Electing Shares Sample Clauses

Electing Shares. Subject to Sections 2.01(a), (f) and (g), each Share with respect to which a Form of Election to receive cash has been properly made and not revoked pursuant to Section 2.01(e) will, at the Effective Time, be converted into, and the holder thereof will be entitled to receive therefor, $26.00 in cash (the "Maximum Cash Consideration Per Share"). The cash consideration payable with respect to each Electing Share is hereinafter referred to as the "Cash Consideration," and each Share with respect to which an election to be converted into cash is duly made as herein provided is herein referred to as an "Electing Share."
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Electing Shares. The undersigned (the “Electing Person”) hereby agrees to make, and to cause the Record Owners (as defined below) to make, one or more Elections on or before the Election Deadline in order to convert at least 1,700,000 Shares (which may, at his election, include Net Electing Option Shares, it being understood that for purposes of this Election Agreement, the amount of Net Electing Option Shares deemed to be included in the Electing Shares shall be calculated without giving effect to any provision for, or payment of, Taxes) in the aggregate (the “Electing Shares”) into the right to receive shares of Parent Common Stock pursuant to Article II of the Merger Agreement and to take all necessary actions to convert such Electing Shares into Parent Common Stock in accordance with Article II of the Merger Agreement. The Electing Person agrees that, notwithstanding Section 2.02 of the Merger Agreement, his obligation to make, and to cause the Record Owners to make, an Election with respect to the Electing Shares owned by it is irrevocable. The conversion of the Electing Shares into Parent Common Stock will be effected pursuant to and in accordance with the terms of the Merger Agreement. Each of the parties hereto acknowledges that the number of Electing Shares actually converted into Parent Common Stock pursuant to the terms of the Merger Agreement may be subject to proration in the manner set forth in Section 2.03 of the Merger Agreement. The shares of Parent Common Stock actually received by any of the Record Owners pursuant to an Election are hereinafter referred to as “Resulting Parent Shares”. In the event that, prior to the Election Deadline, the Electing Person enters into an agreement with Parent providing for the rollover of any Company Stock Option held by the Electing Person, the number of Electing Shares will be reduced by the number of shares subject to such Company Stock Option, calculated assuming a net settlement (without giving effect to any provision for, or payment of, Taxes) using shares underlying such Company Stock Option to satisfy the exercise price therefor.
Sample 1
Electing Shares. Section 1.8(b) Election Date....................................................Section 1.9(c) Eligible Institution.............................................Section 1.9(c) ERISA.........................................................Section 3.1(m)(i) Excess Shares....................................................Section 2.3(b) Exchange Act................................................Section 3.1(c)(iii) Exchange Agent...................................................Section 1.9(b) Exchange Fund.......................................................Section 2.1 Expenses............................................................Section 5.6 Facility.........................................................Section 3.2(h) FCC.........................................................Section 3.1(c)(iii) FCC Consents.....................................................Section 6.1(c) FCC Licenses.....................................................Section 3.1(f) Form of Election.................................................Section 1.9(c) Form S-4....................................................Section 3.1(c)(iii) Funding..........................................................Section 6.3(d) GAAP..........................................................Section 3.1(a)(i) General Partner Licensees........................................Section 3.1(f) Governmental Entity.........................................Section 3.1(c)(iii) Guaranty.....................................................Section 3.1(b)(vi) HSR Act.....................................................Section 3.1(c)(iii) IRS...........................................................Section 3.1(m)(i) Letters of Transmittal..........................................Section 2.12(b) Liens........................................................Section 3.1(b)(ii) Limited Partner Licensees........................................Section 3.1(f) Managed Affiliates...............................................Section 3.1(f) Material Adverse Change............................................Section 8.10 Material Adverse Effect............................................Section 8.10 Merger.................................................................
Sample 1
Electing Shares. Subject to Sections 3.01(f) and (g) hereof, each Share outstanding immediately prior to the Effective Time with respect to which a Form of Election to receive cash has been properly made and not revoked pursuant to Section 3.01(e) (other than Shares to be cancelled in accordance with Section 3.01(b)) will, at the Effective Time, be converted into, and holders thereof will be entitled to receive therefor, $58.00 in cash (the "Cash Election Price") (such shares with respect to which an election to be converted into cash is duly filed being hereinafter referred to as "Electing Shares").
Sample 1
Electing Shares. Subject to Sections 2.01(a), (f) and (g), each --------------- Share with respect to which a Form of Election to receive cash has been properly made and not revoked pursuant to Section 2.01(e) will, at the Effective Time, be converted into, and the holder thereof will be entitled to receive therefor, $37.50 in cash (the "Maximum Cash Consideration Per Share"). The cash consideration payable with respect to each Electing Share and, to the extent applicable pursuant to Section 2.01(h), each Non-Electing Share is hereinafter referred to as "Cash Consideration," and each Share with respect to which an election to be converted into cash is duly made as herein provided is herein referred to as an "Electing Share."
Sample 1
Electing Shares. At the Effective Time, on the terms and subject to the conditions hereinafter set forth in Article IX, each Electing Share shall, by virtue of the Merger and the election made with respect thereto, cease to be outstanding, be canceled and retired and be converted into cash in an amount equal to $81.2387 without interest thereon at any time (the "Cash Value per Share").
Sample 1
Electing Shares. Section 4.1(a) Exchange Agent............................................... Section 4.2(a) Exchange Rate Period ........................................ Section 4.1(a) Exchange Ratio............................................... Section 4.1(a) Form of Election............................................. Section 5.2
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Related to Electing Shares

