Cash Election Consideration definition

Cash Election Consideration shall have the meaning set forth in Section 3.1.3 hereof.
Sample 1Sample 2Sample 3
Cash Election Consideration has the meaning set forth in Section 2.1(c)(ii).
Sample 1Sample 2
Cash Election Consideration shall have the meaning set forth in Section 1.5(a)(ii)(A).
Sample 1Sample 2Sample 3

Examples of Cash Election Consideration in a sentence

  • If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right after the Election Deadline, each share of such holder's Company Common Stock shall thereupon be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without any interest thereon, the Stock Election Consideration or the Cash Election Consideration or a combination thereof as determined by Parent in its sole discretion.

  • Each record holder of Partnership Units shall have the right to submit an Election Form prior to the Election Deadline (as defined herein) specifying (an “Election”) the number of Partnership Units, if any, held by such person that such person desires to have converted into the right to receive (i) the Cash Election Consideration (a “Cash Election”), (ii) the Stock Election Consideration (a “Stock Election”) or (iii) the Opco Election Consideration (an “Opco Election”).

  • If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right, each share of such holder's Company Common Stock shall thereupon be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without any interest thereon, the Stock Election Consideration or the Cash Election Consideration or a combination thereof as determined by Parent in its sole discretion.

  • For the purposes of this Agreement, “No Election Unit” means each Common Unit for which no election to receive Per Unit Mixed Consideration, Per Unit Cash Election Consideration or Per Unit Stock Consideration has been properly made and received in accordance with the terms of this Section 2.3. For the avoidance of doubt, for purposes of this Section 2.3, references to Common Units shall include, or be deemed to include, Restricted Units.

  • Each Election Form shall permit the holder (or the beneficial owner through customary documentation and instructions) to specify (i) the number of shares of Company Common Stock with respect to which such holder elects to receive the Stock Election Consideration, (ii) the number of shares of Company Common Stock with respect to which such holder elects to receive the Cash Election Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company Common Stock.

  • I realize that an infringement of these principles which would amount to either an attempt of deception or deceit will lead to the institution of proceedings against myself.22.10.18Date Signature 7.

  • If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right after the Election Deadline, each share of such holder’s Company Common Stock shall thereupon be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without any interest thereon, the Stock Election Consideration or the Cash Election Consideration, or a combination thereof, as determined by Newco, in its sole discretion.

  • You will not receive the Stock Election Consideration and a Fractional Share Check (if applicable) or Cash Election Consideration Check unless and until you deliver this Letter of Transmittal, properly completed and duly executed, to the Exchange Agent, together with the certificate(s) evidencing your shares of HomeFed common stock and any required accompanying evidences of authority.

  • Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been properly made and not revoked pursuant to Section 2.03 (each, a “Stock Electing Share”) shall be converted into the right to receive a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Stock Election Consideration” and, together with the Cash Election Consideration, the “Merger Consideration”).

  • On the Closing Date, Mercury or New Holdco shall deposit or cause to be deposited, with the Exchange Agent, for the benefit of the holders of Xxxxx Certificates and Xxxxx Book-Entry Securities, (i) shares of New Holdco Voting Common Stock sufficient in order for the Exchange Agent to distribute the Stock Election Consideration, and (ii) an amount of cash sufficient in order for the Exchange Agent to distribute the Cash Election Consideration.


More Definitions of Cash Election Consideration

Cash Election Consideration. Section 2.1(a)
Sample 1Sample 2Sample 3
Cash Election Consideration means either (A) if the Unprorated Aggregate Share Consideration is equal to or greater than the Aggregate Share Consideration, an amount of cash equal to $66.00 (the Default Cash Election Amount), or (B) if the Unprorated Aggregate Share Consideration is less than the Aggregate Share Consideration, (1) an amount of cash equal to the sum of (x) the Standard Cash Amount and (y) the Cash Oversubscription Amount, and (2) a number of validly issued, fully paid and non-assessable Parent Common Shares equal to the difference between (I) the Standard Exchange Ratio and (II) the quotient obtained by dividing the Cash Oversubscription Amount by the Parent Share Price; and
Sample 1Sample 2
Cash Election Consideration means $0.0000001.
Sample 1
Cash Election Consideration means an amount in cash equal to (a) the Exchange Ratio multiplied by $10.00 minus (b) the exercise price applicable to the share of Owlet capital stock underlying such Cash Elected Option.
Sample 1
Cash Election Consideration means the cash payable to ITI stockholders and holders of stock options pursuant to the Merger Agreement.
Sample 1

Related to Cash Election Consideration

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Cash Election shall have the meaning set forth in Section 3.2.2.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Cash Election Shares shall have the meaning set forth in Section 3.2.1.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Non-Cash Consideration means consideration in a form other than cash.

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Borrower or any Restricted Subsidiary in connection with an Asset Sale that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

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

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Base Consideration has the meaning set forth in Section 1.2.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Stock Election shall have the meaning set forth in Section 3.2.2.

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.