Common use of Allocation of Merger Consideration Clause in Contracts

Allocation of Merger Consideration. The Exchange Agent shall effect the allocation among holders of PVFC Shares in accordance with the Election Forms as follows: (a) If the number of Cash Election Shares is less than one-half of the number of PVFC Shares outstanding at the Effective Time (the “Outstanding PVFC Shares”), then: (i) each of the Cash Election Shares (other than PVFC Dissenting Shares) shall be converted into the right to receive the Per Share Cash Consideration, (ii) the Exchange Agent will allocate first among the No-Election Shares (by the method of allocation described in Section 2.03(d)(i) below) and then, if necessary, will allocate among the Stock Election Shares (by the method of allocation described in Section 2.03(d)(ii) below), a sufficient number of non-Cash Election Shares (“Reallocated Cash Shares”) such that the sum of the number of Cash Election Shares plus the number of Reallocated Cash Shares equals one-half of the Outstanding PVFC Shares, and each of the Reallocated Cash Shares shall be converted into the right to receive the Per Share Cash Consideration, and (iii) each of the No-Election Shares (if any) and Stock Election Shares which are not Reallocated Cash Shares shall be converted into the right to receive the Per Share Stock Consideration. (b) If the number of Cash Election Shares is greater than one-half of the Outstanding PVFC Shares, then: (i) each of the Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration, (ii) the Exchange Agent will allocate first among the No-Election Shares (other than the PVFC Dissenting Shares) (by the method of allocation described in Section 2.03(d)(iii) below) and then, if necessary, will allocate among the Cash Election Shares (by the method of allocation described in Section 2.03(d)(iv) below), a sufficient number of Cash Election Shares (“Reallocated Stock Shares”) such that the number of remaining Cash Election Shares equals one-half of the Outstanding PVFC Shares, and each of the Reallocated Stock Shares shall be converted into the right to receive the Per Share Stock Consideration, and (iii) each of the No-Election Shares (if any) and Cash Election Shares (other than PVFC Dissenting Shares) which are not Reallocated Stock Shares shall be converted into the right to receive the Per Share Cash Consideration. (c) If the number of Cash Election Shares is equal to one-half of the Outstanding PVFC Shares, then subparagraphs (a) and (b) above shall not apply and all No-Election Shares and all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration. (d) Any pro rata allocation shall be performed by the Exchange Agent as follows: (i) If the Exchange Agent is required pursuant to Section 2.03(a)(ii) to designate from among all No-Election Shares the Reallocated Cash Shares to receive the Per Share Cash Consideration, each holder of No-Election Shares shall be allocated a number of Reallocated Cash Shares equal to the number of No-Election Shares held by such holder multiplied by a fraction the numerator of which is the total number of No-Election Shares to be reallocated pursuant to this paragraph 2.03(d)(i) (which shall not exceed the total number of No-Election Shares) and the denominator of which is the total number of No-Election Shares, and the remaining shares held by such holder, if any, shall be deemed to be Stock Election Shares.. (ii) If the Exchange Agent is required pursuant to Section 2.03(a)(ii) to designate from among all Stock Election Shares the Reallocated Cash Shares to receive the Per Share Cash Consideration, each holder of Stock Election Shares shall be allocated a pro rata portion (based on such holder’s Stock Election Shares relative to all Stock Election Shares) of the remainder of the total Reallocated Cash Shares less the number of No-Election Shares which are Reallocated Cash Shares. (iii) If the Exchange Agent is required pursuant to Section 2.03(b)(ii) to designate from among all No-Election Shares the Reallocated Stock Shares to receive the Per Share Stock Consideration, each holder of No-Election Shares shall be allocated a number of Reallocated Stock Shares equal to the number of No-Election Shares held by such holder multiplied by a fraction the numerator of which is the total number of No-Election Shares to be reallocated pursuant to this paragraph 2.03(d)(i) (which shall not exceed the total number of No-Election Shares) and the denominator of which is the total number of No-Election Shares, and the remaining shares held by such holder, if any, shall be deemed to be Cash Election Shares.. (iv) If the Exchange Agent is required pursuant to Section 2.03(b)(ii) to designate from among all holders of Cash Election Shares the Reallocated Stock Shares to receive the Per Share Stock Consideration, each holder of Cash Election Shares shall be allocated a pro rata