Election Under Sample Clauses
The "Election Under" clause establishes a party's right to make a formal choice or selection regarding a specific option or provision within a contract. In practice, this clause typically outlines the process by which a party can exercise its election, such as providing written notice within a certain timeframe or meeting specified conditions. For example, a party may elect to extend a contract term, opt for a particular method of dispute resolution, or choose between remedies in the event of a breach. The core function of this clause is to provide a clear mechanism for parties to exercise contractual options, thereby reducing ambiguity and ensuring that both sides understand how and when such choices can be made.
Election Under. Section 83(b) of the Code. If the Optionee exercises this Option to purchase shares of Stock that are both nontransferable and subject to a substantial risk of forfeiture, the Optionee understands that the Optionee should consult with the Optionee’s tax advisor regarding the advisability of filing with the Internal Revenue Service an election under Section 83(b) of the Code, which must be filed no later than thirty (30) days after the date on which the Optionee exercises the Option. Shares acquired upon exercise of the Option are nontransferable and subject to a substantial risk of forfeiture if, for example, (a) they are unvested and are subject to a right of the Company to repurchase such shares at the Optionee’s original purchase price if the Optionee’s Service terminates, (b) the Optionee is an Insider and, under certain circumstances, exercises the Option within six (6) months of the Date of Option Grant (if a class of equity security of the Company is registered under Section 12 of the Exchange Act), or (c) the Optionee is subject to a restriction on transfer to comply with “Pooling-of-Interests Accounting” rules. Failure to file an election under Section 83(b), if appropriate, may result in adverse tax consequences to the Optionee. The Optionee acknowledges that the Optionee has been advised to consult with a tax advisor prior to the exercise of the Option regarding the tax consequences to the Optionee of the exercise of the Option. AN ELECTION UNDER SECTION 83(b) MUST BE FILED WITHIN 30 DAYS AFTER THE DATE ON WHICH THE OPTIONEE PURCHASES SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. THE OPTIONEE ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS THE OPTIONEE’S SOLE RESPONSIBILITY, EVEN IF THE OPTIONEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF.
Election Under. Section 83(b) of the Code. I understand and acknowledge that if I am exercising the Option to purchase Unvested Shares (i.e., shares that remain subject to the Company’s Unvested Share Repurchase Option), that I should consult with my tax advisor regarding the advisability of filing with the Internal Revenue Service an election under Section 83(b) of the Code, which must be filed, if at all, no later than thirty (30) days after the date on which I exercise the Option. I acknowledge that I have been advised to consult with a tax advisor prior to the exercise of the Option regarding the tax consequences to me of exercising the Option and filing or not filing an election under Section 83(b). AN ELECTION UNDER SECTION 83(b) MUST BE FILED, IF AT ALL, WITHIN 30 DAYS AFTER THE DATE ON WHICH I PURCHASE SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. I ACKNOWLEDGE THAT TIMELY FILING OF A SECTION 83(b) ELECTION, IF APPROPRIATE, IS MY SOLE RESPONSIBILITY, EVEN IF I REQUEST THE COMPANY OR ITS REPRESENTATIVES TO FILE SUCH ELECTION ON MY BEHALF. Very truly yours, (Signature) Receipt of the above is hereby acknowledged. ▇▇▇▇ MEDICAL, INC. By: Name: Title: Dated: FOR VALUE RECEIVED the undersigned does hereby sell, assign and transfer unto __________________________________________________________________________________ (_________________) shares of the Capital Stock of ▇▇▇▇ Medical, Inc. standing in the undersigned’s name on the books of said corporation represented by Certificate No. __________________ herewith and does hereby irrevocably constitute and appoint ______________________ Attorney to transfer the said stock on the books of said corporation with full power of substitution in the premises. Dated: Signature Print Name
Election Under. Subsection 85(1) of the Tax Act
(1) The Purchaser and the Vendor will jointly elect under subsection 85(1) of the Tax Act regarding the sale of the Sold Property. Such election will be prepared by the Purchaser and filed by the Vendor and the Purchaser in the form and manner and within the time prescribed by the Tax Act and the regulations thereunder (currently by each filing Form T2057 with their respective tax returns). The agreed amount for the purposes of paragraph 85(1)(a) of the Tax Act in respect of each property comprising the Sold Property will be the lesser of the cost amount (as defined in the Tax Act) to the Vendor of such property immediately before the Closing and the fair market value of such property immediately before the Closing.
(2) The Purchaser will, at the request of the Vendor, jointly elect with the Vendor under corresponding provisions of applicable provincial income tax legislation with respect to the sale of the Sold Property. The provisions of clause 4.01(1) will apply to the making of any such provincial elections, with necessary changes.
Election Under. SECTION 338(H)(10). The Seller shall have executed the Form 8023A to be prepared in accordance with Section 6.5(d) hereof."
16. Section 6.5(c) of the Merger Agreement shall be amended by the addition of the following sentence as the last sentence thereof: "Upon the completion of the Audited Financial Statements, the Chief Financial Officer of the Seller shall deliver to the Investors' Accountants a representation to the effect that the Seller has provided to the Investors' Accountants all books and records of the Business, CSG and the Company with respect to the period extending from October 1, 1992 to the date of the Closing, and that the Seller has disclosed, to the best knowledge of the Seller, all financial transactions and all contingent liabilities required to be reported or reserved for in accordance with GAAP, existing or occurring during the period extending from October 1, 1992 to the date of the Closing, of the Business, CSG and the Company to the Investors' Accountants"
17. The first sentence of Section 9.1 of the Merger Agreement is hereby amended by the deleting the words "Section 2.1(c)" and replacing such words with the words "Sections 2.1(c) and 2.2."
18. The definition of the term for "EFI Litigation" in Section 11.1 of the Merger Agreement is hereby amended by deleted the three capitalized letters "DLG" and replacing such three letters with the three capitalized letters "DLJ."
19. Except as amended hereby, the Merger Agreement shall remain in full force and effect.
20. No failure or delay on the part of the Seller, the Company, Holdco Sub, Holdco, any New Investor, any Old Investor, any Indemnified Party, or any holder of the Subordinated Notes or the Preferred Stock, in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.
21. Any provision in this Amendment to the contrary notwithstanding, changes in or additions to this Amendment may be made, and compliance with any covenant or provision herein set forth may be omitted or waived, if each of the Seller, the Company, Holdco, Holdco Sub, the Old Investors and the New Investors shall consent in writing. Any waiver or consent may be given subject to satisfaction of conditions stated th...
Election Under. Section 338(h)(10).
Election Under. SECTION 338(H)(10). The Seller shall have executed the Form 8023A prepared in accordance with Section 6.5(d) hereof.
Election Under. Section 83(b) of the Code. I understand and acknowledge that if I am exercising the Option to purchase Unvested Shares (i.e., shares that remain subject to the Company’s Unvested Share Repurchase Option), that I should consult with my tax advisor regarding the advisability