Common use of Cash/Stock Election Clause in Contracts

Cash/Stock Election. Each GBC shareholder may state a preference to receive his or her Per Share Merger Consideration for each share of GBC Common Stock owned in (x) shares of Cathay Common Stock or (y) cash. A GBC shareholder need not make a Cash/Stock Election at all, in which case such GBC shareholder shall be treated as a Non-Elector. The number of shares of Cathay Common Stock issuable to GBC shareholders pursuant to the Cash/Stock Election (together with the shares of Cathay Common Stock allocable to Non-Electors) shall not in the aggregate exceed the Adjusted Stock Component, and the amount of cash payable to GBC shareholders pursuant to the Cash/Stock Election (together with the Dissenters Set Aside and the cash allocable to Non-Electors) shall not in the aggregate exceed the Cash Component. After allocating the Dissenters Set Aside, the Merger Consideration shall be allocated in accordance with the following provisions of this Section 1.4(b). (i) If the Adjusted Stock Component is Oversubscribed, then the Merger Consideration shall be allocated as follows: (A) First, the entire Adjusted Stock Component shall be divided among the Stock Electors pro rata by the number of shares for which a stock election has been made; (B) Second, an amount from the Adjusted Cash Component, when taken together with the shares of Cathay Common Stock (valued at the Cathay Closing Price) distributed to Stock Electors from the Adjusted Stock Component in clause (A) above, sufficient to provide each Stock Elector with the Per Share Merger Consideration shall be distributed among the Stock Electors; and (C) Third, the balance of the Adjusted Cash Component shall be divided among the Cash Electors and the Non-Electors pro rata by the number of shares held by them. (ii) If the Adjusted Cash Component is Oversubscribed, then the Merger Consideration shall be allocated as follows: (A) First, the entire Adjusted Cash Component shall be divided among the Cash Electors pro rata by the number of shares for which a cash election has been made; (B) Second, an amount of shares of Cathay Common Stock (valued at the Cathay Closing Price) from the Adjusted Stock Component, when taken together with the cash distributed to Cash Electors from the Adjusted Cash Component in clause (A) above, sufficient to provide each Cash Elector with the Per Share Merger Consideration shall be distributed among the Cash Electors; and (C) Third, the balance of the Adjusted Stock Component shall be divided among the Stock Electors and the Non-Electors pro rata by the number of shares held by them. (iii) If neither the Adjusted Stock Component is Oversubscribed nor the Adjusted Cash Component is Oversubscribed, then the Merger Consideration shall be allocated as follows: (A) First, an amount from the Adjusted Stock Component sufficient to provide each Stock Elector with the Per Share Merger Consideration shall be distributed among the Stock Electors; (B) Second, an amount from the Adjusted Cash Component sufficient to provide each Cash Elector with the Per Share Merger Consideration shall be distributed among the Cash Electors; and (C) Third, the balance of the Adjusted Stock Component and the Adjusted Cash Component shall each be divided among the Non-Electors pro rata by the number of shares held by them.

