Common use of Cash Oversubscribed Clause in Contracts

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 total number of the Cash Election Shares (which, for this purpose, shall be deemed to include the Dissenting Shares) is greater than the Target Cash Election Shares LimitConversion Amount, then: (A) A. all Stock Election Shares and No Election Shares shall be converted into the right to receive the Per Share Stock Consideration;, (B) 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 Xxxxxx Common Stock that will be paid the Per Share Cash Consideration equals the Target Cash Election Shares LimitConversion Amount, and all Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration; , and (C) 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 total number of the Cash Election Shares (which, for this purpose, shall be deemed to include the Dissenting Shares) is greater than the Target Cash Election Shares LimitConversion Number, then: (A) A. all Stock Election Shares and No Non-Election Shares shall be converted into the right to receive the Per Share Stock Consideration;, (B) 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 (the “Stock Designated Shares”) such that the aggregate number of shares of Knight Company Common Stock that will be paid the Per Share Cash Consideration equals the Target Cash Election Shares LimitConversion Number, and all Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration; , and (C) 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 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 MTR 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.