portion (based on such holder’s Cash Election Shares relative to all Cash Election Shares) of the remainder of the total Reallocated Stock Shares less the number of No-Election Shares which are Reallocated Stock Shares. For purposes of this Section 2.03(d)(iv), PVFC Dissenting Shares shall not be considered to be Cash Election Shares. (e) Notwithstanding anything in this Agreement to the contrary, if necessary to preserve the status of the Corporate Merger as a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Code, if the aggregate value of the UCFC Shares to be issued in connection with the Corporate Merger (excluding, (x) the value of fractional shares for which cash is to be paid pursuant to Section 2.01(b), and (y) the value of all UCFC Shares to be issued in exchange for PVFC Shares acquired through the exercise of PVFC Stock Options on or after the date which is three days prior to the Closing Date) based upon the closing price of the UCFC Shares as reported on The Nasdaq Stock Market (“Nasdaq”) on the trading day immediately preceding the Closing Date (the “Aggregate Share Consideration”) would be less than 40% of the sum of the Aggregate Cash Consideration (defined below) and the Aggregate Share Consideration, then UCFC may, in its sole discretion, increase the Exchange Ratio so that the

Allocation of Merger Consideration. The (a) Notwithstanding any other provision contained in this Agreement and subject to ARRIS’s rights under Section 2.3(b) to increase the Stock Consideration by adding cash instead of ARRIS Common Stock, (i) the number of shares of C-COR Common Stock to be converted into Stock Consideration pursuant to Section 2.2(a) (the “Stock Conversion Number”) shall be equal to the product obtained by multiplying (A) the number of shares of C-COR Common Stock outstanding immediately prior to the Effective Time by (B) 0.4909 and (ii) all of the other shares of C-COR Common Stock outstanding immediately prior to the Effective Time shall be converted into Cash Consideration (in case of each of clauses (i) and (ii), excluding the Excluded C-COR Shares). (b) As soon as practicable after the Election Deadline (as defined herein) and in any event no more than five business days after the Closing Date (or such other date as C-COR and ARRIS shall agree), ARRIS shall cause the Exchange Agent shall to effect the allocation among holders of PVFC Shares in accordance with C-COR Common Stock (other than Excluded C-COR Shares) of rights to receive the Election Forms Cash Consideration and the Stock Consideration as follows: (ai) If the aggregate number of C-COR Shares with respect to which Stock Elections shall have been made (the “Stock Election Number”) exceeds the Stock Conversion Number, then all Cash Election Shares is less than oneand all Non-half of the number of PVFC Shares outstanding at the Effective Time (the “Outstanding PVFC Shares”), then: (i) each of the Cash Election Shares (other than PVFC Dissenting Shares) of each holder thereof shall be converted into the right to receive the Per Share Cash Consideration, (ii) the Exchange Agent will allocate first among the No-Election Shares (by the method of allocation described in Section 2.03(d)(i) below) Consideration and then, if necessary, will allocate among the Stock Election Shares (by the method of allocation described in Section 2.03(d)(ii) below), a sufficient number of non-Cash Election Shares (“Reallocated Cash Shares”) such that the sum of the number of Cash Election Shares plus the number of Reallocated Cash Shares equals one-half of the Outstanding PVFC Shares, and each of the Reallocated Cash Shares shall holder thereof will be converted into the right to receive the Per Share Cash Consideration, and (iii) each Stock Consideration in respect of the No-Election Shares (if any) and that number of Stock Election Shares of such holder equal to the product obtained by multiplying (A) the number of Stock Election Shares held by such holder by (B) a fraction, the numerator of which are not Reallocated Cash is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares shall be being converted into the right to receive the Per Share Stock Cash Consideration. (b) If the number of Cash Election Shares is greater than one-half of the Outstanding PVFC Shares, then: (i) each of the Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration,; and (ii) If the Exchange Agent will allocate first among the No-Stock Election Shares (other Number is less than the PVFC Dissenting Shares) Stock Conversion Number (the amount by which the method of allocation described in Section 2.03(d)(iii) below) and then, if necessary, will allocate among Stock Conversion Number exceeds the Cash Stock Election Shares (by Number being referred to herein as the method of allocation described in Section 2.03(d)(iv) below“Shortfall Number”), a sufficient number of Cash Election Shares (“Reallocated