Cash Oversubscribed. If the total number of the Cash Election Shares is greater than the Cash Election Shares Limit, then:
(A) all Stock Election Shares and No Election Shares shall be converted into the right to receive the Per Share Stock Consideration;
(B) the Exchange Agent shall then select from among the Cash Election Shares, by a pro rata selection process, a sufficient number of shares to receive the Per Share Stock Consideration (“Stock Designated Shares”) such that the aggregate number of shares of Knight Common Stock that will be paid the Per Share Cash Consideration equals the Cash Election Shares Limit, and all Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration; and
(C) the Cash Election Shares that are not Stock Designated Shares will be converted into the right to receive the Per Share Cash Consideration.
Cash Oversubscribed. If the aggregate cash amount that would otherwise be paid upon the conversion in the Merger of the Cash Election Shares is greater than the Total Cash Amount, then:
(A) all Stock Election Shares and Non-Election Shares shall be converted into the right to receive the Stock Consideration,
(B) the Exchange Agent shall then select from among the Cash Election Shares, by a pro rata selection process, a sufficient number of shares to receive the Stock Consideration (“Stock Designated Shares”) such that the aggregate cash amount that will be paid in the Merger equals as closely as practicable but does not exceed the Total Cash Amount, and all Stock Designated Shares shall be converted into the right to receive the Stock Consideration, and
(C) the Cash Election Shares that are not Stock Designated Shares will be converted into the right to receive the Cash Consideration.
Cash Oversubscribed. If the aggregate Cash Consideration that would otherwise be paid upon the conversion in the Merger of the Cash Election Shares (not taking into account any cash payable pursuant to Section 4.7 in connection with the Closing Cash Amount) plus any cash to be paid in lieu of fractional shares (the “Cash Outlay”) is greater than (A) $400 million minus (B) the Awarded Cash Consideration (the “Closing Aggregate Cash Consideration”), then:
(A) all Stock Election Shares and No Election Shares shall be converted into the right to receive the Stock Consideration,
(B) the Exchange Agent shall then determine, pro rata from among the Cash Election Shares, a sufficient percentage of Cash Election Shares to receive the Stock Consideration (“Stock Designated Shares”) such that the aggregate cash amount that will be paid in the Merger equals as closely as practicable the Closing Aggregate Cash Consideration, and all Stock Designated Shares shall be converted into the right to receive the Stock Consideration, and
(C) the Cash Election Shares that are not Stock Designated Shares will be converted into the right to receive the Cash Consideration.
Cash Oversubscribed. If the number of Cash Election Shares (including any Dissenting Shares) exceeds the Cash Conversion Number (the amount by which the number of Cash Election Shares exceeds the Cash Conversion Number being referred to herein as the “Cash Shortfall Number”), then:
(i) all Stock Election Shares and Non-Election Shares shall be converted into the right to receive the Stock Consideration, and
(ii) each holder of Cash Election Shares (other than holders of Dissenting Shares) shall receive (A) the Stock Consideration in respect of the number of Cash Election Shares held by such holder multiplied by a fraction, the numerator of which is the Cash Shortfall Number and the denominator of which is (1) the total number of Cash Election Shares less (2) the number of Dissenting Shares and (B) the Cash Consideration in respect of the remaining number of such holder’s Cash Election Shares.
Cash Oversubscribed. If the total number of the Cash Election Shares plus the Dissenting Shares would cause the Cash Percentage to exceed the Required Cash Percentage, then:
(A) all Stock Election Shares and No Election Shares shall be converted into the right to receive the Per Share Stock Consideration;
(B) each of the holders of Cash Election Shares shall have an amount of their Cash Election Shares (the “Stock Designated Shares”) equal to the product of (x) the number of Cash Election Shares held by such holder and (y) one (1) minus a fraction, the numerator of which is a number equal to the number of Maximum Cash Shares minus the number of Dissenting Shares and the denominator of which is the total number of Cash Election Shares, converted into the right to receive the Per Share Stock Consideration; and
(C) the Cash Election Shares that are not Stock Designated Shares will be converted into the right to receive the Per Share Cash Consideration.
