Common use of Allocation Procedures Clause in Contracts

Allocation Procedures. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, FirstMerit shall cause the Exchange Agent to effect the allocation among the holders of CoBancorp Common Stock in accordance with the Election Forms as follows: (a) Cash Elections Less Than Minimum Cash Consideration Amount. If the amount of cash that would be payable upon the conversion into cash of the Cash Election Shares is less than the Minimum Cash Consideration Amount (as determined by the Exchange Agent), then: (i) all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration. (ii) the Exchange Agent shall select first from among the No Election Shares on a pro rata basis and then (if necessary) from among the Stock Election Shares on a pro rata basis, a sufficient number of shares ("Cash Designated Shares") on a pro rata basis such that the aggregate amount of the Per Share Cash Consideration that will be payable pursuant to the Merger equals as closely as practicable the Minimum Cash Consideration Amount, and all Cash Designated Shares shall be converted into the right to receive the Per Share Cash Consideration, and (iii) the No Election Shares and the Stock Election Shares which are not Cash Designated Shares shall be converted into the right to receive the Per Share Stock Consideration; or (b) Cash Elections More Than Maximum Cash Consideration Amount. If the amount of cash that would be payable upon the conversion into cash of the Cash Election Shares is greater than the Maximum Cash Consideration Amount (as determined by the Exchange Agent), then: (i) all Stock Election Shares and No Election Shares shall be converted into the right to receive FirstMerit Common Stock, (ii) the Exchange Agent shall select from among the Cash Election Shares on a pro rata basis, a sufficient number shares ("Stock Designated Shares") such that the amount of cash that will be payable pursuant to the Merger equals as closely as practicable, but not in excess of, the Maximum Cash Consideration Amount, and all Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration, and (iii) the Cash Election Shares which are not Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration; or (c) Cash Elections At Least Equal to Minimum Cash Consideration Amount and No More Than Maximum Cash Consideration Amount. If the amount of cash that would be payable upon the conversion into cash of the Cash Election Shares is at least equal to the Minimum Cash Consideration Amount and is no more than the Maximum Cash Consideration Amount (as determined by the Exchange Agent), then subparagraphs (a) and (b) above and subparagraph (d) below shall not apply and all Cash Election Shares shall be converted into the right to receive cash and all Stock Election Shares and No Election Shares shall be converted into the right to receive the Per Share Stock Consideration; and (d) Notwithstanding anything to the contrary herein, any CoBancorp shareholder who has acquired shares of CoBancorp Common Stock through the exercise of stock options, and who elects to receive FirstMerit Common Stock with respect to (all or a portion of) such shareholder's CoBancorp Common Stock, shall be entitled to the maximum amount of the Per Share Stock Consideration exchanged for the shareholder's Stock Election Shares being allocated to the shareholder's shares of CoBancorp Common Stock acquired through the exercise of stock options, with any required Per Share Cash Consideration being allocated first to shares of CoBancorp Common Stock acquired other than through the exercise of stock options, unless otherwise specifically elected by such shareholder.

Allocation Procedures. The number of Exchangeable Shares to be converted into the right to receive the Per Share Stock Consideration shall be equal to seventy-five percent (75%) of the number of Exchangeable Shares issued and outstanding immediately prior to the Effective Time (the “Aggregate Stock Limit”), and the number of Exchangeable Shares to be converted into the right to receive the Per Share Cash Consideration shall be equal to twenty-five percent (25%) of the number of Exchangeable Shares issued and outstanding immediately prior to the Effective Time (the “Aggregate Cash Limit”). Within five business days ten (10) Business Days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, FirstMerit ABCB shall cause the Exchange Agent to effect the allocation among the holders of CoBancorp Common Exchangeable Shares of rights to receive the Per Share Stock Consideration or the Per Share Cash Consideration in accordance with the Election Forms Statements as follows: (ai) if the Stock Election Number exceeds the Aggregate Stock Limit, then all Cash Elections Less Than Minimum Election Shares and all No Election Shares shall be converted into the right to receive the Per Share Cash Consideration, and each holder’s Stock Election Shares, if any, shall be converted into the right to receive (A) the Per Share Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (1) the number of Stock Election Shares held by such holder by (2) a fraction, the numerator of which is the Aggregate Stock Limit and the denominator of which is the Stock Election Number, and (B) the Per Share Cash Consideration Amount. If in respect of the amount remaining number of cash that would be payable upon the conversion into cash of Stock Election Shares held by such holder; (ii) if the Cash Election Number exceeds the Aggregate Cash Limit, then all Stock Election Shares is less than and all No Election Shares shall be converted into the Minimum right to receive the Per Share Stock Consideration, and each holder’s Cash Election Shares, if any, shall be converted into the right to receive (A) the Per Share Cash Consideration Amount in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (as determined 1) the number of Cash Election Shares held by such holder by (2) a fraction, the Exchange Agent)numerator of which is the Aggregate Cash Limit and the denominator of which is the Cash Election Number, then:and (B) the Per Share Stock Consideration in respect of the remaining number of Cash Election Shares held by such holder; and (iiii) if the Stock Election Number and the Cash Election Number do not exceed the Aggregate Stock Limit and the Aggregate Cash Limit, respectively, then (A) all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration. , (iiB) the Exchange Agent shall select first from among the No Election Shares on a pro rata basis and then (if necessary) from among the all Stock Election Shares on a pro rata basis, a sufficient number of shares ("Cash Designated Shares") on a pro rata basis such that the aggregate amount of the Per Share Cash Consideration that will be payable pursuant to the Merger equals as closely as practicable the Minimum Cash Consideration Amount, and all Cash Designated Shares shall be converted into the right to receive the Per Share Cash Consideration, and (iii) the No Election Shares and the Stock Election Shares which are not Cash Designated Shares shall be converted into the right to receive the Per Share Stock Consideration; or Consideration and (b) Cash Elections More Than Maximum Cash Consideration Amount. If the amount of cash that would be payable upon the conversion into cash of the Cash Election Shares is greater than the Maximum Cash Consideration Amount (as determined by the Exchange Agent), then: (iC) all Stock Election Shares and No Election Shares shall be converted into the right to receive FirstMerit Common Stock, (ii) the Exchange Agent shall select from among the Cash Election Shares on a pro rata basis, a sufficient number shares ("Stock Designated Shares") such that the amount of cash that will be payable pursuant to the Merger equals as closely as practicable, but not in excess of, the Maximum Cash Consideration Amount, and all Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration, and (iii) the Cash Election Shares which are not Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration; or (c) Cash Elections At Least Equal to Minimum Cash Consideration Amount and No More Than Maximum Cash Consideration Amount. If the amount of cash that would be payable upon the conversion into cash of the Cash Election