Stock Shares”) such that the number of remaining Cash Election Shares equals one-half of the Outstanding PVFC Shares, and each of the Reallocated Stock Shares shall be converted into the right to receive the Per Share Stock Consideration, and (iii) each of the No-Election Shares (if any) and Cash Election Shares (other than PVFC Dissenting Shares) which are not Reallocated Stock Shares shall be converted into the right to receive the Per Share Cash Consideration. (c) If the number of Cash Election Shares is equal to one-half of the Outstanding PVFC Shares, then subparagraphs (a) and (b) above shall not apply and all No-Election Shares and all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration. (d) Any pro rata allocation shall be performed by Consideration and the Exchange Agent as follows: (i) If the Exchange Agent is required pursuant to Section 2.03(a)(ii) to designate from among all NoNon-Election Shares the Reallocated and Cash Shares to receive the Per Share Cash Consideration, each holder of No-Election Shares shall be allocated a number of Reallocated Cash Shares treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of NoNon-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and the Non-Election Shares of each holder thereof shall be converted into the right to receive the Stock Consideration in respect of that number of Non-Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder multiplied by (y) a fraction fraction, the numerator of which is the total number of No-Election Shares to be reallocated pursuant to this paragraph 2.03(d)(i) (which shall not exceed the total number of No-Election Shares) Shortfall Number and the denominator of which is the total number of NoNon-Election Shares, and with the remaining shares held by number of such holder, if any, shall be deemed to be Stock Election Shares.. (ii) If the Exchange Agent is required pursuant to Section 2.03(a)(ii) to designate from among all Stock ’s Non-Election Shares being converted into the Reallocated Cash Shares right to receive the Per Share Cash Consideration, each holder of Stock Election Shares shall be allocated a pro rata portion ; or (based on such holder’s Stock Election Shares relative to all Stock Election SharesB) of if the remainder of the total Reallocated Cash Shares less Shortfall Number exceeds the number of NoNon-Election Shares which are Reallocated Cash Shares. (iii) If the Exchange Agent is required pursuant to Section 2.03(b)(ii) to designate from among , then all No-Election Shares the Reallocated Stock Shares to receive the Per Share Stock Consideration, each holder of NoNon-Election Shares shall be allocated a converted into the right to receive the Stock Consideration and Cash Election Shares of each holder thereof shall be converted into the right to receive the Stock Consideration in respect of that number of Reallocated Stock Cash Election Shares equal to the product obtained by multiplying (x) the number of No-Cash Election Shares held by such holder multiplied by (y) a fraction fraction, the numerator of which is the total number of No-Election Shares to be reallocated pursuant to this paragraph 2.03(d)(i) (amount by which shall not exceed the Shortfall Number exceeds the total number of NoNon-Election Shares) Shares and the denominator of which is the total number of No-Cash Election Shares, and with the remaining shares held by such holder, if any, shall be deemed to be Cash Election Shares.. (iv) If the Exchange Agent is required pursuant to Section 2.03(b)(ii) to designate from among all holders number of Cash Election Shares the Reallocated Stock Shares to receive the Per Share Stock Consideration, each holder of Cash Election Shares shall be allocated a pro rata portion (based on such holder’s Cash Election Shares relative being converted into the right to all receive the Cash Election Shares) of the remainder of the total Reallocated Stock Shares less the number of No-Election Shares which are Reallocated Stock Shares. For purposes of this Section 2.03(d)(iv), PVFC Dissenting Shares shall not be considered to be Cash Election SharesConsideration. (e) Notwithstanding anything in this Agreement to the contrary, if necessary to preserve the status of the Corporate Merger as a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Code, if the aggregate value of the UCFC Shares to be issued in connection with the Corporate Merger (excluding, (x) the value of fractional shares for which cash is to be paid pursuant to Section 2.01(b), and (y) the value of all UCFC Shares to be issued in exchange for PVFC Shares acquired through the exercise of PVFC Stock Options on or after the date which is three days prior to the Closing Date) based upon the closing price of the UCFC Shares as reported on The Nasdaq Stock Market (“Nasdaq”) on the trading day immediately preceding the Closing Date (the “Aggregate Share Consideration”) would be less than 40% of the sum of the Aggregate Cash Consideration (defined below) and the Aggregate Share Consideration, then UCFC may, in its sole discretion, increase the Exchange Ratio so that the

