Stock Election Consideration definition

Stock Election Consideration shall have the meaning set forth in Section 3.1.2 hereof.
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Stock Election Consideration shall have the meaning set forth in Section 1.5(a)(ii)(B).
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Stock Election Consideration shall have the meaning ascribed to it in Section 2.1(g)(iii)(A).
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Examples of Stock Election Consideration in a sentence

  • 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  • If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right after the Election Deadline, each share of such holder's Company Common Stock shall thereupon be deemed to have been converted into and to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.

  • The NAP Conflicts Committee has received the opinion of Xxxxxxx & Company International, dated as of the Execution Date, to the effect that, as of the date thereof and subject to the assumptions, limitations, qualifications and other matters considered in the preparation thereof, the Preferred Stock Election Consideration that may be received by the Holders of the NAP Public Units pursuant to this Agreement is fair, from a financial point of view, to such Holders.

  • If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right, each share of such holder's Company Common Stock shall thereupon be deemed to have been converted into and to have become, as of the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.

  • If the Cash Election Amount equals or exceeds the Available Cash Election Amount, then each No Election Share shall be converted into the right to receive the Stock Election Consideration.

  • Under the proration procedures, the merger consideration is subject to adjustment to the extent the Cash Election Consideration or the Stock Election Consideration is oversubscribed.

  • If the Stock Election Consideration and a Fractional Share Check (if applicable) or a Cash Election Consideration Check are to be issued in the same name as the surrendered HomeFed certificate is registered, the Letter of Transmittal should be completed and signed exactly as the surrendered certificate is registered.

  • Each No Election Share shall be converted into the right to receive the Cash Election Consideration or the Stock Election Consideration as determined in accordance with Section 3.1(d), subject to adjustment in accordance with Section 3.3(b) (the “No Election Consideration”).

  • The XXXX Shares issuable as part of the Stock Election Consideration shall have been authorized for listing on the NYSE, subject to official notice of issuance (or other exchange on which such equity securities will be publicly traded).

  • If you hold a single stock certificate that evidences shares of Gateway common stock acquired in different lots and wish to make a priority designation, you should consult your personal tax advisor with regard to the method of identifying particular lots for priority allocation to the Stock Election Consideration.


More Definitions of Stock Election Consideration

Stock Election Consideration. Section 2.1(a)
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Stock Election Consideration has the meaning specified in Section 3.1(a)(i).
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Stock Election Consideration means (a) with respect to Ordinary Stock Electing Shares, the Ordinary Stock Election Consideration, (b) with respect to the BHC Stock Electing Shares, the BHC Stock Election Consideration and (c) with respect to the Non-Voting Stock Election Shares, the Non-Voting Stock Election Consideration.
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Stock Election Consideration and, together with the stock portion of the Mixed Consideration, the “Stock Consideration”); provided, however, that if the Available Cash Election Amount exceeds the Cash Election Amount and the number of No Election Shares is less than the Cash Election Shortfall Number (as defined below), then each Stock Election Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the Cash Proration Amount divided by the number of Stock Election Shares and (B) a number of shares of Parent Common Stock equal to the product of (1) the Exchange Ratio and (2) a fraction, the numerator of which shall be the Cash Election Consideration minus the amount calculated in clause (A) above and the denominator of which shall be the Cash Election Consideration. The “Cash Proration Amount” means an amount equal to (a) the Cash Election Shortfall Amount (as defined below) minus (b) the product of the number of No Election Shares and the Cash Election Consideration. For the avoidance of doubt, if the Available Cash Election Amount exceeds the Cash Election Amount but the number of No Election Shares is greater than or equal to the Cash Election Shortfall Number, each Stock Election Share shall be converted into the right to receive the Stock Election Consideration.
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Stock Election Consideration as follows:
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Related to Stock Election Consideration

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

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

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

  • 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.

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

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

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

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

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

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

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

  • Aggregate Stock Consideration means a number of shares of Purchaser Common Stock equal to (i) the Purchase Price less the Aggregate Cash Consideration and less the Aggregate Note Consideration, divided by (ii) the Average Market Price.

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

  • Earnout Consideration has the meaning set forth in Section 2.09(a).

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

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

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

  • Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries 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, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

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

  • Share Consideration has the meaning given to it in Section 2.2;