Shares is at least equal to the Minimum Cash Consideration Amount and is no more than the Maximum Cash Consideration Amount (as determined by the Exchange Agent), then subparagraphs (a) and (b) above and subparagraph (d) below shall not apply and all Cash Election Shares shall be converted into the right to receive cash and all Stock Election Shares and No Election Shares shall be converted into the right to receive the Per Share Stock Consideration; and (d) Notwithstanding anything to the contrary herein, any CoBancorp shareholder who has acquired shares of CoBancorp Common Stock through the exercise of stock options, and who elects to receive FirstMerit Common Stock with respect to (all Cash Consideration or a portion of) such shareholder's CoBancorp Common Stock, shall be entitled to the maximum amount of the Per Share Stock Consideration exchanged for such that the shareholder's Stock Election aggregate number of Exchangeable Shares being allocated entitled to receive the shareholder's shares of CoBancorp Common Stock acquired through the exercise of stock options, with any required Per Share Cash Consideration being allocated first is equal to shares the Aggregate Cash Limit and the aggregate number of CoBancorp Common Exchangeable Shares entitled to receive the Per Share Stock acquired other than through Consideration is equal to the exercise of stock options, unless otherwise specifically elected by such shareholderAggregate Stock Limit.

Allocation Procedures. (a) Notwithstanding any other provision contained in this Agreement, 80% of the aggregate number of shares of Bancshares Class A Stock issued and outstanding immediately prior to the Effective Time, other than Excluded Shares (the “Stock Conversion Number”), shall be converted into and canceled in exchange for the right to receive Stock Consideration, and the remaining shares of Bancshares Class A Stock issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, shall be converted into and canceled in exchange for the right to receive Cash Consideration. (b) Within five business days Business Days after the later to occur of the Election Deadline, unless Deadline and the Effective Time has not yet occurredTime, in which case as soon thereafter as practicable, FirstMerit SmartFinancial shall cause the Exchange Agent to effect the allocation among the holders of CoBancorp Common Bancshares Class A Stock of rights to receive the Cash Consideration and the Stock Consideration in accordance with the Election Forms as followsand the following allocation procedures: (ai) If the Stock Election Number exceeds the Stock Conversion Number, then (A) all Cash Election Shares and all Non-Election Shares shall be converted into and canceled in exchange for the right to receive Cash Consideration and (B) each holder of Stock Election Shares will be entitled to receive (1) Stock Consideration in respect of the number of Stock Election Shares held by such holder multiplied by a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, and (2) Cash Elections Less Than Minimum Cash Consideration Amount. in respect of the remainder of such holder’s Stock Election Shares; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount of cash that would by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be payable upon converted into and canceled in exchange for the conversion into cash of right to receive Stock Consideration and the Cash Election Shares and the Non-Election Shares shall be treated in the following manner: (A) If the Shortfall Number is less than or equal to the Minimum Cash Consideration Amount number of Non-Election Shares, then (as determined by the Exchange Agent), then: (i1) all Cash Election Shares shall be converted into and canceled in exchange for the right to receive the Per Share Cash Consideration. Consideration and (ii2) the Exchange Agent shall select first from among the No each holder of Non-Election Shares on a pro rata basis and then shall receive (if necessaryy) from among Stock Consideration in respect of the Stock number of Non-Election Shares on held by such holder multiplied by a pro rata basisfraction, a sufficient the numerator of which is the Shortfall Number and the denominator of which is the total number of shares Non-Election Shares, and ("z) Cash Designated Shares") on a pro rata basis such that the aggregate amount Consideration in respect of the Per Share Cash Consideration that will be payable pursuant to the Merger equals as closely as practicable the Minimum Cash Consideration Amount, and all Cash Designated Shares shall be converted into the right to receive the Per Share Cash Consideration, and (iii) the No remainder of such holder’s Non-Election Shares and the Stock Election Shares which are not Cash Designated Shares shall be converted into the right to receive the Per Share Stock ConsiderationShares; or (bB) Cash Elections More Than Maximum Cash Consideration Amount. If the amount Shortfall Number exceeds the number of cash that would be payable upon the conversion into cash of the Cash Non-Election Shares is greater than the Maximum Cash Consideration Amount (as determined by the Exchange Agent)Shares, then: (i1) all Stock Election Shares and No Non-Election Shares shall be converted into and cancelled in exchange for the right to receive FirstMerit Common Stock,Stock Consideration; (ii2) the Exchange Agent shall select from among the Cash with respect to each holder of Bancshares Class A Stock who has made a Stock Election, such holder’s Stock Election Shares on a pro rata basis, a sufficient number shares ("Stock Designated Shares") such that the amount of cash that will be payable pursuant to the Merger equals as closely as practicable, but not in excess of, the Maximum Cash Consideration Amount, and all Stock Designated Shares shall be converted into and canceled in exchange for the right to receive the Per Share Stock Consideration, and; (iii3) the Cash Election Shares which are not with respect to each holder of Bancshares Class A Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration; or (c) Cash Elections At Least Equal to Minimum Cash Consideration Amount and No More Than Maximum Cash Consideration Amount. If the amount of cash that would be payable upon the conversion into cash of the Cash Election Shares is at least equal to the Minimum Cash Consideration Amount and is no more than the Maximum Cash Consideration Amount (as determined by the Exchange Agent)who has made a Mixed Election, then subparagraphs (a) and (b) above and subparagraph (d) below shall not apply and all such holder’s Cash Election Shares shall be converted into and cancelled in exchange for the right to receive cash Cash Consideration and all such holder’s Stock Election Shares and No Election Shares shall be converted into and cancelled in exchange for the right to receive the Per Share Stock Consideration; and (d4) Notwithstanding anything to the contrary herein, any CoBancorp shareholder who has acquired shares of CoBancorp Common Stock through the exercise of stock options, and who elects to receive FirstMerit Common Stock with respect to each holder of Bancshares Class A Stock who has made a Cash Election, such holder shall receive (all or a portion ofy) such shareholder's CoBancorp Common Stock, shall be entitled to the maximum amount Stock Consideration in respect of the Per Share number of Cash Election Shares held by such holder multiplied by a fraction, the numerator of which is the amount by which the Stock Consideration exchanged for Conversion Number exceeds the shareholder's sum of (i) Non-Election Shares and (ii) Stock Election Shares being allocated to held by holders of Bancshares Class A Stock who have made either a Stock Election or a Mixed Election, and the shareholder's denominator of which is the total number of shares of CoBancorp Common Bancshares Class A Stock acquired through the exercise held by holders of stock optionsBancshares Class A Stock who have made a Cash Election, with any required Per Share and (z) Cash Consideration being allocated first to shares in respect of CoBancorp Common Stock acquired other than through the exercise remainder of stock options, unless otherwise specifically elected by such shareholderholder’s Cash Election Shares.

