Common use of Alternative Merger Consideration Clause in Contracts

Alternative Merger Consideration. In the event that the Cash Alternative Structure is required to be effected, then notwithstanding anything to the contrary provided for in Sections 2.6(a) or (b), at the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of Parent Common Stock or Company Common Stock, each Share issued and outstanding immediately prior to the Effective Time (other than Shares canceled pursuant to Section 2.6(c)) shall be cancelled, extinguished and converted into the right to receive: (a) If Purchaser shall have purchased, pursuant to the Offer, the Maximum Offer Number, (i) cash, in an amount equal to the product of (x) Cash Proration Factor Two (as defined below), multiplied by (y) the product of the Exchange Ratio and the Adjusted Parent Common Stock Price (as defined below); and (ii) a number (rounded to the nearest ten-thousandth of a share) of fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Exchange Ratio multiplied by (y) one minus Cash Proration Factor Two. (b) If the Offer is terminated pursuant to Section 1.1(b) or if the Purchased Share Number is less than the Maximum Offer Number, (i) cash, in an amount equal to the sum of (x) the product of Cash Proration Factor One, multiplied by $37.125 plus (y) the product of (A) Cash Proration Factor Two minus Cash Proration Factor One, multiplied by (B) the product of the Exchange Ratio and the Adjusted Parent Common Stock Price and (ii) a number (rounded to the nearest ten-thousandth of a share) of fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Exchange Ratio multiplied by (y) one minus Cash Proration Factor Two.

Alternative Merger Consideration. In the event that the Cash Alternative Structure is required to be effected, then notwithstanding anything to the contrary provided for in Sections Section 2.6(a) or (b), at the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of Parent Common Stock or Company Common Stock, each Share issued and outstanding immediately prior to the Effective Time (other than Shares canceled pursuant to Section 2.6(c)) shall be cancelled, extinguished and converted into the right to receive: (a) If Purchaser shall have purchased, pursuant to the Offer, the Maximum Offer Number, (i) cash, in an amount equal to the product of (x) Cash Proration Factor Two (as defined below), multiplied by (y) the product of the Exchange Ratio and the Adjusted Parent Common Stock Price (as defined below); and (ii) a number (rounded to the nearest ten-thousandth of a share) of fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Exchange Ratio multiplied by (y) one minus Cash Proration Factor Two. (b) If the Offer is terminated pursuant to Section 1.1(b) or if the Purchased Share Number is less than the Maximum Offer Number, (i) cash, in an amount equal to the sum of (x) the product of Cash Proration Factor One, multiplied by $37.125 plus (y) the product of (A) Cash Proration Factor Two minus Cash Proration Factor One, multiplied by (B) the product of the Exchange Ratio and the Adjusted Parent Common Stock Price and (ii) a number (rounded to the nearest ten-thousandth of a share) of fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Exchange Ratio multiplied by (y) one minus Cash Proration Factor Two.