shall be mailed on the same date as the Proxy Statement/Prospectus (as defined herein) is mailed to shareholders of North Penn (the “Mailing Date”) to each holder of record of North Penn Common Stock eligible to vote at the North Penn Stockholders’ Meeting (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 2.2, (i) to elect to receive the Cash Consideration for all of the shares of North Penn Common Stock held by such holder, in accordance with Section 2.1(c)(1), (ii) to elect to receive the Stock Consideration for all of such shares, in accordance with Section 2.1(c)(2), (iii) to elect to receive the Stock Consideration for a certain number of such holder’s shares and the Cash Consideration for all other shares of such holder’s shares (a “Mixed Election”) (all such shares together, the “Mixed Election Shares”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or ▇▇▇▇▇▇▇ Common Stock for such shares. A holder of record of shares of North Penn Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Stockholder Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of North Penn Common Stock held by such Stockholde...
Election Procedures. In the event a teachers' representative organization petitions the Board of Education for sole and exclusive bargaining rights, procedural requirements must be met as specified in Chapter 4117 of the Ohio Revised Code.