Combination Stock Election definition

Combination Stock Election shall have the meaning given such term in Section 2.7(a).
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Combination Stock Election has the meaning set forth in Section 3.03(a).
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Combination Stock Election has the meaning set fort in Section 3.03.
Sample 1

Examples of Combination Stock Election in a sentence

  • A stock proration factor (the "Stock Proration Factor") shall be determined by dividing (1) the maximum number of shares of Kaweah Stock which must make a Stock Election and Combination Stock Election to equal the Maximum Stock Amount based on the Exchange Ratio by (2) the number of shares of Kaweah Stock with respect to which effective Stock Elections and Combination Stock Elections were made.


More Definitions of Combination Stock Election

Combination Stock Election shall have the meaning given such term in Section 2.7(a)."
Sample 1
Combination Stock Election. 5 1.48 "Competing Transaction" 5 1.49 "Covered Person" has the meaning set forth in Section 4.27. 5 1.50 "Delaware Secretary" 5 1.51 "Derivatives Contract" 5 1.52 "Dissenting Shares" 5 1.53 "Effective Time of the Bank Merger" 5 1.54 "Effective Time of the Holding Company Merger" 5 1.55 "Election" 5 1.56 "Election Deadline" 5 1.57 "Election Form" 5 1.58 "Election Form Record Date" 5 1.59 "Encumbrance" 6 1.60 "Environmental Regulations" 6 1.61 "ERISA" 6 1.62 "Ernst & Young" 6 1.63 "Exchange Act" 6 1.64 "Exchange Agent" 6 1.65 "Exchange Fund" has the meaning set forth in Section 2.7. 6 1.66 "FDIC" 6 1.67 "Final TI Stock Price" 6 1.68 "Financial Statements of CFHC" 6 1.69 "Financial Statements of TI" 6 1.70 "Governmental Entity" 6 1.71 "Guaranty Stock" 6 1.72 "Hazardous Materials" 7 1.73 "HOLA" 7 1.74 "Holding Company Merger" 7 1.75 "Immediate Family" 7 TABLE OF CONTENTS (cont'd) Page
Sample 1

Related to Combination Stock Election

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

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

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

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

  • Common Stock Fundamental Change means any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors of the Company) of the consideration received by holders of Common Stock consists of common stock that, for the 10 Trading Days immediately prior to such Fundamental Change, has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on Nasdaq National Market, provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Company continues to exist after the occurrence of such Fundamental Change and the outstanding Preferred Stock continues to exist as outstanding Preferred Stock, or (ii) not later than the occurrence of such Fundamental Change, the outstanding Preferred Stock is converted into or exchanged for shares of convertible preferred stock, which convertible preferred stock has powers, preferences and relative, participating optional or other rights, and qualifications, limitations and restrictions substantially similar (but no less favorable) to those of the Preferred Stock.

  • Common Stock Dividend means a stock dividend declared and paid on the Common Stock that is payable in shares of Common Stock.

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

  • Company Stock means, collectively, the Company Common Stock and the Company Preferred Stock.

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

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.

  • Exchange Election shall have the meaning specified in Section 14.12(a).

  • Common Share Equivalent shall have the meaning ascribed to it in Section 11(a)(iii) hereof.

  • Non-Stock Fundamental Change means any Fundamental Change other than a Common Stock Fundamental Change.

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

  • Qualified shares means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to count votes either knows, or under subsection 4 is notified, are held by:

  • Qualified Preferred Stock means any preferred capital stock of Holdings or Lead Borrower so long as the terms of any such preferred capital stock (x) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision prior to the 91st day after the Latest Maturity Date as of the date such Qualified Preferred Stock was issued other than (i) provisions requiring payment solely (or with provisions permitting Holdings or Lead Borrower, as applicable, to opt to make payment solely) in the form of common Equity Interests, Qualified Preferred Stock of Holdings or Lead Borrower or cash in lieu of fractional shares, as applicable, or any Equity Interests of any direct or indirect Parent Company of Holdings or Lead Borrower, as applicable, (ii) provisions requiring payment solely as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale are subject to the payment in full of all Obligations in cash (other than unasserted contingent indemnification obligations) or such payment is otherwise permitted by this Agreement (including as a result of a waiver or amendment hereunder) and (iii) with respect to preferred capital stock issued to any plan for the benefit of employees of Holdings or Lead Borrower, as applicable, or its Subsidiaries or by any such plan to such employees, provisions requiring the repurchase thereof in order to satisfy applicable statutory or regulatory obligations and (y) give Holdings or Lead Borrower the option to elect to pay such dividends or distributions on a non-cash basis or otherwise do not require the cash payment of dividends or distributions at any time that such cash payment is not permitted under this Agreement or would result in an Event of Default hereunder.

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Preferred Stock Dividends means all dividends with respect to Preferred Stock of Restricted Subsidiaries held by Persons other than the Company or a Wholly Owned Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of such Preferred Stock.

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

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

  • New Preferred Stock means the Series B-1 Preferred Stock and the Series B-2 Preferred Stock.

  • Conversion Stock means shares of Common Stock issued upon conversion of the Preferred Stock.

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

  • Dividend Parity Stock means any class or series of stock of the Corporation that ranks on a parity with the Series E in the payment of current dividends, including the Series A, the Series B, the Series C and the Series D.

  • Common Shares means the common shares in the capital of the Corporation;