Aggregate Cash Consideration Oversubscribed Clause Samples
Aggregate Cash Consideration Oversubscribed. If the amount of cash represented by the aggregate Cash Election Shares is more than the Aggregate Cash Consideration, then:
(A) all Common Stock Election Shares and No-Election Shares shall be converted into the right to receive the Common Stock Consideration;
(B) the Exchange Agent shall convert, on a pro rata basis described in Subsection 2.2(e)(iv) below, a sufficient number of Cash Election Shares into Common Stock Election Shares (“Reallocated Common Stock Shares”) such that the amount of cash represented by the remaining aggregate Cash Election Shares equals the Aggregate Cash Consideration, and thereafter all Reallocated Common Stock Shares will be converted into the right to receive the Common Stock Consideration; and
(C) the Cash Election Shares which are not Reallocated Common Stock Shares shall be converted into the right to receive the Cash Consideration.
Aggregate Cash Consideration Oversubscribed. If the amount of cash represented by the aggregate Cash Election Shares is more than the Aggregate Cash Consideration, then:
(A) all Common Stock Election Shares and No-Election Shares shall be converted into the right to receive NPB Common Stock;
(B) the Exchange Agent shall convert, on a pro rata basis described in subsection 2.02(d)(iv) below, a sufficient number of Cash Election Shares (excluding Dissenting PFI Shares) into Common Stock Election Shares ("Reallocated Common Stock Shares") such that the amount of cash represented by the remaining aggregate Cash Election Shares equals the Aggregate Cash Consideration, and thereafter all Reallocated Common Stock Shares will be converted into the right to receive NPB Common Stock; and
(C) the Cash Election Shares (subject to Section 2.06 with respect to Dissenting PFI Shares) which are not Reallocated Common Stock Shares shall be converted into the right to receive cash.
Aggregate Cash Consideration Oversubscribed. If the number of Cash Election Shares is equal to or more than 2,792,974 shares of Holdings Common Stock, then:
(A) Each Common Stock Election Share (subject to Section 2.8 with respect to Holdings Objecting Shares) shall be converted into the right to receive the Per Share Common Stock Consideration;
(B) And All Cash Election Shares and all No-Election Shares shall be allocated by the Exchange Agent such that the number of Cash Election Shares is 2,792,974.
Aggregate Cash Consideration Oversubscribed. If the number of Cash Election Shares is more than 20%, as such percentage may be adjusted pursuant to Section 2.3, of the total number of shares of PBI Common Stock issued and outstanding immediately prior to the Effective Time (the “Stock Conversion Number”), then:
(A) Each Common Stock Election Share and each No-Election Share shall be converted into the right to receive the Per Share Common Stock Consideration in the Merger; and
(B) The Exchange Agent shall reallocate, on a pro rata basis, a sufficient number of Cash Election Shares (excluding Objecting PBI Shares) into Common Stock Election Shares such that the number of Cash Election Shares is equal to the Stock Conversion Number, and each such reallocated Common Stock Election Share shall be converted into the right to receive the Per Share Common Stock Consideration in the Merger.
Aggregate Cash Consideration Oversubscribed. If the number of Cash Election Shares is more than 10%, as such percentage may be adjusted pursuant to Section 3.1, of the total number of shares of Scottdale Common Stock issued and outstanding immediately prior to the Effective Time (the “Stock Conversion Number”), then:
(A) each Common Stock Election Share and each No-Election Share shall be converted into the right to receive the Per Share Common Stock Consideration in the Merger;
(B) each Dissenter Share shall be treated as converted into the right to receive the Per Share Cash Consideration in the Merger; and
(C) the Exchange Agent shall reallocate, on a pro rata basis, a sufficient number of Cash Election Shares (excluding Dissenter Shares) into Common Stock Election Shares such that the number of Cash Election Shares is equal to the Stock Conversion Number, and each such reallocated Cash Election Share shall be converted into the right to receive the Per Share Common Stock Consideration in the Merger.
Aggregate Cash Consideration Oversubscribed. For purposes of this section the “Maximum Cash Conversion Number” shall be 50% of the number of outstanding shares of RBI Common Stock immediately prior to the Effective Time, provided that such percentage shall be reduced by Old Line Bancshares, in its sole reasonable discretion, as may be necessary to ensure that (i) no more than 59% of the Total Consideration, including any cash paid for fractional shares under Section 2.7 hereof and a reasonable estimate of the amount by which the cash payment to be made to holders of each Objecting RBI Share exceeds the Per Share Cash Consideration, consists of cash, and (ii) the Merger will qualify as a tax-free reorganization within the meaning of Section 368(a) of the IRC. If the number of Cash Election Shares plus the number of Objecting RBI Shares is more than the Maximum Cash Conversion Number, then:
A. Each Common Stock Election Share and each No-Election Share shall be converted into the right to receive the Per Share Common Stock Consideration in the Merger; and
B. The Exchange Agent shall reallocate, on a pro rata basis, a sufficient number of Cash Election Shares into Common Stock Election Shares such that the number of Cash Election Shares plus the number of Objecting RBI Shares is equal to the Maximum Cash Conversion Number, and each such reallocated Common Stock Election Share shall be converted into the right to receive the Per Share Common Stock Consideration in the Merger.