  • Shares The term “

  • Shares of Dissenting Shareholders Each issued and outstanding share of Company Stock held by a Dissenting Stockholder, if any, shall not be exchanged and converted as described in Article II, Section 1(c) hereof but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the Delaware Statute; provided, however, that each share of Company Stock issued and outstanding at the Effective Time and held by a Dissenting Stockholder who or which shall, after the Effective Time, withdraw his or its demand for appraisal or lose or fail to perfect his or its right of appraisal as provided in the Delaware Statute shall be deemed, as of the Effective Time, to be exchanged and converted into Parent Preferred Stock as provided in Article II, Section 2(d), without interest. After the Effective Time, as provided in Section 262 of the Delaware Statute, no Dissenting Stockholder will be entitled to vote the shares of Company Common Stock subject to such Dissenting Stockholder's demand for appraisal for any purpose or be entitled to the payment of dividends or other distributions on such shares. The Company shall give Parent prompt notice of any demands received by the Company for fair value of such Company Stock, and Parent shall have the right to participate in all the negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment (except to the extent that any such payment is pursuant to a court order) with respect to, or settle or offer to settle, any such demands.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • New Shares Stockholder agrees that any shares of Company Capital Stock that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date (“New Shares”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Common Shares 4 Company...................................................................................... 4

  • Equity Shares Transferable shares of beneficial interest of the Corporation of any class or series, including common shares or preferred shares.

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

  • Tender of Shares (a) Stockholder hereby agrees to validly tender or cause to be tendered to Purchaser pursuant to and in accordance with the terms of the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 under the Exchange Act, the number of outstanding shares of Company Common Stock Beneficially Owned by it as set forth on the signature page hereto (the “Existing Shares”), and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at any time (except following the termination or expiration of the Offer without Purchaser purchasing all shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms). If Stockholder acquires Beneficial Ownership of any outstanding shares of Company Common Stock after the date hereof and prior to the termination of this Agreement, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise (together with the Existing Shares, the “Shares”), Stockholder shall validly tender such Shares or cause such Shares to be tendered to Purchaser pursuant to and in accordance with the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth business day after such acquisition, but in any event prior to the expiration date of the Offer, and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with the provisions of this Agreement). Stockholder shall not withdraw any Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly tendered in the Offer and not withdrawn. Notwithstanding the foregoing, a Stockholder may decline to tender, or may withdraw, any and all of Stockholder’s Shares if, without the consent of Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price for the Shares in the Offer, (ii) reduce the number of shares of Company Common Stock subject to the Offer, (iii) change the form of consideration payable in the Offer, (iv) change the “Minimum Condition,” which requires the tender of 35% of the fully diluted shares of Company Common Stock, or (v) amend or modify any term or condition of the Offer in a manner adverse to Stockholder (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal of its Shares pursuant to the immediately preceding proviso.

  • Shares of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

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