Proration Requirements Sample Clauses

Proration Requirements. Notwithstanding anything in this Agreement to the contrary, the number of shares of Seller Common Stock (the “Total Stock Election Number”) to be converted into the right to receive Stock Consideration in the Merger shall be equal to (i) 50 percent of the sum of (1) number of issued and outstanding shares of Seller Common Stock immediately prior to the Effective Time, and (2) the number of shares of Seller Common Stock issuable upon the exercise of Seller Stock Options or other Rights outstanding immediately prior to the Effective Time. The number of shares of Seller Common Stock to be converted into the right to receive Cash Consideration in the Merger (the “Total Cash Number”) shall be equal to (i) the sum of (1) the number of issued and outstanding shares of Seller Common Stock immediately prior to the Effective Time, and (2) the number of shares of Seller Common Stock issuable upon the exercise of Seller Stock Options or other Rights outstanding immediately prior to the Effective Time, less (ii) the sum of (A) the Total Stock Election Number, and (B) the number of Dissenting Shares, if any; provided, however, that, in the event that the Electing Number shall be less than the Total Stock Election Number, the Company may, in its sole discretion, increase the Total Cash Number by an amount up to (but not to exceed) the amount of any such difference; provided further, however, that the Company shall not increase the Total Cash Number by an amount that would prevent either the tax opinion referred to in Section 7.02(c) or the tax opinion referred to in Section 7.03(c) from being rendered because the counsel charged with providing such opinion reasonably determines that, as a result of such increase in the Total Cash Number, the Merger may not satisfy the continuity of interest requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Code. To the extent the Company exercises its right to increase the amount of the Total Cash Number as described in this Section 3.03(a), the Parties acknowledge and agree that such increased amount shall be deemed the “Total Cash Number” as used in this Section 3.03, and the amount of the Total Stock Election Number shall be correspondingly decreased and the resulting decreased amount of the Total Stock Election Number shall be deemed the “Total Stock Election Number” as used in this Section 3.03.
Sample 1
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Proration Requirements. Notwithstanding anything in this Agreement to the contrary, the maximum number of shares of Bank Common Stock (the “Maximum Cash Election Number”) to be converted into the right to receive Cash Consideration in the Merger shall be no greater than 50 percent of the number of issued and outstanding shares of Bank Common Stock immediately prior to the Effective Time, provided, however, that Acquiror may, in its sole discretion, decrease the amount of the Maximum Cash Election Number to such number of shares of Bank Common Stock as Acquiror reasonably determines, after consultation with Bank and tax counsel to Acquiror and Bank, shall be necessary to permit the delivery of the tax opinions referred to in Section 7.02(c) and Section 7.03(c) of the Reorganization Agreement.
Sample 1
Proration Requirements. Notwithstanding anything in this Agreement to the contrary, the number of shares of Company Common Stock (the "Maximum Cash Election Number") to be converted into the right to receive Cash Consideration in the Merger shall be equal to (i) 30 percent of the number of issued and outstanding shares of Company Common Stock immediately prior to the Effective Time less (ii) the number of Dissenting Shares, if any. The number of shares of Company Common Stock to be converted into the right to receive Stock Consideration in the Merger (the "Maximum Stock Number") shall be equal to (i) the number of issued and outstanding shares of Company Common Stock immediately prior to the Effective Time less (ii) the sum of (A) the Maximum Cash Election Number and (B) the number of Dissenting Shares, if any.
Sample 1
Proration Requirements. Notwithstanding anything in this Agreement to the contrary, the aggregate amount of cash that shall be paid in exchange for outstanding shares of Company Series A Preferred Stock (the “Maximum Cash Amount”) shall be equal to fifty percent of the dollar value of the sum of all cash and Parent Common Stock (the value of each share of Parent Common Stock for such purpose shall be the closing price of a share of Parent Common Stock as reported by the New York Stock Exchange on the day before the Effective Time) to be issued in exchange for outstanding shares of Company Common Stock and Company Series A Preferred Stock (but not Company Options or Company Warrants).
Sample 1

Related to Proration Requirements

  • Notification Requirements The Borrowers shall timely give to the Agent and each of the Lenders the following notices:

  • Construction Requirements a) All Life and Safety and applicable Building Codes will be strictly enforced (i.e., tempered glass, fire dampers, exit signs, smoke detectors, alarms, etc.). Prior coordination with the Building Manager is required.

  • Assumption Requirements Any Assumption permitted under this Agreement shall be performed in accordance with Prudent Servicing Practices. In connection with an Assumption of an assumable Mortgage Loan, the Servicer shall process such Assumption as provided for in the Mortgage Note or the Mortgage Note Assumption Rider and shall verify that:

  • Notification Requirement Through and up to the conclusion of the Non-Competition Period, Executive shall give notice to the Company of each new business activity he plans to undertake, at least seven (7) days prior to beginning any such activity. Such notice shall state the name and address of the Person for whom such activity is undertaken and the nature of Executive’s business relationship(s) and position(s) with such Person.

  • Distribution Requirements Subject to the Alternative Election or Spouse Beneficiary provisions below,

  • Information Requirements (a) The Company covenants that, if at any time before the end of the Effectiveness Period the Company is not subject to the reporting requirements of the Exchange Act, it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request in writing (including, without limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Company's most recent report filed pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under any section of the Exchange Act.

  • Satisfaction Requirement If any agreement, certificate or other writing, or any action taken or to be taken, is by the terms of this Agreement required to be satisfactory to any Purchaser, to any holder of Notes or to the Required Holder(s), the determination of such satisfaction shall be made by such Purchaser, such holder or the Required Holder(s), as the case may be, in the sole and exclusive judgment (exercised in good faith) of the Person or Persons making such determination.

  • Certain Requirements All Substitute Properties shall comply with this Section 2.3.5. To qualify as a Substitute Property, a property must, as of the Substitution Date (in addition to the other criteria set forth in this Section 2.3.5):

  • Margin Requirements The Units are not "margin securities" under the regulations of the Board of Governors of the Federal Reserve System and, accordingly, those regulations generally are not applicable to the Offer.

  • Amortization Requirement The amortization of each Mortgage Loan must reduce to zero, or as to Balloon Loans, the respective Balloon Amount, at the end of the Mortgage Loan term through the application of regular monthly payments. Capitalization of interest is not permitted, except as provided by the terms of any Mortgage Loan that provides for negative amortization.

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