Allocation Procedures. Within five business days As soon as reasonably practicable after the Election DeadlineExpiration Date, unless the Effective Time has not yet occurredExchange Agent shall determine the number of shares of Eligible CFG Common Stock owned by Qualified Arkansas Residents, in which case as soon thereafter as practicable, FirstMerit the number of other shares of Eligible CFG Common Stock and the number of shares of Qualified Arkansas Residents who requested either all HBI Preferred Stock or all Cash Consideration or a Mixed Consideration for their Merger Consideration. CBI and HBI shall cause the Exchange Agent to effect allocate the allocation Merger Consideration among the holders of CoBancorp Eligible CFG Common Stock in accordance with Stock, which shall be effected by the Election Forms Exchange Agent as follows: (a1) Cash Elections Less Than Minimum Cash If after giving effect to the shares of Eligible CFG Common Stock owned by Qualified Arkansas Residents and the Requested Consideration Amount. If (the "Preliminary Calculation"), the amount of cash that would shares of HBI Preferred Stock to be payable upon the conversion into cash issued as part of the Cash Election Shares is less than Merger Consideration does not equal or exceed the Minimum Required Percentage, then the requests for all Per Share Cash Consideration Amount (as determined and all requests for Mixed Consideration shall be disregarded by the Exchange Agent), then: (i) the requests for all Cash Election Shares HBI Preferred Stock shall be converted into given effect and the right percentage of Merger Consideration that is Cash Consideration given to receive the Per Share Cash Consideration. (ii) the Exchange Agent each Qualified Arkansas Resident shall select first from among the No Election Shares be reduced on a pro rata basis and then (if necessary) from among the HBI Preferred Stock Election Shares on a pro rata basis, a sufficient number of shares ("Cash Designated Shares") shall be increased on a pro rata basis by such that the aggregate amount of the Per Share Cash Consideration that will be payable pursuant sufficient to the Merger equals as closely as practicable the Minimum Cash Consideration Amount, and all Cash Designated Shares shall be converted into the right to receive the Per Share Cash Consideration, and (iii) the No Election Shares and the Stock Election Shares which are not Cash Designated Shares shall be converted into the right to receive the Per Share Stock Consideration; or (b) Cash Elections More Than Maximum Cash Consideration Amount. If cause the amount of cash that would be payable upon the conversion into cash HBI Preferred Stock issued as part of the Cash Election Shares is greater than Merger Consideration to equal the Maximum Required Percentage. (2) If after the Preliminary Calculation, the amount of HBI Preferred Stock to be issued as part of the Merger Consideration equals the Required Percentage, the Requested Consideration shall be given effect. (3) If after the Preliminary Calculation, the amount of HBI Preferred Stock to be issued as part of the Merger Consideration exceeds the Required Percentage, then the requests for all Cash Consideration Amount (as determined by the Exchange Agent), then: (i) all Stock Election Shares and No Election Shares shall be converted into given effect and the right percentage of Merger Consideration that is Cash Consideration given to receive FirstMerit Common Stock, (ii) the Exchange Agent each Qualified Arkansas Resident shall select from among the Cash Election Shares be increased on a pro rata basis, a sufficient number shares ("basis and the requests for HBI Preferred Stock Designated Shares") such that the amount of cash that will be payable pursuant to the Merger equals as closely as practicable, but not in excess of, the Maximum Cash Consideration Amount, and all Stock Designated Shares shall be converted into reduced on a pro rata basis to equal the right to receive the Per Share Stock Consideration, and (iii) the Cash Election Shares which are not Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration; or (c) Cash Elections At Least Equal to Minimum Cash Consideration Amount and No More Than Maximum Cash Consideration Amount. If the amount of cash that would be payable upon the conversion into cash of the Cash Election Shares is at least equal to the Minimum Cash Consideration Amount and is no more than the Maximum Cash Consideration Amount (as determined by the Exchange Agent), then subparagraphs (a) and (b) above and subparagraph (d) below shall not apply and all Cash Election Shares shall be converted into the right to receive cash and all Stock Election Shares and No Election Shares shall be converted into the right to receive the Per Share Stock Consideration; and (d) Notwithstanding anything to the contrary herein, any CoBancorp shareholder who has acquired shares of CoBancorp Common Stock through the exercise of stock options, and who elects to receive FirstMerit Common Stock with respect to (all or a portion of) such shareholder's CoBancorp Common Stock, shall be entitled to the maximum amount of the Per Share Stock Consideration exchanged for the shareholder's Stock Election Shares being allocated to the shareholder's shares of CoBancorp Common Stock acquired through the exercise of stock options, with any required Per Share Cash Consideration being allocated first to shares of CoBancorp Common Stock acquired other than through the exercise of stock options, unless otherwise specifically elected by such shareholderRequired Percentage.

