Remaining Stock Election Cash Amount definition

Remaining Stock Election Cash Amount shall be equal to the Maximum Cash Amount minus the amount of cash payable pursuant to Standard Elections, Deemed Standard Elections and Cash Elections. (d) In the event that the aggregate amount of cash payable pursuant to Cash Elections received by the Exchange Agent exceeds the Maximum Cash Amount minus the aggregate amount of cash payable pursuant to Standard Elections and Deemed Standard Elections (such difference, the "Remaining Cash"), each holder making a Cash Election shall receive, for each share of Company Common Stock held by such holder, (x) cash in an amount equal to the quotient obtained by dividing the (i) Remaining Cash by (ii) the aggregate number of shares of Company Common Stock held by holders making Cash Elections (the "Cash Election Company Shares"), plus (y) a number of shares of Purchaser Common Stock equal to the quotient obtained by dividing (iii) the Remaining Cash Election Purchaser Shares (as defined below) by (iv) the Cash Election Company Shares. The "Remaining Cash Election Purchaser Shares" shall be the number of shares of Purchaser Common Stock equal to the Maximum Number of Purchaser Shares minus the number of shares of Purchaser Common Stock issuable pursuant to Standard Elections, Deemed Standard Elections and Stock Elections (including any fractional shares of Purchaser Common Stock for which a cash adjustment shall be paid pursuant to Section 2.5(c) in respect of such Standard Elections, Deemed Standard Elections and Stock Elections). 2.5
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Remaining Stock Election Cash Amount shall be equal to the Maximum Cash Amount minus the amount of cash payable pursuant to Standard Elections, and Cash Elections. Recapitalization. In connection with, and immediately prior to, the consummation of the Merger, APY will issue one share of APY Class B Common Stock as authorized by the Charter Amendment (as defined below) to SMA in exchange for each share of APY Common Stock then held by SMA. See "The Merger Transactions--The Merger Agreement--Recapitalization." Conditions to the Merger. The obligations of AFC and APY to consummate the Merger are subject to the fulfillment of various conditions, including, among others: (i) the effectiveness of the Registration Statement and the absence of any stop order suspending the effectiveness thereof and no proceeding for that purpose having 6
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Remaining Stock Election Cash Amount shall be equal to the Maximum Cash Amount minus the sum of (i) the aggregate amount of cash payable pursuant to, or with respect to, Standard Elections, Deemed Standard Elections, Cash Elections, Dissenting Shares and fractional shares and (ii) the aggregate amount of consideration transferred by Parent in acquiring the Parent Shares (as defined below). "Parent Shares" means any and all shares of Company Common Stock that are (i) owned by Parent or USF&G and (ii) canceled and retired at the Effective Time pursuant to Section 2.1(b). For purposes of this paragraph and the following paragraph, the aggregate amount of cash payable with respect to Dissenting Shares shall be deemed to be the product of (x) the number of Dissenting Shares times (y) the sum of (i) the Standard Cash Consideration and (ii) the product of the Standard Exchange Ratio times the Average Stock Price.
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Examples of Remaining Stock Election Cash Amount in a sentence

  • In that event, a holder who has made a Stock Election shall receive, for each share of Allmerica P&C Common held by such holder (the "Stock Election APY Shares"), (x) a number of shares of AFC Common Stock equal to the quotient obtained by dividing (i) the Remaining Shares by (ii) the Stock Election APY Shares and (y) cash in an amount equal to the quotient obtained by dividing (iii) the Remaining Stock Election Cash Amount (as defined below) by (iv) the Stock Election APY Shares.

  • The Chairman will meet with the CEO to discuss the Committee’s evaluation.

  • The last two sentences of Subsection (c) of Section 2.3 of the Merger Agreement are hereby deleted and amended in their entirety to read as follows: The "Remaining Stock Election Cash Amount" shall be equal to the Maximum Cash Amount minus the aggregate amount of cash payable pursuant to, or with respect to, Standard Elections, Deemed Standard Elections, Cash Elections, Dissenting Shares, Parent Shares (as defined below) and fractional shares.