Allocation of Merger Consideration. The Exchange Agent shall effect the allocation among holders of PVFC Shares in accordance with the Election Forms as follows: (ai) If the number of Cash Election Shares times the Cash Exchange Ratio is less than one-half of the number of PVFC Shares outstanding at Total Cash to be Allocated minus the Effective Time (In the “Outstanding PVFC Shares”)Money Option Aggregate Option Spread, then: (i1) each of the all Cash Election Shares (other than PVFC Dissenting Shares) shall be converted into the right to receive the Per Share Cash Consideration,cash in accordance with Sections 2.1(b)(ii) and 2.1(c)(i)(B); (ii2) No-Election Shares shall then be treated as Cash Election Shares to the extent necessary to have the total number of Cash Election Shares times the Cash Exchange Agent will allocate first among Ratio equal the Total Cash to be Allocated minus the In the Money Option Aggregate Option Spread. If less than all of the No-Election Shares (by need to be treated as Cash Election Shares, then the method of allocation Exchange Agent shall allocate on a pro rata basis as described in Section 2.03(d)(i2.6(d)(iv) below) which No-Election Shares shall be treated as Cash Election Shares in such manner as the Exchange Agent shall determine, and then, if necessary, will allocate among the all remaining No-Election Shares shall thereafter be treated as Stock Election Shares; (3) if all of the No-Election Shares (by are treated as Cash Election Shares under the method preceding subsection and the total number of allocation Cash Election Shares times the Cash Exchange Ratio is less than the Total Cash to be Allocated minus the In the Money Option Aggregate Option Spread, then the Exchange Agent shall convert on a pro rata basis as described in Section 2.03(d)(ii2.6(d)(iv) below), a sufficient number of non-Stock Election Shares into Cash Election Shares (“Reallocated Cash Shares”) such that the sum of the number of Cash Election Shares plus the number of Reallocated Cash Shares times the Cash Exchange Ratio equals one-half of the Outstanding PVFC SharesTotal Cash to be Allocated minus the In the Money Option Aggregate Option Spread, and each of the all Reallocated Cash Shares shall will be converted into the right to receive the Per Share Cash Consideration, cash in accordance with Sections 2.1(b)(ii) and 2.1(c)(i)(B); and (iii4) each of all the No-Election Shares (if any) and Stock Election Shares which that are not Reallocated Cash Shares shall be converted into the right to receive the Per Share Acquiror Stock Considerationin accordance with Sections 2.1(b)(i) and 2.1(c)(i)(A). (bii) If the number of Cash Election Shares times the Cash Exchange Ratio is greater than one-half of the Outstanding PVFC SharesTotal Cash to be Allocated minus the In the Money Option Aggregate Option Spread, then: (i1) each of the all Stock Election Shares and all No-Election Shares shall be converted into the right to receive Acquiror Stock (upon exercise in the Per Share Stock Consideration,case of unexchanged Warrants) in accordance with Sections 2.1(b)(i), 2.1(c)(i)(A) and 2.1(c)(ii)(A); (ii2) the Exchange Agent will allocate first among the No-Election Shares (other than the PVFC Dissenting Shares) (by the method of allocation shall convert on a pro rata basis as described in Section 2.03(d)(iii2.6(d)(iv) below) and then, if necessary, will allocate among the Cash Election Shares (by the method of allocation described in Section 2.03(d)(iv) below), a sufficient number of Cash Election Shares (“Reallocated Stock Shares”) such that the number of remaining Cash Election Shares times the Cash Exchange Ratio equals one-half of the Outstanding PVFC SharesTotal Cash to be Allocated minus the In the Money Option Aggregate Option Spread, and each of the all Reallocated Stock Shares shall be converted into the right to receive the Per Share Acquiror Stock Consideration, in accordance with Sections 2.1(b)(i) and 2.1(c)(i)(A); and (iii3) each of all the No-Election Shares (if any) and Cash Election Shares (other than PVFC Dissenting Shares) which that are not Reallocated Stock Shares shall be converted into the right to receive the Per Share Cash Considerationcash in accordance with Sections 2.1(b)(ii) and 2.1(c)(i)(B). (ciii) If the number of Cash Election Shares times the Cash Exchange Ratio is equal to one-half of the Outstanding PVFC SharesTotal Cash to be Allocated minus the In the Money Option Aggregate Option Spread, then subparagraphs (ad)(i) and (bii) above shall not apply and all No-Election Shares and all Stock Election Shares shall will be converted into the right to receive the Per Share Stock ConsiderationAcquiror