Common use of Aggregate Cash Consideration Oversubscribed Clause in Contracts

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.

Appears in 2 contracts

Samples: Merger Agreement (National Penn Bancshares Inc), Merger Agreement (Tf Financial Corp)

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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 CMTY Common Stock ConsiderationStock; (B) the Exchange Agent shall convert, on a pro rata basis described in Subsection 2.2(e)(ivsubsection 2.02(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 CMTY Common Stock ConsiderationStock; and (C) the Cash Election Shares which are not Reallocated Common Stock Shares shall be converted into the right to receive the Cash Considerationcash.

Appears in 1 contract

Samples: Merger Agreement (Bucs Financial Corp)

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 CMTY Common Stock ConsiderationStock; (B) the Exchange Agent shall convert, on a pro rata basis described in Subsection 2.2(e)(ivsubsection 2.02(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 CMTY Common Stock ConsiderationStock; and (C) the Cash Election Shares which are not Reallocated Common Stock Shares shall be converted into the right to receive the Cash Considerationcash.

Appears in 1 contract

Samples: Merger Agreement (Community Banks Inc /Pa/)

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Aggregate Cash Consideration Oversubscribed. If the amount number of cash represented by the aggregate Cash Election Shares times the Per Share Cash Consideration is more greater than the Aggregate Cash Consideration, then: (A1) all Common Stock Election Shares and all No-Election Shares shall be converted into the right to receive the PPBI Common Stock ConsiderationStock; (B2) the Exchange Agent shall convert, convert on a pro rata basis as described below in Subsection 2.2(e)(ivSection 3.02(e) below, a sufficient number of Cash Election Shares into Common Stock Election Shares (excluding any Dissenting Shares) (“Reallocated Common Stock Shares”) such that the amount number of cash represented by the remaining aggregate Cash Election Shares (including Dissenting Shares) times the Per Share Cash Consideration 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 PPBI Common Stock; and (3) the Cash ConsiderationElection Shares (subject to Section 3.06 with respect to Dissenting Shares) which are not Reallocated Stock Shares shall be converted into the right to receive cash.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Pacific Premier Bancorp Inc)

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