More Definitions of Remaining Stock Election Cash Amount

Remaining Stock Election Cash Amount shall be equal to the Maximum Cash Amount minus the amount of cash payable pursuant to Standard Elections, and Cash Elections. Recapitalization. In connection with, and immediately prior to, the consummation of the Merger, APY will issue one share of APY Class B Common Stock as authorized by the Charter Amendment (as defined below) to SMA in exchange for each share of APY Common Stock then held by SMA. See "The Merger Transactions--The Merger Agreement--Recapitalization." Conditions to the Merger. The obligations of AFC and APY to consummate the Merger are subject to the fulfillment of various conditions, including, among others: (i) the effectiveness of the Registration Statement and the absence of any stop order suspending the effectiveness thereof and no proceeding for that purpose having been initiated by the Commission; (ii) consummation of the Recapitalization; (iii) receipt of all requisite orders and approvals of insurance regulatory authorities; (iv) listing of the shares of AFC Common Stock to be issued to APY stockholders on the NYSE, subject only to official notice of issuance; and (v) the receipt of fairness opinions from the financial advisors to AFC and APY, respectively, which have not been withdrawn as of the Effective Time. See "The Merger Transactions--Conditions to the Merger." Termination of the Merger Agreement. The Merger Agreement is subject to termination at the option of either AFC or APY (with the consent of the Special Committee of the Board of Directors of APY (the "Special Committee")) if the Merger is not consummated on or before September 30, 1997, and prior to such time by the mutual consent of AFC, Merger Sub and APY (with the consent of the Special Committee), or upon the occurrence of certain events. The Merger Agreement may be terminated by APY (with the consent of the Special Committee) at any time prior to the Effective Time, if prior to the Effective Time, (i) the Board of Directors of APY (the "APY Board") determines in good faith, based on the advice of counsel, that the failure to terminate the Merger Agreement would likely be a breach of their fiduciary duties, by reason of a proposal with respect to a merger, acquisition or similar transaction involving the purchase of the stock or assets of APY (an "Alternative Proposal") being made; (ii) there has been a material breach by AFC of any of the covenants or agreements in the Merger Agreement that is not curable or cured within 30 days after written notice of the b...
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Remaining Stock Election Cash Amount shall be equal to the Maximum Cash Amount minus the amount of cash payable pursuant to Standard Elections, Deemed Standard Elections and Cash Elections.
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Remaining Stock Election Cash Amount shall be equal to the Maximum Cash Amount minus the sum of (i) the aggregate amount of cash payable pursuant to, or with respect to, Standard Elections, Deemed Standard Elections, Cash Elections, Dissenting Shares and fractional shares and (ii) the aggregate amount of consideration transferred by Parent in acquiring the Parent Shares (as defined below). "PARENT SHARES" means any and all shares of Company Common Stock that are (i) owned by Parent or USF&G and (ii) canceled and retired at the Effective Time pursuant to Section 2.1(b). For purposes of this paragraph and the following paragraph, the aggregate amount of cash payable with respect to Dissenting Shares shall be deemed to be the product of (x) the number of Dissenting Shares times (y) the sum of (i) the Standard Cash Consideration and (ii) the product of the Standard Exchange Ratio times the Average Stock Price. (d) In the event that the aggregate amount of cash payable pursuant to Cash Elections received by the Exchange Agent exceeds the Maximum Cash Amount minus the sum of (i) the aggregate amount of cash payable pursuant to Standard Elections and Deemed Standard Elections, (ii) the aggregate amount of cash payable with respect to the Dissenting Shares and fractional shares and (iii) the aggregate amount of consideration transferred by Parent in acquiring the Parent Shares (such difference, the "REMAINING CASH"), each holder making a Cash Election shall receive, for each share of Company Common Stock held by such holder, (x) cash in 6
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Related to Remaining Stock Election Cash Amount

  • Cash Election Amount means the product of the number of Cash Election Shares multiplied by the Cash Election Consideration.

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

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

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Cash Payment has the meaning set forth in Section 2.03(b)(iii) below.

  • 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.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

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

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

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

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

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

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

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • CVR Payment Amount has the meaning set forth in Section 2.4(a).

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

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

  • Excess Cash Payment Date means the date occurring 95 days after the last day of each Fiscal Year of Holdings (commencing with the Fiscal Year of Holdings ended December 31, 2010).

  • Cash Settlement Amount means, in respect of every Board Lot, an amount calculated by the Issuer in accordance with the following formula (and, if appropriate, either (I) converted (if applicable) into the Settlement Currency at the Exchange Rate or, as the case may be, (II) converted into the Interim Currency at the First Exchange Rate and then (if applicable) converted into Settlement Currency at the Second Exchange Rate):

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”

  • Net Share Settlement Amount For any Settlement Date, an amount equal to the product of (i) the number of Warrants exercised or deemed exercised on the relevant Exercise Date, (ii) the Strike Price Differential for the relevant Valuation Date and (iii) the Warrant Entitlement.

