Election Procedures Sample Clauses
Election Procedures. Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures:
(a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election.
(b) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”) which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline.
(c) Parent shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs.
(d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form ...
Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made.
(b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, ...
Election Procedures. At least ninety (90) days before the start of any primary or regular election campaign, Programmer will clear with Licensee's General Manager the rate Programmer will charge for the time to be sold to candidates for public office and/or their supporters to make certain that the rate charged conforms to all applicable laws and station policy.
Election Procedures. The Parties acknowledge that for United States income tax purposes it is intended that the Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Code, and this Agreement is intended to be and is adopted as, a plan of reorganization within the meaning of Section 368 of the Code. Consistent with that intent, notwithstanding any provision of this Agreement to the contrary, the aggregate Merger Consideration payable to all holders of Alliance Common Stock shall include such number of shares of NEWCO Common Stock as is necessary Back to Contents in order that the aggregate number of shares of Alliance Common Stock exchanged through the Merger for shares of NEWCO Common Stock is at least 75% of the aggregate of (i) the total number of shares of Alliance Common Stock issued and outstanding (including those issued and outstanding shares of Alliance Common Stock held in the Alliance Stock Option Income Deferral Plan) and (ii) the total number of shares of Alliance Common Stock subject to Options immediately prior to the Effective Time (the “Minimum Share Requirement”). Holders of Options may elect to receive shares of NEWCO Common Stock or, by virtue of having failed to elect to receive shares of NEWCO Common Stock, the cash Option Price as contemplated in Section 3.1.4, and holders of Alliance Common Stock (including issued and outstanding shares of Alliance Common Stock held in the Alliance Stock Option Income Deferral Plan) may elect to receive shares of NEWCO Common Stock or, subject to the Minimum Share Requirement, the Cash Election Price in exchange for their shares of Alliance Common Stock or Options, as the case may be, in accordance with the following procedures.
3.2.1 An election form (“Election Form”) will be sent by NEWCO no later than fifteen (15) Business Days and no earlier than thirty (30) Business Days prior to the expected Effective Time (provided that it need not be sent until the approvals from the Bank Regulators as set forth in Section 8.4 have been obtained) to each holder of record of Alliance Common Stock and each holder of an Option permitting such holder (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to elect to receive either (i) NEWCO Common Stock with respect to each share of such holder’s Alliance Common Stock or Option, as the case may be, as provided herein (the “Alliance Stock Election Shares”) or (ii) in the case of holders of Allianc...
Election Procedures. Department chair elections shall occur annually. Nominations for department chair occur after the department chair has been evaluated but no later than the end of the 12th week of the spring semester. Department chair elections, by secret ballot, shall take place prior to the end of the 14th week of the spring semester. In all cases, there shall be at least two (2) weeks between nominations and the actual election.
Election Procedures. The Member, Beneficiary, or spouse shall make any election under this section in writing. The Plan Administrator may require such individual to complete and sign any necessary documents as to the provisions to be made. Any election permitted under (a) and (b) below shall be subject to the qualified election provisions of (c) below.
Election Procedures a. Department Chair elections shall occur every two years or as necessary to fill a vacancy.
b. Departments will be defined by the District no later than the 7th week of the semester. All full time faculty will be assigned to a department by the District.
c. Nominations shall occur no later than the 9th week of the spring semester.
d. Nomination will be open for two weeks.
e. If there are no tenured faculty within the department nominated at the end of the two week nomination period, nominations will open for one week for non-tenured full-time faculty within the department.
f. If there are no nominations of full time faculty for Department Chair within a Department, nomination will open for an additional week for tenured faculty from any Department of the district.
g. The Department Chair is elected by the faculty in the Department.
h. Full time faculty within the department will have one vote each.
i. Department Chair election will be by secret ballot.
j. Elections shall take place no later than the 12th week of the spring semester.
k. Elections shall be decided by a simple majority of the legal votes cast. In the event of a tie, the ▇▇▇▇ will make the decision.
Election Procedures. In the event a teachers' representative organization petitions the Board of Education for sole and exclusive bargaining rights, procedural requirements must be met as specified in Chapter 4117 of the Ohio Revised Code.
Election Procedures. Committee members shall serve three-year terms. Terms shall expire on October 1. Departments whose representative’s term expires shall nominate and elect a replacement by September 15 of the same academic year.
Election Procedures. 3.2.1 Holders of record of Town Square Financial Common Stock may elect to receive shares of P▇▇▇▇ Common Stock or cash in exchange for their shares of Town Square Financial Common Stock. The total number of shares of Town Square Financial Common Stock to be converted into Stock Consideration pursuant to this Section 3.2.1 shall be equal to the product obtained by multiplying (x) the number of shares of Town Square Financial Common Stock outstanding immediately prior to the Effective Time by (y) 0.55 (the “Stock Conversion Number”). All other shares of Town Square Financial Common Stock shall be converted into Cash Consideration.
3.2.2 An election form and other appropriate customary transmittal material in such form as P▇▇▇▇ Bankshares and Town Square Financial shall mutually agree (“Election Form”) will be mailed no more than forty (40) Business Days and no less than twenty (20) Business Days prior to the Election Deadline or on such earlier date as P▇▇▇▇ Bankshares and Town Square Financial shall mutually agree (the “Mailing Date”) to each holder of record of Town Square Financial Common Stock permitting such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to specify the number of shares of Town Square Financial Common Stock owned by such holder with respect to which such holder desires to make a Cash Election in accordance with the provision of Section 3.1.6, (ii) to specify the number of shares of Town Square Financial Common Stock owned by such holder with respect to which such holder desires to make a Stock Election, in accordance with the provision of Section 3.1.5, or (iii) to indicate that such record holder has no preference as to the receipt of cash or P▇▇▇▇ Common Stock for such shares. Holders of record of shares of Town Square Financial Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Town Square Financial Common Stock held by each Representative for a particular beneficial owner. Any shares of Town Square Financial Common Stock with respect to which the holder thereof shall not, as of the Election Deadline (as defined in Section 3.2.3), have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. Any Dissenting Shares shall be deemed shares subject to ...