Full Cash Alternative definition

Full Cash Alternative means the alternative whereby eligible Cambian Shareholders may elect, subject to having submitted a valid Form of Election, to receive cash instead of the cash and the New CareTech Shares to which they would otherwise be entitled to receive under the Scheme in accordance with the Headline Offer, as described in, and subject to the terms of paragraph 6 of this Announcement
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Examples of Full Cash Alternative in a sentence

  • Cambian Shareholders may elect to receive the Full Cash Alternative in respect of any or all of their Cambian Shares.

  • In connection with the financing of the cash consideration payable under the terms of the Transaction (including the cash consideration payable in respect of the Full Cash Alternative) and the refinancing of its existing banking facilities, CareTech has entered into new banking facilities with Lloyds Bank plc and National Westminster Bank Plc as mandated lead arrangers and with Lloyds Bank plc and NatWest Markets plc as bookrunners and underwriters.

  • The Full Cash Alternative values the entire issued and to be issued ordinary share capital of Cambian on a fully diluted basis at approximately £354 million and approximately £271 million on an enterprise value basis.

  • The Full Cash Alternative represents a premium of approximately: (a) 28 per cent.

  • At this level, the Cambian Board believes that the Full Cash Alternative will provide Cambian Shareholders with the opportunity to receive an immediate and certain amount in cash that would otherwise be unlocked over time as Cambian executes its strategy and realises its longer-term growth and margin expansion prospects, subject always to execution risks.

  • Under the terms of the Transaction, which will be on the terms and subject to the Conditions set out below and in Appendix 1 to this Announcement, and to be set out in the Scheme Document, Forms of Proxy and Form of Election, Cambian Shareholders will be entitled to receive the consideration pursuant to the Headline Offer or elect to receive the Full Cash Alternative in respect of any or all of their Cambian Shares.

  • All elections under the Full Cash Alternative will be satisfied in full.

  • The Full Cash Alternative is conditional upon the Scheme becoming Effective.

  • As an alternative, participants holding options in the LTIP will be offered the opportunity to receive an amount equal to the Full Cash Alternative per vested Cambian Share in respect of 50 per cent.

  • The Cambian Directors, who have been so advised by Rothschild, Investec and J.P. Morgan Cazenove as to the financial terms of the Transaction, consider the terms of the Transaction (comprising the Headline Offer with the option of electing for the Full Cash Alternative) to be fair and reasonable.

Related to Full Cash Alternative

  • Share Termination Alternative If applicable, Dealer shall deliver to Counterparty the Share Termination Delivery Property on, or within a commercially reasonable period of time after, the date when the relevant Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) and 6(e) of the Agreement, as applicable, in satisfaction of such Payment Obligation in the manner reasonably requested by Counterparty free of payment. Share Termination Delivery Property: A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.

  • Alternative The provisions of Paragraph 4 will apply.

  • Solar alternative compliance payment or "SACP" means a

  • alternative fuels means fuels or power sources which serve, at least partly, as a substitute for fossil oil sources in the energy supply to transport and which have the potential to contribute to its decarbonisation and enhance the environmental performance of the transport sector, including:

  • Least restrictive alternative means the treatment and conditions of treatment which, separately and in combination, are no more intrusive or restrictive of freedom than reasonably necessary to achieve a substantial therapeutic benefit to the minor, or to protect the minor or others from physical injury;

  • Alternative program means a non-disciplinary monitoring or practice remediation process approved by a physical therapy licensing board. This includes, but is not limited to, substance abuse issues.

  • Alternative living arrangement means a structure in which households live in distinct bedrooms, yet share kitchen and plumbing facilities, central heat and common areas. Alternative living arrangements include, but are not limited to: transitional facilities for the homeless; Class A, B, C, D and E boarding homes as regulated by the State of New Jersey Department of Community Affairs; residential health care facilities as regulated by the New Jersey Department of Health; group homes for the developmentally disabled and mentally ill as licensed and/or regulated by the New Jersey Department of Human Services; and congregate living arrangements.

  • alternative plan means a group RRSP, including the BCTF Plan, which was entered into prior to the coming into force of this Article, and which is still in effect as of that date.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Alternative Diesel Fuel means any fuel used in a CI engine that is not commonly or commercially known, sold, or represented by the supplier as diesel fuel No. 1-D or No. 2-D, pursuant to the specifications in ASTM D975-81, “Standard Specification for Diesel Fuel Oils,” as modified in May 1982, which is incorporated herein by reference, or an alternative fuel, and does not require engine or fuel system modifications for the engine to operate, although minor modifications (e.g., recalibration of the engine fuel control) may enhance performance. Examples of alternative diesel fuels include, but are not limited to, biodiesel that does not meet the definition of CARB diesel fuel; Fischer-Tropsch fuels; emulsions of water in diesel fuel; and fuels with a fuel additive, unless:

  • Umbrella Cash Account means (a) a cash account designated in a particular currency opened

  • Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.

  • Alternative fuel means natural gas, propane, ethanol, methanol, gasoline (when used in hybrid electric mobile cargo handling equipment only), hydrogen, electricity, fuel cells, or advanced technologies that do not rely on diesel fuel. "Alternative fuel" also means any of these fuels used in combination with each other or in combination with other non-diesel fuel.

  • Alternative method means any method of sampling and analyzing for an air pollutant that is not a reference or equivalent method but that has been demonstrated to the satisfaction of the commissioner and the U.S. EPA to, in specific cases, produce results adequate for a determination of compliance.

  • Alternative school means an environment established apart from the regular educational program and that includes policies and rules, staff, and resources designed to accommodate student needs and to provide a comprehensive education consistent with the student learning goals and content standards established by the school district or by the school districts participating in a consortium. Students attend by choice.

  • Alternative Investment Vehicle means an entity created in accordance with the Operative Documents of a Borrower to make investments and that has the right to call on Capital Commitments directly from Investors.

  • Alternative Stock Exchange means at any time, in the case of the Ordinary Shares, if they are not at that time listed and traded on the ASX, the principal stock exchange or securities market on which the Ordinary Shares are then listed or quoted or dealt in;

  • Alternate Transaction shall have the meaning assigned to such term in Section 6.7(iii) hereof.

  • Alternative Payment Mechanism means, with respect to any securities or combination of securities (together in this definition, “such securities”), provisions in the related transaction documents requiring the Corporation to issue (or use commercially reasonable efforts to issue) one or more types of APM Qualifying Securities raising eligible proceeds at least equal to the deferred Distributions on such securities and apply the proceeds to pay unpaid Distributions on such securities, commencing on the earlier of (x) the first Distribution Date after commencement of a deferral period on which the Corporation pays current Distributions on such securities and (y) the fifth anniversary of the commencement of such deferral period, and that

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • Aggregate Industry Equivalent Unit Score is then calculated for each S&P Industry Classification, shown on Schedule 2, and is equal to the sum of the Equivalent Unit Scores for each issuer in such industry classification group.

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Approved Source means Cisco or a Cisco authorized reseller, distributor or systems integrator.

  • alternative maximum council tax reduction means the amount determined in accordance with paragraph 31 and Schedule 4;

  • the Scottish Infected Blood Support Scheme means the scheme of that name administered by the Common Services Agency (constituted under section 10 of the National Health Service (Scotland) Act 1978(b));