Common use of Cash Election Shares Less Than Total Cash Amount Clause in Contracts

Cash Election Shares Less Than Total Cash Amount. If the Section 1.5(e) Cash Amount 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 No Election Shares and then (if necessary) from among the Stock Election Shares, by a pro rata selection process (excluding, to the extent possible, shares of Company Common Stock acquired through the exercise of any incentive stock option at any time within twelve months prior to the Effective Date), a sufficient number of shares (“Cash Designated Shares”) such that the aggregate cash amount that will be paid in the Merger (including, without limitation, any cash paid for Option Cancellation Payments under Section 1.6(a) or any other provision of this Agreement) 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 No Election Shares that are not Cash Designated Shares shall be converted into the right to receive the Per Share Stock Consideration.

Cash Election Shares Less Than Total Cash Amount. If the Section 1.5(eproduct obtained by multiplying (x) the Cash Amount 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 No Election Shares and then (if necessary) from among the Stock Election Shares, by a in each case pro rata selection process (excluding, to the extent possibleholders of No Election Shares or Stock Election Shares, shares as the case may be, in accordance with their respective numbers of Company Common No Election Shares or Stock acquired through Election Shares, as the exercise of any incentive stock option at any time within twelve months prior to the Effective Date)case may be, a sufficient number of shares (“Cash Designated Shares”) such that the aggregate cash amount that will be paid in the Merger (including, without limitation, any cash paid for Option Cancellation Payments under Section 1.6(a) or any other provision of this Agreement) Mergers 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 No Election Shares shares that are not Cash Designated Shares shall be converted into the right to receive the Per Share Stock Consideration.

Cash Election Shares Less Than Total Cash Amount. If the Section 1.5(e) Cash Amount 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 No Election Shares and then (if necessary) from among the Stock Election Shares, by a pro rata selection process (excluding, to the extent possible, shares of Company Common Stock acquired through the exercise of any incentive stock option at any time within twelve months prior to the Effective Date, which shares are identified on Exhibit 1.5(e)(2)(B) hereto), a sufficient number of shares (“Cash Designated Shares”) such that the aggregate cash amount that will be paid in the Merger (including, without limitation, any cash paid for Option Cancellation Payments in respect of options to purchase Company Common Stock under Section 1.6(a1.6(b) or any other provision of this Agreement) 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 No Election Shares that are not Cash Designated Shares shall be converted into the right to receive the Per Share Stock Consideration.

Cash Election Shares Less Than Total Cash Amount. If the Section 1.5(e2.03(e) Cash Amount 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 No Election Shares and then (if necessary) from among the Stock Election Shares, by a pro rata selection process (excluding, to the extent possible, shares of Company Common Stock Seller Shares acquired through the exercise of any incentive stock option at any time within twelve months prior to the Effective DateTime, which shares are identified on Exhibit 2.01(e)(2)(B) hereto), a sufficient number of shares (“Cash Designated Shares”"CASH DESIGNATED SHARES") such that the aggregate cash amount that will be paid in the Merger (includingexcluding, however, without limitation, any cash paid for Option Cancellation Payments in respect of options to purchase Seller Shares under Section 1.6(a) 2.02 or any other provision of this Agreement) 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 No Election Shares that are not Cash Designated Shares shall be converted into the right to receive the Per Share Stock Consideration.

Cash Election Shares Less Than Total Cash Amount. If the Section 1.5(e2.02(e) Cash Amount 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 No Election Shares and then (if necessary) from among the Stock Election Shares, by a pro rata selection process (excluding, to the extent possible, shares of Company Common Stock Seller Shares acquired through the exercise of any incentive stock option at any time within twelve months prior to the Effective DateTime, which shares are identified on Exhibit 2.01(e)(2)(B) hereto), a sufficient number of shares (“Cash Designated Shares”"CASH DESIGNATED SHARES") such that the aggregate cash amount that will be paid in the Merger (includingexcluding, however, without limitation, any cash paid for Option Cancellation Payments in respect of options to purchase Seller Shares under Section 1.6(a) 7.01 or any other provision of this Agreement) 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 No Election Shares that are not Cash Designated Shares shall be converted into the right to receive the Per Share Stock Consideration.

Cash Election Shares Less Than Total Cash Amount. If the Section 1.5(e2.02(e) Cash Amount 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 No Election Shares and then (if necessary) from among the Stock Election Shares, by a pro rata selection process (excluding, to the extent possible, shares of Company Common Stock Seller Shares acquired through the exercise of any incentive stock option at any time within twelve months prior to the Effective DateTime, which shares are identified on Exhibit 2.01(e)(2)(B) hereto), a sufficient number of shares (“Cash Designated Shares”) such that the aggregate cash amount that will be paid in the Merger (includingexcluding, however, without limitation, any cash paid for Option Cancellation Payments in respect of options to purchase Seller Shares under Section 1.6(a) 7.01 or any other provision of this Agreement) 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 No Election Shares that are not Cash Designated Shares shall be converted into the right to receive the Per Share Stock Consideration.

Cash Election Shares Less Than Total Cash Amount. If the Section 1.5(e) Cash Amount 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 No Election Shares and then (if necessary) from among the Stock Election Shares, by a pro rata selection process (excluding, to the extent possible, shares of Company Common Stock acquired through the exercise of any incentive stock option at any time within twelve months prior to the Effective Date), a sufficient number of shares (“Cash Designated Shares”) such that the aggregate cash amount that will be paid in the Merger (including, without limitation, any cash paid for Option Cancellation Payments under Section 1.6(a) or any other provision of this Agreement) 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 No Election Shares that are not Cash Designated Shares shall be converted into the right to receive the Per Share Stock Consideration.