Allocation Procedures. Within five business days after The procedures for allocating IPO Shares --------------------- shall be as follows (or shall conform to such other procedures as the Election Deadline, unless managing underwriters of the Effective Time has not yet occurred, in which case as soon thereafter as practicable, FirstMerit shall cause the Exchange Agent to effect the allocation among the holders of CoBancorp Common Stock in accordance with the Election Forms as follows:IPO may reasonably propose): (a) Cash Elections Less Than Minimum Cash Consideration Amount. If The Company shall deliver a notice in accordance with Section 166 ("IPO Notice") to the Series C Investors and the Series E Investors stating (i) its bona fide intention to consummate the IPO, (ii) the amount of cash that would Common Stock proposed to be payable upon offered (including the conversion into cash number of shares, when determined) and (iii) the proposed price range (if such a price range will be set forth on the cover of the Cash Election preliminary prospectus). The preliminary prospectus for the IPO shall accompany the IPO Notice if available or shall be delivered to the Series C Investors and the Series E Investors as soon after delivery of the IPO Notice as such preliminary prospectus becomes available. (b) Each Series C Investor shall have the right to purchase from the managing underwriters, at the public offering price appearing on the final prospectus for the IPO, up to that number of Series C IPO Shares is less than (the Minimum Cash Consideration Amount (as determined Series C Investor's "IPO Pro Rata Share") that equals that number of Series C IPO Shares multiplied by the Exchange Agent), then: (i) the number of shares of Common Stock of the Company then issued or issuable to that Series C Investor upon conversion of shares of Series C Preferred Stock ("Series C Conversion Shares") divided by (ii) the number of Series C Conversion Shares then held or deemed to be held by all Cash Election Shares of the Series C Investors. (c) Each Series E Investor shall be converted into have the right to receive purchase from the Per managing underwriters, at the public offering price appearing on the final prospectus for the IPO, up to that number of Series E IPO Shares (the Series E Investor's "IPO Pro Rata Share") that equals the full number of Series E IPO Shares multiplied by (i) the number of shares of Common Stock of the Company then issued or issuable to that Series E Investor upon conversion of shares of Series E Preferred Stock (the "Series E Conversion Shares") divided by (ii) the number of Series E Conversion Shares then held or deemed to be held by all of the Series E Investors. (d) Each Series C Investor that offers to purchase its full IPO Pro Rata Share Cash Consideration.(a "Fully-Exercising Series C Investor") may, by so specifying in its notice of election, offer to purchase Series C IPO Shares for which other Series C Investors were entitled to subscribe but which were not subscribed for by such Series C Investors; including Series C Investors whose subscriptions are void pursuant to Section 8.3(f) (the "Unsubscribed Series C IPO Shares"). In making such offer, the Fully-Exercising Series C Investor shall specify the maximum number of shares that such Fully-Exercising Series C Investor is offering to purchase, or alternatively may state that it is offering to purchase any and all shares that are allocated to the Series C Investors. Such Fully- Exercising Series C Investor shall be entitled to purchase up to that portion of the Series C IPO Shares that is equal to (i) the number of Series C Conversion Shares then held or deemed to be held by that Fully-Exercising Series C Investor divided by (ii) the Exchange Agent shall select first from among the No Election Shares on a pro rata basis and then (if necessary) from among the Stock Election Shares on a pro rata basis, a sufficient number of shares ("Cash Designated Shares") on a pro rata basis such that the aggregate amount Series C Conversion Shares then held or deemed to be held by all of the Per Share Cash Consideration that will be payable pursuant to Fully-Exercising Series C Investors who are subscribing for the Merger equals as closely as practicable Unsubscribed Series C IPO Shares. Any Series C IPO Shares remaining unallocated at the Minimum Cash Consideration Amount, and all Cash Designated Shares conclusion of such reallocation among Fully-Exercising Series C Investors shall be converted into further reallocated at the right to receive the Per Share Cash Consideration, and (iii) the No Election Shares and the Stock Election Shares which are not Cash Designated Shares shall be converted into the right to receive the Per Share Stock Consideration; or (b) Cash Elections More Than Maximum Cash Consideration Amount. If the amount of cash that would be payable upon the conversion into cash sole discretion of the Cash Election Shares is greater than the Maximum Cash Consideration Amount (as determined by the Exchange Agent), then: (i) all Stock Election Shares and No Election Shares shall be converted into the right to receive FirstMerit Common Stock, (ii) the Exchange Agent shall select from among the Cash Election Shares on a pro rata basis, a sufficient number shares ("Stock Designated Shares") such that the amount of cash that will be payable pursuant to the Merger equals as closely as practicable, but not in excess of, the Maximum Cash Consideration Amount, and all Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration, and (iii) the Cash Election Shares which are not Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration; or (c) Cash Elections At Least Equal to Minimum Cash Consideration Amount and No More Than Maximum Cash Consideration Amount. If the amount of cash that would be payable upon the conversion into cash of the Cash Election Shares is at least equal to the Minimum Cash Consideration Amount and is no more than the Maximum Cash Consideration Amount (as determined by the Exchange Agent), then subparagraphs (a) and (b) above and subparagraph (d) below shall not apply and all Cash Election Shares shall be converted into the right to receive cash and all Stock Election Shares and No Election Shares shall be converted into the right to receive the Per Share Stock Consideration; and (d) Notwithstanding anything to the contrary herein, any CoBancorp shareholder who has acquired shares of CoBancorp Common Stock through the exercise of stock options, and who elects to receive FirstMerit Common Stock with respect to (all or a portion of) such shareholder's CoBancorp Common Stock, shall be entitled to the maximum amount of the Per Share Stock Consideration exchanged for the shareholder's Stock Election Shares being allocated to the shareholder's shares of CoBancorp Common Stock acquired through the exercise of stock options, with any required Per Share Cash Consideration being allocated first to shares of CoBancorp Common Stock acquired other than through the exercise of stock options, unless otherwise specifically elected by such shareholdermanaging underwriters.