Cash Oversubscribed. If the aggregate cash amount that would otherwise be paid upon the conversion in the Merger of the Cash Election Shares (which, for this purpose, shall be deemed to include the amount of cash that may be payable to Dissenting Shareholders determined as of the Effective Time (assuming that all shares of Amegy Common Stock held by such shareholders are to be paid in cash an amount equal to the Per Share Consideration)) is greater than the Aggregate Cash Consideration, then:
(I) all Stock Election Shares and No Election Shares shall be converted into the right to receive the Per Share Stock Consideration,
(II) the Exchange Agent shall then select from among the Cash Election Shares, by a pro rata selection process, a sufficient number of shares to receive the Per Share Stock Consideration (“Stock Designated Shares”) such that the aggregate cash amount that will be paid in the Merger equals as closely as practicable the Aggregate Cash Consideration, and all Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration, and
(III) the Cash Election Shares that are not Stock Designated Shares will be converted into the right to receive the Per Share Cash Consideration.
Cash Oversubscribed. If the number of Cash Election Warrants exceeds the Warrant Cash Conversion Number (the amount by which the number of Cash Election Warrants exceeds the Warrant Cash Conversion Number being referred to herein as the “Warrant Cash Shortfall Number”), then:
(A) all Stock Election Warrants and Non-Election Warrants shall be converted into the right to receive the Warrant Stock Consideration, and
(B) each holder of Cash Election Warrants shall receive (1) the Warrant Stock Consideration in respect of the number of Cash Election Warrants held by such holder multiplied by a fraction, the numerator of which is the Warrant Cash Shortfall Number and the denominator of which is the total number of Cash Election Warrants and (2) the Warrant Cash Consideration in respect of the remaining number of such holder’s Cash Election Warrants.
Cash Oversubscribed. If the total number of the Cash Election Shares (which, for this purpose, shall be deemed to include Shares that are owned by Dissenting Stockholders) (the “Cash Election Number”) is greater than the Target Cash Conversion Number, then:
(A) each Stock Election Share and No Election Share (which, for this purpose, shall be deemed to exclude Shares that are owned by Dissenting Stockholders) shall be converted into the right to receive the Per Share Stock Consideration; and
(B) the number of Cash Election Shares of each holder thereof that shall be converted into the right to receive an amount per Share equal to the Per Share Cash Consideration shall be equal to (x) the number of Cash Election Shares of such holder multiplied by (y) a fraction, the numerator of which is the Target Cash Conversion Number, and the denominator of which is the Cash Election Number, and each of the remaining Cash Election Shares of such holder shall be converted into the right to receive the Per Share Stock Consideration.
Cash Oversubscribed. If the aggregate cash amount that would otherwise be paid upon the conversion of the Cash Election Shares in the Galaxy Merger is greater than the Aggregate Cash Consideration, then:
I. all Stock Election Shares and No Election Shares shall be converted into the right to receive the Per Share Stock Consideration;
II. the Exchange Agent shall then select from among the Cash Election Shares, by a pro rata selection process, a sufficient number of shares to receive the Per Share Stock Consideration (the “StockDesignated Shares”) such that the aggregate cash amount that will be paid in the Galaxy Merger equals as closely as practicable the Aggregate Cash Consideration, and all Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration; and
III. the Cash Election Shares that are not Stock Designated Shares will be converted into the right to receive the Per Share Cash Consideration.
Cash Oversubscribed. If the aggregate cash amount that would otherwise be paid upon the conversion in the Merger of the Cash Election Shares is greater than the Total Cash Amount, then:
(A) each Stock Election Share and Non-Election Share shall be converted into the right to receive the Per Share Stock Consideration,
(B) the Exchange Agent shall then select from among the Cash Election Shares (other than Dissenting Shares that have not withdrawn or lost their Appraisal Rights prior to the Election Deadline), by a pro rata selection process, a sufficient number of shares to receive the Per Share Stock Consideration (“Stock Designated Shares”) such that the aggregate cash amount that will be paid in the Merger equals as closely as practicable but does not exceed the Total Cash Amount, and all Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration, and
(C) the Cash Election Shares (other than Dissenting Shares that have not withdrawn or lost their Appraisal Rights prior to the Election Deadline) that are not Stock Designated Shares will be converted into the right to receive the Per Share Cash Consideration.