Cash/Stock Election. (a) Each GBC BMC shareholder other than a holder of Perfected Dissenting Shares may state a preference to receive his or her Per Share Merger Consideration for each share of GBC Common Stock owned in (xi) all shares of Cathay CVCB Common Stock or (yii) all cash. A GBC shareholder need not make a Cash/Stock Election at all, in which case such GBC shareholder shall be treated as a Non-Elector. The number of shares of Cathay Common Stock issuable to GBC shareholders pursuant to the Cash/Stock Election (together with the shares of Cathay Common Stock allocable to Non-Electors) shall not in the aggregate exceed the Adjusted Stock Component, and the amount of cash payable to GBC shareholders pursuant to the Cash/Stock Election (together with the Dissenters Set Aside and the cash allocable to Non-Electors) shall not in the aggregate exceed the Cash Component. After allocating the Dissenters Set Aside, the Merger Consideration shall be allocated in accordance with the following provisions of this Section 1.4(b)2.6.2. (ib) If The Cash/Stock Election is subject to the Adjusted limitation that the aggregate shall not exceed the Remaining Cash Component and the Stock Component is Oversubscribed, then the Merger Consideration shall be allocated as follows:Component. (Ac) First, the entire Adjusted election of the Stock Electors shall be fulfilled by providing to each Stock Elector for each share of BMC Common Stock he or she owns the Per Share Merger Consideration in shares of CVCB Common Stock from the Stock Component. If the elections of all of the Stock Electors cannot be fulfilled, then the Stock Component shall be divided among the Stock Electors pro rata by the number of shares for which a stock election has been made; (B) Secondof their BMC Common Stock, an amount from the Adjusted Cash Component, when taken together with the shares of Cathay Common Stock (valued at the Cathay Closing Price) distributed to Stock Electors from the Adjusted Stock Component in clause (A) above, sufficient to provide and each Stock Elector with shall receive cash from the Remaining Cash Component for the remainder of the Per Share Merger Consideration shall be distributed among for each share of BMC Common Stock which is not converted into shares of CVCB Common Stock and all other shareholders will only receive cash. If there are any shares of CVCB Common Stock remaining after payment to the Stock Electors; and , then, each holder of BMC Common Stock other than a holder of Perfected Dissenting Shares that makes no election or an improper election (C“No Election Shareholder”) Thirdshall receive for each share of BMC Common Stock he or she owns the Per Share Merger Consideration in shares of CVCB Common Stock. In the event there are insufficient shares of CVCB Common Stock available to pay all the No Election Shareholders in full with shares of CVCB Common Stock, then the balance of the Adjusted Cash left over Stock Component shall be divided among the Cash Electors and the Non-Electors No Election Shareholders pro rata by the number of shares held by them. (ii) If of their BMC Common Stock and each such No Election Shareholder shall receive cash from the Adjusted Remaining Cash Component for the remainder of the Per Share Merger Consideration for each share of BMC Common Stock which is Oversubscribednot converted into shares of CVCB Common Stock and all other shareholders will only receive cash. If there are any shares of CVCB Common Stock remaining after payment to the Stock Electors and the No Election Shareholders, then the Merger Consideration shall be allocated as follows: (A) First, the entire Adjusted Cash left over Stock Component shall be divided among the Cash Electors pro rata by the number of shares for which a cash election has been made; (B) Second, an amount of shares of Cathay their BMC Common Stock (valued at the Cathay Closing Price) and each such Cash Elector shall receive cash from the Adjusted Stock Component, when taken together with the cash distributed to Cash Electors from the Adjusted Remaining Cash Component in clause (A) above, sufficient to provide each Cash Elector with for the remainder of the Per Share Merger Consideration shall be distributed among the Cash Electors; and (C) Third, the balance for each share of the Adjusted BMC Common Stock Component shall be divided among the Stock Electors and the Non-Electors pro rata by the number which is not converted into shares of shares held by themCVCB Common Stock. (iiid) If neither the Adjusted CVCB shall prepare a transmittal letter incorporating a Cash/Stock Component is Oversubscribed nor the Adjusted Cash Component is Oversubscribed, then the Merger Consideration Election form reasonably acceptable to BMC (“Form of Election”) which shall be allocated as follows: mailed to BMC’s shareholders entitled to vote at the shareholders’ meeting to adopt this Agreement (Athe “BMC Shareholders’ Meeting”) First, an amount from the Adjusted Stock Component sufficient to provide each Stock Elector together with the Per Share Merger Consideration Proxy Statement/Prospectus (as defined in Section 3.7.2) so as to permit BMC’s shareholders to exercise their right to make a Cash/Stock Election prior to the Election Deadline. As used herein, “Election Deadline” means 5:00 p.m. local time in the city in which the principal office of the Exchange Agent is located on the date that is the Business Day prior to the date of the BMC Shareholders’ Meeting to approve the transactions anticipated by this Agreement. BMC and CVCB shall be distributed among cooperate to issue a press release reasonably satisfactory to each of them announcing the Stock Electors; (B) Seconddate of the Election Deadline not more than 15 Business Days before, an amount from the Adjusted Cash Component sufficient to provide each Cash Elector with the Per Share Merger Consideration shall be distributed among the Cash Electors; and (C) Thirdand at least 5 Business Days prior to, the balance of the Adjusted Stock Component and the Adjusted Cash Component shall each be divided among the Non-Electors pro rata by the number of shares held by themElection Deadline.