Allocation Procedures. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, FirstMerit shall cause the Exchange Agent to effect the The allocation among the holders of CoBancorp shares of Seller Common Stock in accordance with of rights to receive the Election Forms Stock Consideration or the Cash Consideration will be made as follows: (ai) Cash Elections Less Than Minimum Cash Consideration Amount. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 2.2 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which 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 being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount of cash that would by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be payable upon converted into the conversion into cash of right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the Minimum Cash Consideration Amount (as determined by the Exchange Agent)number of Non-Election Shares, then: (i) then all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration. Consideration and, subject to Section 2.2 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (iix) the Exchange Agent shall select first from among the No number of Non-Election Shares on held by such holder by (y) a pro rata basis fraction, the numerator of which is the Shortfall Number and then (if necessary) from among the Stock denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares on a pro rata basis, a sufficient number of shares ("Cash Designated Shares") on a pro rata basis such that the aggregate amount of the Per Share Cash Consideration that will be payable pursuant to the Merger equals as closely as practicable the Minimum Cash Consideration Amount, and all Cash Designated Shares shall be being converted into the right to receive the Per Share Cash Consideration, and (iii) the No Election Shares and the Stock Election Shares which are not Cash Designated Shares shall be converted into the right to receive the Per Share Stock Consideration; or (bB) Cash Elections More Than Maximum Cash Consideration Amount. If if the amount Shortfall Number exceeds the number of cash that would be payable upon the conversion into cash of the Cash Non-Election Shares is greater than the Maximum Cash Consideration Amount (as determined by the Exchange Agent), then: (i) all Stock Election Shares and No Election Shares shall be converted into the right to receive FirstMerit Common Stock, (ii) the Exchange Agent shall select from among the Cash Election Shares on a pro rata basis, a sufficient number shares ("Stock Designated Shares") such that the amount of cash that will be payable pursuant to the Merger equals as closely as practicable, but not in excess of, the Maximum Cash Consideration Amount, and all Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration, and (iii) the Cash Election Shares which are not Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration; or (c) Cash Elections At Least Equal to Minimum Cash Consideration Amount and No More Than Maximum Cash Consideration Amount. If the amount of cash that would be payable upon the conversion into cash of the Cash Election Shares is at least equal to the Minimum Cash Consideration Amount and is no more than the Maximum Cash Consideration Amount (as determined by the Exchange Agent), then subparagraphs (a) and (b) above and subparagraph (d) below shall not apply and all Cash Election Shares shall be converted into the right to receive cash and all Stock Election Shares and No Non-Election Shares shall be converted into the right to receive the Per Share Stock Consideration; , and (d) Notwithstanding anything , subject to Section 2.2 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the contrary hereinproduct obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, any CoBancorp shareholder who has acquired shares the numerator of CoBancorp Common Stock through which is the exercise amount by which the Shortfall Number exceeds the total number of stock optionsNon-Election Shares and the denominator of which is the total number of Cash Election Shares, and who elects to receive FirstMerit Common Stock with respect to (all or a portion of) the remaining number of such shareholder's CoBancorp Common Stock, shall be entitled to the maximum amount of the Per Share Stock Consideration exchanged for the shareholder's Stock holder’s Cash Election Shares being allocated converted into the right to receive the shareholder's shares of CoBancorp Common Stock acquired through the exercise of stock options, with any required Per Share Cash Consideration being allocated first to shares of CoBancorp Common Stock acquired other than through the exercise of stock options, unless otherwise specifically elected by such shareholderConsideration.

Allocation Procedures. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, FirstMerit shall cause the Exchange Agent to effect the The allocation among the holders of CoBancorp shares of Seller Common Stock in accordance with of rights to receive the Election Forms Stock Consideration or the Cash Consideration will be made as follows: (ai) Cash Elections Less Than Minimum Cash Consideration Amount. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 2.2 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which 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 being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount of cash that would by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be payable upon converted into the conversion into cash of right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the Minimum Cash Consideration Amount (as determined by the Exchange Agent)number of Non-Election Shares, then: (i) then all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration. Consideration and, subject to Section 2.2 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (iix) the Exchange Agent shall select first from among the No number of Non-Election Shares on held by such holder by (y) a pro rata basis fraction, the numerator of which is the Shortfall Number and then (if necessary) from among the Stock denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares on a pro rata basis, a sufficient number of shares ("Cash Designated Shares") on a pro rata basis such that the aggregate amount of the Per Share Cash Consideration that will be payable pursuant to the Merger equals as closely as practicable the Minimum Cash Consideration Amount, and all Cash Designated Shares shall be being converted into the right to receive the Per Share Cash Consideration, and (iii) the No Election Shares and the Stock Election Shares which are not Cash Designated Shares shall be converted into the right to receive the Per Share Stock Consideration; or (bB) Cash Elections More Than Maximum Cash Consideration Amount. If if the amount Shortfall Number exceeds the number of cash that would be payable upon the conversion into cash of the Cash Non-Election Shares is greater than the Maximum Cash Consideration Amount (as determined by the Exchange Agent), then: (i) all Stock Election Shares and No Election Shares shall be converted into the right to receive FirstMerit Common Stock, (ii) the Exchange Agent shall select from among the Cash Election Shares on a pro rata basis, a sufficient number shares ("Stock Designated Shares") such that the amount of cash that will be payable pursuant to the Merger equals as closely as practicable, but not in excess of, the Maximum Cash Consideration Amount, and all Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration, and (iii) the Cash Election Shares which are not Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration; or (c) Cash Elections At Least Equal to Minimum Cash Consideration Amount and No More Than Maximum Cash Consideration Amount. If the amount of cash that would be payable upon the conversion into cash of the Cash Election Shares is at least equal to the Minimum Cash Consideration Amount and is no more than the Maximum Cash Consideration Amount (as determined by the Exchange Agent), then subparagraphs (a) and (b) above and subparagraph (d) below shall not apply and all Cash Election Shares shall be converted into the right to receive cash and all Stock Election Shares and No Non-Election Shares shall be converted into the right to receive the Per Share Stock Consideration; , and (d) Notwithstanding anything , subject to Section 2.2 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the contrary hereinproduct obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, any CoBancorp shareholder who has acquired shares the numerator of CoBancorp Common Stock through which is the exercise amount by which (1) the Shortfall Number exceeds (2) the total number of stock optionsNon-Election Shares and the denominator of which is the total number of Cash Election Shares, and who elects to receive FirstMerit Common Stock with respect to (all or a portion of) the remaining number of such shareholder's CoBancorp Common Stock, shall be entitled to the maximum amount of the Per Share Stock Consideration exchanged for the shareholder's Stock holder’s Cash Election Shares being allocated converted into the right to receive the shareholder's shares of CoBancorp Common Stock acquired through the exercise of stock options, with any required Per Share Cash Consideration being allocated first to shares of CoBancorp Common Stock acquired other than through the exercise of stock options, unless otherwise specifically elected by such shareholderConsideration.