Stock. (div) Any pro rata allocation shall be performed by In the Exchange Agent as follows: (i) If event that the Exchange Agent is required pursuant to Section 2.03(a)(ii2.6(d)(i)(2) to designate from among all allocate which No-Election Shares the Reallocated are to be treated as Cash Election Shares and which No-Election Shares are to receive the Per Share Cash Considerationbe treated as Stock Election Shares, each holder of No-Election Shares shall be allocated a number pro rata portion of Reallocated Cash Shares equal to the number of total No-Election Shares held by such holder multiplied by a fraction the numerator of which is that need to be treated as Cash Election Shares based on the total number of Company Common Shares, including Company Common Shares underlying Warrants (determined on a net exercise basis), designated as No-Election Shares and the number of Cash Election Shares required to be reallocated allocated pursuant to this paragraph 2.03(d)(i) (which shall not exceed Section 2.6(d)(i)(2). In the total number of No-Election Shares) and the denominator of which is the total number of No-Election Shares, and the remaining shares held by such holder, if any, shall be deemed to be Stock Election Shares.. (ii) If event that the Exchange Agent is required pursuant to Section 2.03(a)(ii2.6(d)(i)(3) to designate from among all convert some Stock Election Shares the into Reallocated Cash Shares to receive the Per Share Cash ConsiderationShares, each holder of Stock Election Shares shall be allocated a pro rata portion (based on such holder’s Stock Election Shares relative to all Stock Election Shares) of the remainder of the total Reallocated Cash Shares less based on the total number of No-Company Common Shares, including Company Common Shares underlying Warrants (determined on a net exercise basis), held by such holder of Stock Election Shares which are Reallocated Cash and the total number of Company Common Shares. , including Company Common Shares underlying Warrants (iii) If determined on a net exercise basis), held by all such holders of Stock Election Shares. In the event the Exchange Agent is required pursuant to Section 2.03(b)(ii2.6(d)(ii)(2) to designate from among all No-Election Shares the Reallocated Stock Shares to receive the Per Share Stock Consideration, each holder of No-Election Shares shall be allocated a number of Reallocated Stock Shares equal to the number of No-Election Shares held by such holder multiplied by a fraction the numerator of which is the total number of No-Election Shares to be reallocated pursuant to this paragraph 2.03(d)(i) (which shall not exceed the total number of No-Election Shares) and the denominator of which is the total number of No-Election Shares, and the remaining shares held by such holder, if any, shall be deemed to be Cash Election Shares.. (iv) If the Exchange Agent is required pursuant to Section 2.03(b)(ii) to designate from among all holders of convert some Cash Election Shares the into Reallocated Stock Shares to receive the Per Share Stock ConsiderationShares, each holder of Cash Election Shares shall be allocated a pro rata portion (based on such holder’s Cash Election Shares relative to all Cash Election Shares) of the remainder of the total Reallocated Stock Shares less based on the total number of No-Company Common Shares, including Company Common Shares underlying Warrants (determined on a net exercise basis), held by such holder of Cash Election Shares which are and the total number of Company Common Shares, including Company Common Shares underlying Warrants (determined on a net exercise basis), held by all such holders of Cash Election Shares; provided, however, that in no event shall any Non-Determinable Shares, any Non-Accredited Shares, if Section 2.6(c)(Y) applies, or any Dissenting Shares be included in such calculations or converted into Reallocated Stock Shares. For purposes of this Section 2.03(d)(iv), PVFC Dissenting Shares shall not be considered to be Cash Election Shares. (e) Notwithstanding anything in this Agreement to the contrary, if necessary to preserve the status of the Corporate Merger as a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Code, if the aggregate value of the UCFC Shares to be issued in connection with the Corporate Merger (excluding, (x) the value of fractional shares for which cash is to be paid pursuant to Section 2.01(b), and (y) the value of all UCFC Shares to be issued in exchange for PVFC Shares acquired through the exercise of PVFC Stock Options on or after the date which is three days prior to the Closing Date) based upon the closing price of the UCFC Shares as reported on The Nasdaq Stock Market (“Nasdaq”) on the trading day immediately preceding the Closing Date (the “Aggregate Share Consideration”) would be less than 40% of the sum of the Aggregate Cash Consideration (defined below) and the Aggregate Share Consideration, then UCFC may, in its sole discretion, increase the Exchange Ratio so that the

