Common use of Cash Election Shares for less than Total Cash Amount Clause in Contracts

Cash Election Shares for less than Total Cash Amount. If the product obtained by multiplying (x) the Cash Election Shares by (y) the Per Share Cash Consideration is less than the Total Cash Amount, then: (A) All Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration, (B) The Exchange Agent shall then select first from among the Non-Election Shares and then (if necessary) from among the Stock Election Shares, in each case pro rata to the holders of Non-Election Shares or Stock Election Shares, as the case may be, in accordance with their respective numbers of Non-Election Shares or Stock Election Shares, as the case may be, a sufficient number of shares (“Cash Designated Shares”) such that the aggregate cash amount that will be paid in the Merger equals as closely as practicable the Total Cash Amount, and all Cash Designated Shares shall be converted into the right to receive the Per Share Cash Consideration, and (C) The Stock Election Shares and the Non-Election Shares that are not Cash Designated Shares shall be converted into the right to receive the Per Share Stock Consideration.

Cash Election Shares for less than Total Cash Amount. If the product obtained by multiplying (x) the number of Cash Election Shares by (y) the Per Share Cash Consideration is less than the Total Cash AmountAmount less the aggregate cash paid to holders of Mixed Consideration Election Shares and Non-Election Shares, then: (A) All Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration, (B) The Exchange Agent shall then select first from among the Non-Election Shares and then (if necessary) from among the Stock Election Shares, in each case pro rata to the holders of Non-Stock Election Shares or Stock Election Shares, as the case may be, in accordance with their respective numbers of Non-Election Shares or Stock Election Shares, as the case may be, a sufficient number of shares (“Cash Designated Shares”) such that the aggregate cash amount that will be paid in the Merger equals as closely as practicable the Total Cash Amount, and all Cash Designated Shares shall be converted into the right to receive the Per Share Cash Consideration, and (C) The Stock Election Shares and the Non-Election Shares that are not Cash Designated Shares shall be converted into the right to receive the Per Share Stock Consideration.

Cash Election Shares for less than Total Cash Amount. If the sum of (x) the product obtained by multiplying (x1) the Mixed Election Shares by (2) $68.50, plus (y) the product obtained by multiplying (1) the Cash Election Shares by (y2) the Per Share Cash Consideration is less than the Total Cash Amount, then: (A) All all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration,; (B) The the Exchange Agent shall then select first from among the Non-Election Shares and then (if necessary) from among the Stock Election Shares, in each case pro rata to the holders of Non-Election Shares or Stock Election Shares, as the case may be, in accordance with their respective numbers of Non-Election Shares or Stock Election Shares, as the case may be, a sufficient number of shares (“Cash Designated Shares”) such that the aggregate cash amount that will be paid in the Merger equals as closely as practicable the Total Cash Amount, and all Cash Designated Shares shall be converted into the right to receive the Per Share Cash Consideration, ; and (C) The Stock the Non-Election Shares and (if necessary) the Non-Stock Election Shares that are not Cash Designated Shares shall be converted into the right to receive the Per Share Stock Consideration.