Allocation Procedures. Within five business days As soon as reasonably practicable after the Election DeadlineEffective Time, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, FirstMerit GCBS shall cause the Exchange Agent to effect allocate the allocation Total Cash Merger Consideration and Total Stock Merger Consideration among the holders of CoBancorp CVBG Common Stock in accordance with and CVBG Stock Options, which shall be effected by the Election Forms Exchange Agent as follows: (ai) Mandatory Cash Elections Less Than Minimum Shares and CVBG Stock Options shall be paid their appropriate portion of the Total Cash Consideration Amount. Merger Consideration. (ii) If the amount of cash that would be payable upon the conversion into cash of remaining Total Cash Merger Consideration is greater than the Cash Election Shares is less than the Minimum Cash Consideration Amount (as determined by the Exchange Agent)Amount, then: 1. each Cash Election Share shall be converted into the right to receive an amount of cash equal to the Per Share Cash Consideration; 2. the Exchange Agent will select, on a pro rata basis, first from among the holders of No Election Shares and then, if necessary, from among the holders of Stock Election Shares, a sufficient number of such shares (i“Cash Designee Shares”) all such that the sum of Cash Designee Shares and Cash Election Shares multiplied by the Per Share Cash Consideration equals as closely as practicable the Total Cash Merger Consideration. Each Cash Designee Share shall be converted into the right to receive the Per Share Cash Consideration. (ii) the Exchange Agent shall select first from among the No Election Shares on a pro rata basis and then (if necessary) from among the Stock Election Shares on a pro rata basis, a sufficient number of shares ("Cash Designated Shares") on a pro rata basis such that the aggregate amount of the Per Share Cash Consideration that will be payable pursuant to the Merger equals as closely as practicable the Minimum Cash Consideration Amount, and all Cash Designated Shares shall be converted into the right to receive the Per Share Cash Consideration, ; and 3. each remaining unconverted share of CVBG Common Stock (iiiafter application of subsections (1) the No Election Shares and the Stock Election Shares which are not Cash Designated Shares (2) above) shall be converted into the right to receive the Per Share Stock Consideration; or. (biii) Cash Elections More Than Maximum Cash Consideration Amount. If the amount of cash that would be payable upon the conversion into cash of remaining Total Cash Merger Consideration is less than the Cash Election Shares is greater than the Maximum Cash Consideration Amount (as determined by the Exchange Agent), then: (i) all 1. each Stock Election Shares Share and each No Election Shares shall be converted into the right to receive FirstMerit Common Stock, (ii) the Exchange Agent shall select from among the Cash Election Shares on a pro rata basis, a sufficient number shares ("Stock Designated Shares") such that the amount of cash that will be payable pursuant to the Merger equals as closely as practicable, but not in excess of, the Maximum Cash Consideration Amount, and all Stock Designated Shares Share shall be converted into the right to receive the Per Share Stock Consideration; 2. the Exchange Agent will select, and on a pro rata basis from among the holders of Cash Election Shares, a sufficient number of such shares (iii“Stock Designee Shares”) such that the number of such Stock Designee Shares multiplied by the Per Share Cash Consideration equals as closely as practicable the difference between the Cash Election Shares which are not Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration; or (c) Cash Elections At Least Equal to Minimum Cash Consideration Amount and No More Than Maximum the Total Cash Consideration AmountMerger Consideration. If the amount of cash that would be payable upon the conversion into cash of the Cash Election Shares is at least equal to the Minimum Cash Consideration Amount and is no more than the Maximum Cash Consideration Amount (as determined by the Exchange Agent), then subparagraphs (a) and (b) above and subparagraph (d) below shall not apply and all Cash Election Shares shall be converted into the right to receive cash and all The Stock Election Shares and No Election Designee Shares shall be converted into the right to receive the Per Share Stock Consideration; and 3. each remaining unconverted share of CVBG Common Stock (dafter application of subsections (1) Notwithstanding anything and (2) above) shall be converted into the right to receive an amount of cash equal to the contrary herein, any CoBancorp shareholder who has acquired shares Per Share Cash Consideration. (iv) In the event the Exchange Agent is required pursuant to this Section 1.5 to designate from among all holders of CoBancorp Common Cash Election Shares the Stock through the exercise of stock options, and who elects Designee Shares to receive FirstMerit Common Stock with respect to (all or a portion of) such shareholder's CoBancorp Common Stock, shall be entitled to the maximum amount of the Per Share Stock Consideration exchanged for the shareholder's Stock Consideration, each holder of Cash Election Shares being shall be allocated a pro rata portion of the total Stock Designee Shares. Such pro ration shall reflect the proportion that the number of Cash Election Shares of each holder of Cash Election Shares bears to the shareholder's shares total number of CoBancorp Common Stock acquired through the exercise of stock options, with any required Per Share Cash Consideration being allocated first to shares of CoBancorp Common Stock acquired other than through the exercise of stock options, unless otherwise specifically elected by such shareholderElection Shares. Adjustments may be made for rounding purposes.