Allocation of Merger Consideration. The Exchange Agent shall effect the allocation among holders of PVFC Shares in accordance with the Election Forms as follows: (ai) If the number of Cash Election Shares times the Cash Exchange Ratio is less than one-half of the number of PVFC Shares outstanding at Total Cash to be Allocated minus the Effective Time (In the “Outstanding PVFC Shares”)Money Option Aggregate Option Spread, then: (i1) each of the all Cash Election Shares (other than PVFC Dissenting Shares) shall be converted into the right to receive the Per Share Cash Consideration,cash in accordance with Sections 2.1(b)(ii) and 2.1(c)(i)(B); (ii2) No-Election Shares shall then be treated as Cash Election Shares to the extent necessary to have the total number of Cash Election Shares times the Cash Exchange Agent will allocate first among Ratio equal the Total Cash to be Allocated minus the In the Money Option Aggregate Option Spread. If less than all of the No-Election Shares (by need to be treated as Cash Election Shares, then the method of allocation Exchange Agent shall allocate on a pro rata basis as described in Section 2.03(d)(i2.6(d)(iv) below) which No-Election Shares shall be treated as Cash Election Shares in such manner as the Exchange Agent shall determine, and then, if necessary, will allocate among the all remaining No-Election Shares shall thereafter be treated as Stock Election Shares; (3) if all of the No-Election Shares (by are treated as Cash Election Shares under the method preceding subsection and the total number of allocation Cash Election Shares times the Cash Exchange Ratio is less than the Total Cash to be Allocated minus the In the Money Option Aggregate Option Spread, then the Exchange Agent shall convert on a pro rata basis as described in Section 2.03(d)(ii2.6(d)(iv) below), a sufficient number of non-Stock Election Shares into Cash Election Shares (“"Reallocated Cash Shares”") such that the sum of the number of Cash Election Shares plus the number of Reallocated Cash Shares times the Cash Exchange Ratio equals one-half of the Outstanding PVFC SharesTotal Cash to be Allocated minus the In the Money Option Aggregate Option Spread, and each of the all Reallocated Cash Shares shall will be converted into the right to receive the Per Share Cash Consideration, cash in accordance with Sections 2.1(b)(ii) and 2.1(c)(i)(B); and (iii4) each of all the No-Election Shares (if any) and Stock Election Shares which that are not Reallocated Cash Shares shall be converted into the right to receive the Per Share Acquiror Stock Considerationin accordance with Sections 2.1(b)(i) and 2.1(c)(i)(A). (bii) If the number of Cash Election Shares times the Cash Exchange Ratio is greater than one-half of the Outstanding PVFC SharesTotal Cash to be Allocated minus the In the Money Option Aggregate Option Spread, then: (i1) each of the all Stock Election Shares and all No-Election Shares shall be converted into the right to receive Acquiror Stock (upon exercise in the Per Share Stock Consideration,case of unexchanged Warrants) in accordance with Sections 2.1(b)(i), 2.1(c)(i)(A) and 2.1(c)(ii)(A); (ii2) the Exchange Agent will allocate first among the No-Election Shares (other than the PVFC Dissenting Shares) (by the method of allocation shall convert on a pro rata basis as described in Section 2.03(d)(iii2.6(d)(iv) below) and then, if necessary, will allocate among the Cash Election Shares (by the method of allocation described in Section 2.03(d)(iv) below), a sufficient number of Cash Election Shares (“"Reallocated Stock Shares”") such that the number of remaining Cash Election Shares times the Cash Exchange Ratio equals one-half of the Outstanding PVFC SharesTotal Cash to be Allocated minus the In the Money Option Aggregate Option Spread, and each of the all Reallocated Stock Shares shall be converted into the right to receive the Per Share Acquiror Stock Consideration, in accordance with Sections 2.1(b)(i) and 2.1(c)(i)(A); and (iii3) each of all the No-Election Shares (if any) and Cash Election Shares (other than PVFC Dissenting Shares) which that are not Reallocated Stock Shares shall be converted into the right to receive the Per Share Cash Considerationcash in accordance with Sections 2.1(b)(ii) and 2.1(c)(i)(B). (ciii) If the number of Cash Election Shares times the Cash Exchange Ratio is equal to one-half of the Outstanding PVFC SharesTotal Cash to be Allocated minus the In the Money Option Aggregate Option Spread, then subparagraphs (ad)(i) and (bii) above shall not apply and all No-Election Shares and all Stock Election Shares shall will be converted into the right to receive the Per Share Stock ConsiderationAcquiror Stock. (div) Any pro rata allocation shall be performed by In the Exchange Agent as follows: (i) If