Aggregate Cash Consideration Under Subscribed Clause Samples

Aggregate Cash Consideration Under Subscribed. If the amount of cash represented by the aggregate Cash Election Shares is less than the Aggregate Cash Consideration, then: (A) all Cash Election Shares shall be converted into the right to receive the Cash Consideration; (B) No-Election Shares shall be deemed to be Cash Election Shares to the extent necessary to have the amount of cash represented by the aggregate Cash Election Shares equal the Aggregate Cash Consideration. If less than all of the No-Election Shares need to be treated as Cash Election Shares, then the Exchange Agent shall deem a pro rata portion of the TF Financial Common Stock of each holder who holds No-Election Shares as Cash Election Shares. All remaining No-Election Shares shall thereafter be treated as Common Stock Election Shares; (C) If all of the No-Election Shares are treated as Cash Election Shares under the preceding Subsection and the amount of cash represented by the aggregate Cash Election Shares remains less than the Aggregate Cash Consideration, then the Exchange Agent shall convert, on a pro rata basis described in Subsection 2.2(e)(iv) below, a sufficient number of Common Stock Election Shares into Cash Election Shares (“Reallocated Cash Shares”) such that the amount of cash represented by the aggregate Cash Election Shares, including the Reallocated Cash Shares, equals the Aggregate Cash Consideration, and thereafter all Reallocated Cash Shares will be converted into the right to receive the Cash Consideration; and (D) the Common Stock Election Shares which are not Reallocated Cash Shares shall be converted into the right to receive the Common Stock Consideration.