Allocation Procedures. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, FirstMerit shall cause the Exchange Agent to effect the The allocation among the holders of CoBancorp CorpBank Stock of Bancorp Common Stock in accordance with the Election Forms or cash pursuant to this Section 1.3 shall be effected as follows: (ai) Cash Elections Less Than Minimum Cash Consideration Amount. If the amount of cash that would be payable upon the conversion into cash of the Cash Election Shares is Not less than the Minimum Cash Consideration Amount Elected Percentage of the CorpBank Shares issued and outstanding at the Effective Time of the Merger (including dissenting Shares) will be converted into Bancorp Common (the "Stock Conversion Number"). (ii) If less than the Elected Percentage of CorpBank Stock issued and outstanding at the Effective Time of the Merger (including Dissenting Shares) are Stock Election Shares, allocation of Bancorp Common and cash will be made as determined by the Exchange Agent), thenfollows: (iA) First, all Cash Stock Election Shares shall be converted into the right to receive the Per Share Cash Consideration.Bancorp Common; (iiB) Second, the Exchange Agent shall select first from among the convert all No Election Shares on to Stock Election Shares ("Additional Stock Election Shares") in the event that the aggregate No Election Shares so converted, when added to shares converted into Bancorp Common pursuant to clause (ii) (A) above, are equal to or less than the Stock Conversion Number; (C) Third, in the event that conversion of all No Election Shares to Additional Stock Election Shares pursuant to clause (ii) (B) would result in the issuance of a pro rata basis and then (if necessary) from among number of shares of Bancorp Common, when added to the shares of Bancorp Common to be issued in respect of the Stock Election Shares, in excess of the Stock Conversion Number, the number of No Election Shares on a pro rata basis, a sufficient converted to Additional Stock Election Shares shall be reduced so that the aggregate number of shares ("Cash Designated Shares") on of Bancorp Common to be issued as a result of the Merger does not exceed the Stock Conversion Number; and the aggregate Additional Stock Election Shares created upon the conversion of No Election Shares shall then be allocated pro rata basis to each holder of No Election Shares in the proportion the total No Election Shares of such holder bears to the total number of No Election Shares of all shareholders; (D) Fourth, in the event that conversion of all No Election Shares to Additional Stock Election Shares pursuant to clause (ii) (B) would result in the issuance of a number of shares of Bancorp Common to be issued in respect of the Stock Election, which is less than the Stock Conversion Number, in addition to all No Election Shares, the Exchange Agent shall convert an aggregate number of Cash Election Shares to Additional Stock Election Shares, such that the aggregate amount number of Stock Election Shares and all Additional Stock Election Shares shall equal the Per Share Stock Conversion Number; and the aggregate Additional Stock Election Shares to be created upon the conversion of Cash Consideration Election Shares shall then be allocated pro rata to each holder of Cash Election Shares in the proportion that will be payable pursuant the total Cash Election Shares of such holder bear to the Merger equals as closely as practicable total number of Cash Election Shares of all shareholders; and (E) Fifth, after the Minimum Cash Consideration Amountallocation in clauses (ii) (A) through (D) have been made, and all Cash Designated Shares remaining shares of CorpBank Stock shall be converted into the right to receive the Per Share Cash Consideration, andcash. (iii) If more than the No Election Shares Elected Percentage of the total number of shares of CorpBank Stock issued and outstanding at the Effective Time of the Merger (including Dissenting Shares) are Stock Election Shares which are not Cash Designated Shares shall Shares, allocation of Bancorp Common and cash will be converted into the right to receive the Per Share Stock Consideration; or (b) Cash Elections More Than Maximum Cash Consideration Amount. If the amount of cash that would be payable upon the conversion into cash of the Cash Election Shares is greater than the Maximum Cash Consideration Amount (made as determined by the Exchange Agent), thenfollows: (iA) First, all Stock Cash Election Shares and No Election Shares shall be converted into the right to receive FirstMerit Common Stock,cash; (iiB) Second, the Exchange Agent shall select from among the convert an aggregate number of Stock Election Shares to Cash Election Shares on a pro rata basis, a sufficient number shares ("Stock Designated Additional Cash Shares") such so that the amount aggregate number of shares to be converted into cash that will be payable pursuant to as a result of the Merger equals as closely as practicable, but the total number of shares of CorpBank Stock immediately prior to the Effective Time of the Merger minus the Stock Conversion Number; and the aggregate Additional Cash Election Shares created upon conversion of Stock Election Shares shall then be allocated pro rata to each holder of Stock Election Shares in the proportion that the total Stock Election Shares of such holder have to the total number of Stock Election Shares of all shareholders; and (C) Any Stock Election Shares not in excess of, the Maximum converted to Additional Cash Consideration Amount, and all Stock Designated Election Shares pursuant to clause (iii) (B) above shall be converted into the right to receive the Per Share Stock Consideration, and (iii) the Cash Election Shares which are not Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration; or (c) Cash Elections At Least Equal to Minimum Cash Consideration Amount and No More Than Maximum Cash Consideration Amount. If the amount of cash that would be payable upon the conversion into cash of the Cash Election Shares is at least equal to the Minimum Cash Consideration Amount and is no more than the Maximum Cash Consideration Amount (as determined by the Exchange Agent), then subparagraphs (a) and (b) above and subparagraph (d) below shall not apply and all Cash Election Shares shall be converted into the right to receive cash and all Stock Election Shares and No Election Shares shall be converted into the right to receive the Per Share Stock Consideration; and (d) Notwithstanding anything to the contrary herein, any CoBancorp shareholder who has acquired shares of CoBancorp Common Stock through the exercise of stock options, and who elects to receive FirstMerit Common Stock with respect to (all or a portion of) such shareholder's CoBancorp Common Stock, shall be entitled to the maximum amount of the Per Share Stock Consideration exchanged for the shareholder's Stock Election Shares being allocated to the shareholder's shares of CoBancorp Common Stock acquired through the exercise of stock options, with any required Per Share Cash Consideration being allocated first to shares of CoBancorp Common Stock acquired other than through the exercise of stock options, unless otherwise specifically elected by such shareholderBancorp Common.