event that the Exchange Agent is required pursuant to Section 2.03(a)(ii2.6(d)(i)(2) to designate from among all allocate which No-Election Shares the Reallocated are to be treated as Cash Election Shares and which No-Election Shares are to receive the Per Share Cash Considerationbe treated as Stock Election Shares, each holder of No-Election Shares shall be allocated a number pro rata portion of Reallocated Cash Shares equal to the number of total No-Election Shares held by such holder multiplied by a fraction the numerator of which is that need to be treated as Cash Election Shares based on the total number of Company Common Shares, including Company Common Shares underlying Warrants (determined on a net exercise basis), designated as No-Election Shares and the number of Cash Election Shares required to be reallocated allocated pursuant to this paragraph 2.03(d)(i) (which shall not exceed Section 2.6(d)(i)(2). In the total number of No-Election Shares) and the denominator of which is the total number of No-Election Shares, and the remaining shares held by such holder, if any, shall be deemed to be Stock Election Shares.. (ii) If event that the Exchange Agent is required pursuant to Section 2.03(a)(ii2.6(d)(i)(3) to designate from among all convert some Stock Election Shares the into Reallocated Cash Shares to receive the Per Share Cash ConsiderationShares, each holder of Stock Election Shares shall be allocated a pro rata portion (based on such holder’s Stock Election Shares relative to all Stock Election Shares) of the remainder of the total Reallocated Cash Shares less based on the total number of No-Company Common Shares, including Company Common Shares underlying Warrants (determined on a net exercise basis), held by such holder of Stock Election Shares which are Reallocated Cash and the total number of Company Common Shares. , including Company Common Shares underlying Warrants (iii) If determined on a net exercise basis), held by all such holders of Stock Election Shares. In the event the Exchange Agent is required pursuant to Section 2.03(b)(ii2.6(d)(ii)(2) to designate from among all No-Election Shares the Reallocated Stock Shares to receive the Per Share Stock Consideration, each holder of No-Election Shares shall be allocated a number of Reallocated Stock Shares equal to the number of No-Election Shares held by such holder multiplied by a fraction the numerator of which is the total number of No-Election Shares to be reallocated pursuant to this paragraph 2.03(d)(i) (which shall not exceed the total number of No-Election Shares) and the denominator of which is the total number of No-Election Shares, and the remaining shares held by such holder, if any, shall be deemed to be Cash Election Shares.. (iv) If the Exchange Agent is required pursuant to Section 2.03(b)(ii) to designate from among all holders of convert some Cash Election Shares the into Reallocated Stock Shares to receive the Per Share Stock ConsiderationShares, each holder of Cash Election Shares shall be allocated a pro rata portion (based on such holder’s Cash Election Shares relative to all Cash Election Shares) of the remainder of the total Reallocated Stock Shares less based on the total number of No-Company Common Shares, including Company Common Shares underlying Warrants (determined on a net exercise basis), held by such holder of Cash Election Shares which are and the total number of Company Common Shares, including Company Common Shares underlying Warrants (determined on a net exercise basis), held by all such holders of Cash Election Shares; provided, however, that in no event shall any Non-Determinable Shares, any Non-Accredited Shares, if Section 2.6(c)(Y) applies, or any Dissenting Shares be included in such calculations or converted into Reallocated Stock Shares. For purposes of this Section 2.03(d)(iv), PVFC Dissenting Shares shall not be considered to be Cash Election Shares. (e) Notwithstanding anything in this Agreement to the contrary, if necessary to preserve the status of the Corporate Merger as a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Code, if the aggregate value of the UCFC Shares to be issued in connection with the Corporate Merger (excluding, (x) the value of fractional shares for which cash is to be paid pursuant to Section 2.01(b), and (y) the value of all UCFC Shares to be issued in exchange for PVFC Shares acquired through the exercise of PVFC Stock Options on or after the date which is three days prior to the Closing Date) based upon the closing price of the UCFC Shares as reported on The Nasdaq Stock Market (“Nasdaq”) on the trading day immediately preceding the Closing Date (the “Aggregate Share Consideration”) would be less than 40% of the sum of the Aggregate Cash Consideration (defined below) and the Aggregate Share Consideration, then UCFC may, in its sole discretion, increase the Exchange Ratio so that the