Common use of Cash Election Adjustments Clause in Contracts

Cash Election Adjustments. If the aggregate number of Shares covered by Cash Elections (the “Cash Election Shares”) exceeds the Cash Election Number, each Cash Election Share shall be converted into (i) the right to receive an amount in cash, without interest, equal to the product of (A) the Cash Consideration and (B) a fraction (the “Cash Fraction”), the numerator of which shall be the Cash Election Number and the denominator of which shall be the total number of Cash Election Shares, and (ii) a number of shares of Parent Common Stock equal to the product of (A) the Exchange Ratio and (B) an amount equal to one minus the Cash Fraction. If the Cash Election Shares are less than the Cash Election Number, then the right to receive a share of Parent Common Stock included in the Stock Consideration shall be converted into (x) the right to receive an amount in cash, without interest, equal to the product of (A) the Cash Consideration and (B) a fraction (the “Stock Fraction”) the numerator of which is the excess of (1) the number of Shares that are not Cash Election Shares (the “Stock Election Shares”) included in the Stock Consideration over (2) the Cash Election Number, and the denominator of which is the total number of shares of Stock Election Shares, and (y) the number of shares of Parent Common Stock equal to the product of (A) the Exchange Ratio and (B) an amount equal to one minus the Stock Fraction.

Cash Election Adjustments. If the aggregate number of Company Shares covered by Cash Elections (the “Cash Election Shares”"CASH ELECTION SHARES") exceeds the Cash Election Number, each Cash Election Share shall be converted into (i) the right to receive an amount in cash, without interest, equal to the product of (Aa) the Cash Consideration and (Bb) a fraction (the “Cash Fraction”"CASH FRACTION"), the numerator of which shall be the Cash Election Number and the denominator of which shall be the total number of Cash Election Shares, and (ii) a number of shares of Parent Common Stock equal to the product of (Aa) the Exchange Ratio and (Bb) an amount a fraction equal to one minus the Cash Fraction. If the Cash Election Shares are less than the Cash Election Number, then the right to receive a share of Parent Common Stock included in the Stock Consideration shall be converted into (x) the right to receive an amount in cash, without interest, equal to the product of (Aa) the Cash Consideration and (Bb) a fraction (the “Stock Fraction”"STOCK FRACTION") the numerator of which is the excess of (1) the number of Company Shares that are not Cash Election Shares (the “Stock Election Shares”"STOCK ELECTION SHARES") included in the Stock Consideration over (2) the Cash Election Number, and the denominator of which is the total number of shares of Stock Election Shares, and (y) the number of shares of Parent Common Stock equal to the product of (Aa) the Exchange Ratio and (Bb) an amount a fraction equal to one minus the Stock Fraction.