Election Mechanics Sample Clauses

Election Mechanics. (a) In order to make the Exchangeable Share Election, Letters of Transmittal and Election Forms must be received by the Company or its agent on or before 5:00 p.m. (Toronto time) on the date which is two business days prior to the date of the Company Meeting (the “Election Deadline”), unless otherwise agreed in writing by the Purchaser and the Company. The Company shall provide notice of the Election Deadline to Shareholders by means of the Company Circular. (b) Any Shareholder who does not submit to the Company or its agent a duly completed Letter of Transmittal and Election Form on or prior to the Election Deadline, or otherwise fails to comply with the requirements of this Section 2.13 or as set out in the Letter of Transmittal and Election Form, shall be deemed to have not made an Exchangeable Share election and shall receive in exchange for their Shares, in accordance with the Plan of Arrangement, upon the deposit of their Letter of Transmittal, their pro rata entitlement to the Consideration in the form of cash and Parent Shares; (c) Any Letter of Transmittal and Election Form, once deposited with the Company or its agent, shall be irrevocable and may not be withdrawn by a Shareholder; (d) An Eligible Holder whose Shares are exchanged for the Consideration that includes Exchangeable Shares pursuant to this Arrangement shall be eligible to make a joint income tax election with the Purchaser, pursuant to subsection 85(1) (or, in the case of a partnership, subsection 85(2)) of the Tax Act (and any corresponding provision of provincial income tax law) (a “Section 85 Election”) with respect to the disposition of such Eligible Holder’s Shares by providing the necessary information in accordance with the procedures set out in the tax instruction letter (if requested by the Eligible Holder), on or before 120 days after the Effective Date. (e) The Purchaser shall, within 60 days of receipt thereof, sign and return validly completed election forms which are in compliance with the provisions of the Tax Act (and applicable provincial tax law) and the procedures in the tax instruction letter and which are received within 120 days of the Effective Date to the relevant Eligible Holders for filing with the Canada Revenue Agency or applicable provincial tax authority. Other than the foregoing obligation, neither the Purchaser, the Parent nor any successor corporation shall be responsible for the proper completion of any election form, nor for any Taxes, interest or p...

Election Mechanics. (a) The Company shall give Merus written notice of any impending Liquidation Transaction not later man twenty (20) calendar days prior to the stockholders' meeting (or execution of an action taken by written consent) to approve such Liquidation Transaction, or twenty (20) calendar days prior to the closing of such Liquidation Transaction, whichever is earlier. Such notice shall describe the material terms of the impending Liquidation Transaction. (b) At least five (5) calendar days prior to the anticipated Closing, Merus may, by written notice provided to the Company (the "Election Date"), exercise its Exchange Right as provided above. Such exercise shall be final and irrevocable and shall be conditioned only on the consummation of the Liquidation Transaction.

Election Mechanics. With respect to the transfer of Common Shares to the Purchaser pursuant to Sections 3.1(c)(i) and 3.1(d)(i): (a) each Shareholder who is an Eligible Holder may elect to receive (i) in respect of any or all of the Common Shares held by such Eligible Holder, either the Eligible Share Consideration or a combination of the Eligible Share Consideration and the Cash Consideration and (ii) in respect of the balance of the Common Shares held by such Eligible Holder, if any, either (x) the Cash Consideration, (y) the Share Consideration or (z) a combination thereof; (b) each Shareholder who is not an Eligible Holder may elect to receive, in respect of each Common Share held by such Shareholder, either (i) the Cash Consideration, (ii) the Share Consideration or (iii) a combination thereof; (c) in order to make the election referred to in Section 3.2(a) or 3.2(b), a Shareholder must deposit with the Depositary, by no later than the Election Deadline, a duly completed Letter of Transmittal indicating such Shareholder’s election, which election shall be irrevocable and may not be withdrawn, together with the certificate(s) representing the Common Shares held by such Shareholder; and (d) any Shareholder who has not, prior to the Election Deadline, deposited with the Depositary a duly completed Letter of Transmittal indicating such Shareholder’s election, together with the certificate(s) representing the Common Shares held by such Shareholder, or otherwise fails to fully comply with the requirements of Section 3.2(c) in respect of any Common Shares (including Shareholders who duly exercise Dissent Rights but are ultimately not entitled, for any reason, to be paid fair value for the Common Shares in respect of which they have exercised Dissent Rights) shall be deemed to have elected to receive the Cash Consideration as to 71.24% in respect of each such Common Share and the Share Consideration as to 28.76% in respect of each such Common Share.

Election Mechanics. With respect to the transfer and assignment of Shares effected pursuant to Section 2.3(2): (1) each Shareholder (other than a Dissenting Holder and other than the Purchaser) may elect to receive, in respect of all of its Shares transferred, either the Cash Consideration, the Share Consideration or the Combination Consideration, subject to proration as set forth in Section 2.5 and rounding and fractional adjustments as set forth in Section 2.7; (2) such election, as provided for in Section 4.1(3), shall be made by depositing with the Depositary, on or prior to the Election Deadline, a duly completed Letter of Transmittal and Election Form indicating such Shareholder’s election, together with, as applicable, any certificates representing such Shares; (3) any Shareholder who does not deposit with the Depositary a duly completed Letter of Transmittal and Election Form on or prior to the Election Deadline, or otherwise fails to comply with the requirements of this Section 2.3(3) and the Letter of Transmittal and Election Form (including Shareholders who duly exercise Dissent Rights but are ultimately not entitled, for any reason, to be paid fair value for Shares in respect of which they have exercised Dissent Rights), shall be deemed to have elected to receive, for each Share, the Combination Consideration for such Share;

Election Mechanics