Allocation Procedures. Within five business days As soon as reasonably practicable after the Election DeadlineEffective Time, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, FirstMerit Xxxxxx County shall cause the Exchange Agent to effect allocate the allocation Total Cash Merger Consideration and Total Stock Merger Consideration among the holders of CoBancorp Independent Common Stock in accordance with Stock, which shall be effected by the Election Forms Exchange Agent as follows: (ai) Cash Elections Less Than Minimum Cash Consideration Amount. If the amount of cash that would be payable upon the conversion into cash of Total Cash Merger Consideration is greater than the Cash Election Shares is less than the Minimum Cash Consideration Amount (as determined by the Exchange Agent)Amount, then: (iA) all each Cash Election Share shall be converted into the right to receive an amount of cash equal to the Per Share Cash Consideration; (B) the Exchange Agent will select, on a pro rata basis, first from among the holders of No Election Shares and then, if necessary, from among the holders of Stock Election Shares, a sufficient number of such shares (“Cash Designee Shares”) such that the sum of Cash Designee Shares and Cash Election Shares multiplied by the Per Share Cash Consideration equals as closely as practicable the Total Cash Merger Consideration. Each Cash Designee Share shall be converted into the right to receive the Per Share Cash Consideration. (ii) the Exchange Agent shall select first from among the No Election Shares on a pro rata basis and then (if necessary) from among the Stock Election Shares on a pro rata basis, a sufficient number of shares ("Cash Designated Shares") on a pro rata basis such that the aggregate amount of the Per Share Cash Consideration that will be payable pursuant to the Merger equals as closely as practicable the Minimum Cash Consideration Amount, and all Cash Designated Shares shall be converted into the right to receive the Per Share Cash Consideration, ; and (iiiC) the No Election Shares each remaining unconverted share of Independent Common Stock (after application of subsections (A) and the Stock Election Shares which are not Cash Designated Shares (B) above) shall be converted into the right to receive the Per Share Stock Consideration; or. (bii) Cash Elections More Than Maximum Cash Consideration Amount. If the amount of cash that would be payable upon the conversion into cash of Total Cash Merger Consideration is less than the Cash Election Shares is greater than the Maximum Cash Consideration Amount (as determined by the Exchange Agent), then: (iA) all each Stock Election Shares Share and each No Election Share (other than any No Election Shares shall be converted into the right to receive FirstMerit held by holders of less than 100 shares of Independent Common Stock, (ii) the Exchange Agent shall select from among the , which shares are automatically deemed Cash Election Shares on a pro rata basis, a sufficient number shares ("Stock Designated Shares") such that the amount of cash that will be payable pursuant to the Merger equals as closely as practicable, but not in excess of, the Maximum Cash Consideration Amount, and all Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration, and; (iiiB) the Exchange Agent will select, on a pro rata basis from among the holders of Cash Election Shares (other than holders of No Election Shares holding less than 100 shares of Independent Common Stock), a sufficient number of such shares (“Stock Designee Shares”) such that the number of such Stock Designee Shares multiplied by the Per Share Cash Consideration equals as closely as practicable the difference between the Cash Election Shares which are not Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration; or (c) Cash Elections At Least Equal to Minimum Cash Consideration Amount and No More Than Maximum the Total Cash Consideration AmountMerger Consideration. If the amount of cash that would be payable upon the conversion into cash of the Cash Election Shares is at least equal to the Minimum Cash Consideration Amount and is no more than the Maximum Cash Consideration Amount (as determined by the Exchange Agent), then subparagraphs (a) and (b) above and subparagraph (d) below shall not apply and all Cash Election Shares shall be converted into the right to receive cash and all The Stock Election Shares and No Election Designee Shares shall be converted into the right to receive the Per Share Stock Consideration; and (dC) Notwithstanding anything each remaining unconverted share of Independent Common Stock (after application of subsections (A) and (B) above) shall be converted into the right to receive an amount of cash equal to the contrary herein, any CoBancorp shareholder who has acquired shares of CoBancorp Common Per Share Cash Consideration. (iii) In the event that the Exchange Agent is required pursuant to this Section 2.06 to designate from among all Stock through Election Shares the exercise of stock options, and who elects Cash Designee Shares to receive FirstMerit Common the Per Share Cash Consideration, each holder of Stock with respect to (all or a portion of) such shareholder's CoBancorp Common Stock, Election Shares shall be entitled allocated a pro rata portion of the total Cash Designee Shares. Such pro ration shall reflect the proportion that the number of Stock Election Shares of each holder of Stock Election Shares bears to the maximum amount total number of Stock Election Shares. (iv) In the event the Exchange Agent is required pursuant to this Section 2.06 to designate from among all holders of Cash Election Shares the Stock Designee Shares to receive the Per Share Stock Consideration exchanged for the shareholder's Stock Consideration, each holder of Cash Election Shares being (other than holders of No Election Shares holding less than 100 shares of Independent Common Stock) shall be allocated a pro rata portion of the total Stock Designee Shares. Such pro ration shall reflect the proportion that the number of Cash Election Shares of each holder of Cash Election Shares bears to the shareholder's shares total number of CoBancorp Common Stock acquired through the exercise of stock options, with any required Per Share Cash Consideration being allocated first to shares of CoBancorp Common Stock acquired other than through the exercise of stock options, unless otherwise specifically elected by such shareholderElection Shares.