ALLOCATION ELECTION AND METHOD OF SHARE PAYMENT Sample Clauses

ALLOCATION ELECTION AND METHOD OF SHARE PAYMENT. Allocation Election: I hereby make the following Allocation Election (check one): [ ] I elect to receive all cash in the Merger and elect to receive no Closing Consideration Shares, in which case I will receive my Proportionate Share of the Adjusted Aggregate Merger Consideration in cash but will not receive the Incremental Cash Consideration Amount. [ ] I elect to receive my Proportionate Share of the Closing Consideration Shares under the Merger Agreement, in which case I will receive, in addition to the Elected Shares, an amount in cash equal to (A) my Incremental Cash Consideration Amount plus (B) a portion of the Closing Cash Consideration equal to my Proportionate Share of the Adjusted Aggregate Merger Consideration minus an amount equal to the aggregate Parent Stock Value of the Elected Shares .
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ALLOCATION ELECTION AND METHOD OF SHARE PAYMENT. Allocation Election: I hereby make the following Allocation Election (check one): [ ] I elect to receive all cash in the Merger and elect to receive no Closing Consideration Shares, in which case I will receive my Proportionate Share of the Adjusted Aggregate Merger Consideration in cash but will not receive the Incremental Cash Consideration Amount. [ ] I elect to receive my Proportionate Share of the Closing Consideration Shares under the Merger Agreement, in which case I will receive, in addition to the Elected Shares, an amount in cash equal to (A) my Incremental Cash Consideration Amount plus (B) a portion of the Closing Cash Consideration equal to my Proportionate Share of the Adjusted Aggregate Merger Consideration minus an amount equal to the aggregate Parent Stock Value of the Elected Shares. NOTE: IF NEITHER BOX ABOVE IS CHECKED THEN THE UNDERSIGNED WILL BE DEEMED TO HAVE ELECTED TO RECEIVE ALL CASH IN THE MERGER AND ELECTED TO RECEIVE NO CLOSING CONSIDERATION SHARES. ALSO, AS SET FORTH IN SECTION 1.04(G) OF THE MERGER AGREEMENT, IF HEALTHPOCKET DOES NOT RECEIVE, WITHIN THIRTY (30) DAYS AFTER DELIVERY OF THIS AGREEMENT TO THE UNDERSIGNED, A COMPLETED AGREEMENT (INCLUDING AN EXECUTED LOCK-UP AGREEMENT) DULY EXECUTED BY THE UNDERSIGNED CONTAINING AN ALLOCATION ELECTION TO RECEIVE CLOSING CONSIDERATION SHARES, THE UNDERSIGNED WILL BE DEEMED TO MAKE AN ALLOCATION ELECTION TO RECEIVE ONLY CASH IN THE MERGER (REGARDLESS OF WHAT IS SELECTED ABOVE).
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Related to ALLOCATION ELECTION AND METHOD OF SHARE PAYMENT

  • Compensation and Method of Payment Subject to any limitations set forth below or elsewhere in this Agreement, District agrees to pay Consultant the amounts specified in Exhibit B “Compensation”. The total compensation, including reimbursement for actual expenses, shall not exceed Three Thousand Two Hundred Fifty Dollars ($3,250.00), unless additional compensation is approved in writing by the District. a. Each month Consultant shall furnish to District an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-consultant contracts. Sub-consultant charges, if any, shall be detailed by the following categories: labor, travel, materials, equipment and supplies. District shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection b. In the event any charges or expenses are disputed by District, the original invoice shall be returned by District to Consultant for correction and resubmission. b. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by District, District will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice. c. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

  • Settlement Method Election Physical Settlement, Cash Settlement, or Net Share Settlement, at the election of Counterparty as set forth in a Settlement Notice that satisfies the Settlement Notice Requirements; provided that Physical Settlement shall apply (i) if no Settlement Method is validly selected, (ii) with respect to any Settlement Shares in respect of which Dealer is unable, in good faith and in its commercially reasonable discretion, to unwind its commercially reasonable hedge by the end of the Unwind Period (taking into account any Additional Transactions with overlapping “Unwind Periods” (as defined in the applicable Additional Confirmations)) (A) in a manner that, in the reasonable discretion of Dealer, based on advice of counsel, is consistent with the requirements for qualifying for the safe harbor provided by Rule 10b-18 under the Exchange Act (“Rule 10b-18”) or (B) in its commercially reasonable judgment, due to the occurrence of five or more Disrupted Days or to the lack of sufficient liquidity in the Shares on any Exchange Business Day during the Unwind Period, (iii) to any Termination Settlement Date (as defined under “Termination Settlement” in Paragraph 7(g) below) and (iv) if the Final Date is a Settlement Date other than as the result of a valid Settlement Notice, in respect of such Settlement Date; provided, further, that, if Physical Settlement applies under clause (ii) immediately above, Dealer shall provide written notice to Counterparty at least two Scheduled Trading Days prior to the applicable Settlement Date.

  • Settlement Method Election Date The third Scheduled Trading Day immediately preceding the First Expiration Date.

  • Elective Distributions in Cash or Shares Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon receipt of notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is available to Holders of ADRs, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either cash upon the terms described in Section 4.1 hereof or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereof. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

  • Deferral Election A Participant may elect to defer all or a specified percentage of the Compensation earned in a Plan Year by such Participant for serving as a member of the Board of any Participating Fund or as a member of any committee or subcommittee thereof. Reimbursement of expenses of attending meetings of the Board, committees of the Board or subcommittees of such committees may not be deferred. Such election shall be made by executing before the first day of such Plan Year such election notice as the Administrator may prescribe; provided, however, that upon first becoming eligible to participate in the Plan by reason of appointment to a Board, a Participant may file a Deferral Election not later than 30 days after the effective date of such appointment, which election shall apply to Compensation earned in the portion of the Plan Year commencing the day after such election is filed and ending on the last day of such Plan Year.