  • Current Class B Interest Distribution Amount As to any Distribution Date, the amount distributed in respect of the Classes of Class B Certificates pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and twentieth of Section 4.01(a) on such Distribution Date.

  • Available Distribution Amount As to any Distribution Date and, with respect to any Mortgage Pool comprised of two or more Loan Groups, each Loan Group, an amount equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit in the Custodial Account as of the close of business on the immediately preceding Determination Date, including any Subsequent Recoveries, and amounts deposited in the Custodial Account in connection with the substitution of Qualified Substitute Mortgage Loans, (ii) the amount of any Advance made on the immediately preceding Certificate Account Deposit Date, (iii) any amount deposited in the Certificate Account on the related Certificate Account Deposit Date pursuant to the second paragraph of Section 3.12(a), (iv) any amount deposited in the Certificate Account pursuant to Section 4.07, (v) any amount that the Master Servicer is not permitted to withdraw from the Custodial Account or the Certificate Account pursuant to Section 3.16(e), (vi) any amount received by the Trustee pursuant to the Surety Bond in respect of such Distribution Date and (vii) the proceeds of any Pledged Assets received by the Master Servicer, reduced by (b) the sum as of the close of business on the immediately preceding Determination Date of (w) aggregate Foreclosure Profits, (x) the Amount Held for Future Distribution, and (y) amounts permitted to be withdrawn by the Master Servicer from the Custodial Account in respect of the Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a). Such amount shall be determined separately for each Loan Group. Additionally, with respect to any Mortgage Pool that is comprised of two or more Loan Groups, if on any Distribution Date Compensating Interest provided pursuant to this Section 3.16(e) is less than Prepayment Interest Shortfalls incurred on the Mortgage Loans in connection with Principal Prepayments in Full and Curtailments made in the prior calendar month, such Compensating Interest shall be allocated on such Distribution Date to the Available Distribution Amount for each Loan Group on a pro rata basis in accordance with the respective amounts of such Prepayment Interest Shortfalls incurred on the Mortgage Loans in such Loan Group in respect of such Distribution Date.

  • Pool Distribution Amount As to any Distribution Date and Loan Group, the excess of (a) the sum of (i) the aggregate of (A) the interest portion of any Monthly Payment on a Mortgage Loan in such Loan Group (net of the Servicing Fee) and the principal portion of any Monthly Payment on a Mortgage Loan in such Loan Group due on the Due Date in the month in which such Distribution Date occurs and which is received prior to the related Determination Date (or in the case of any Monthly Covered Amount, the related Remittance Date) and (B) all Periodic Advances and payments of Compensating Interest made by the Servicer in respect of such Loan Group and Distribution Date deposited to the Servicer Custodial Account pursuant to Section 3.08(b)(vii); (ii) all Liquidation Proceeds received on the Mortgage Loans in such Loan Group during the preceding calendar month and deposited to the Servicer Custodial Account pursuant to Section 3.08(b)(iii); (iii) all Principal Prepayments (other than Total Covered Amounts) received on the Mortgage Loans in such Loan Group during the month preceding the month of such Distribution Date and deposited to the Servicer Custodial Account pursuant to Section 3.08(b)(i) during such period and all Total Covered Amounts received and deposited in the Servicer Custodial Account by the related Remittance Date; (iv) in connection with Defective Mortgage Loans in such Loan Group or Converted Mortgage Loans, as applicable, the aggregate of the Repurchase Prices and Substitution Adjustment Amounts deposited on the related Remittance Date pursuant to Section 3.08(b)(vi); (v) any other amounts in the Servicer Custodial Account deposited therein pursuant to Sections 3.08(b)(iv), (v) and (ix) in respect of such Distribution Date and such Loan Group; (vi) any Reimbursement Amount required to be included pursuant to Section 5.02(a) and (vii) any Recovery with respect to such Distribution Date over (b) any (i) amounts permitted to be withdrawn from the Servicer Custodial Account pursuant to clauses (i) through (vii), inclusive, of Section 3.11(a) in respect of such Loan Group and (ii) amounts permitted to be withdrawn from the Certificate Account pursuant to clauses (i) and (ii) of Section 3.11(b) in respect of such Loan Group.