Cash/Stock Election. Each GBC shareholder Subject to the allocation and election procedures of this Article 1, each Company shareholder, other than a holder of Treasury Shares, may state a preference to receive his for each share of Company Common Stock held by such shareholder immediately prior to the Effective Time, the Per Share Merger Consideration payable in: (y) a fraction of a share of Parent Common Stock equal to the Exchange Ratio (a “Stock Electing Share”); or her (z) cash in the amount of the Per Share Cash Price (a “Cash Electing Share”). If such a Company shareholder does not make a valid and timely Cash/Stock Election with respect to any shares of Company Common Stock owned by such shareholder, such shares shall be deemed to be “Undesignated Shares”. (i) If the Initial Stock Component Value is at least 45 percent (45%) of the Initial Total Value then: (A) Each Stock Electing Share shall receive a fraction of a share of Parent Common Stock equal to the Exchange Ratio; and (B) Each Cash Electing Share and each Undesignated Share shall receive the Per Share Cash Price. (ii) If the Initial Stock Component Value is less than 45% of the Initial Total Value, then a sufficient number of Undesignated Shares and Cash Electing Shares (the “Adjustment Shares”) shall receive a fraction of a share of Parent Common Stock equal to the Exchange Ratio such that the aggregate value of Parent Common Stock issued as a result of the Bank Merger is equal to 45% of the aggregate value of consideration paid in exchange for the shares of Company Common Stock including the adjustment described in this paragraph. The number of Adjustment Shares shall be equal to (y) the difference between (a) 45% of the Initial Total Value and (b) the Initial Stock Component Value, divided by (z) the sum of (c) 55% of the Per Share Stock Value and (d) 45% of the Per Share Cash Price and: (A) Each Stock Electing Share shall receive a fraction of a share of Parent Common Stock equal to the Exchange Ratio; (B) If the number of Adjustment Shares is less than or equal to the number of Undesignated Shares, then a quantity of Undesignated Shares equal to the number of Adjustment Shares (on a pro rata basis for each holder of Undesignated Shares with respect to those shares that are Undesignated Shares) shall each receive a fraction of a share of Parent Common Stock equal to the Exchange Ratio. The remaining Undesignated Shares and all Cash Electing Shares shall receive the Per Share Cash Price; and (C) If the number of Adjustment Shares is greater than the number of Undesignated Shares, then (A) all Undesignated Shares and (B) a quantity of Cash Electing Shares equal to (y) the number of Adjustment Shares less (z) the number of Undesignated Shares (on a pro rata basis for each holder of Cash Electing Shares with respect to those shares that are Cash Electing Shares) shall receive a fraction of a share of Parent Common Stock equal to the Exchange Ratio. The remaining Cash Electing Shares shall each receive the Per Share Cash Price. (iii) Each Company shareholder shall receive at least, but no more than, the Per Share Merger Consideration for each share of GBC Company Common Stock owned held (other than with respect to Dissenting Shares and Treasury Shares). (iv) References in this Section 1.4 to Company Common Stock and Company shareholders shall include reference to Company Bank Common Stock and Company Bank shareholders immediately after the Company Entities Merger Effective Time. (xv) Notwithstanding any other provision of this Agreement, if, after applying the allocation rules set forth in this Section 1.4, the aggregate value of Parent Common Stock that would be issued pursuant to the Bank Merger and the transactions contemplated by this Agreement is less than 45% of the aggregate value of the aggregate consideration paid in exchange for shares of Cathay Company Common Stock or (y) cash. A GBC shareholder need not make a Cash/Stock Election at allStock, Parent shall be authorized to reallocate, in which case good faith and in such GBC shareholder shall manner as it reasonably determines to be treated as a Non-Elector. The fair and equitable, shares of Parent Company Stock and cash, or to vary the number of shares of Cathay Parent Company Stock to be issued in the Bank Merger, in a manner such that the aggregate value of Parent Common Stock issuable to GBC shareholders pursuant to be issued in the Cash/Stock Election (together with Bank Merger is no less than 45% of the aggregate value of the total consideration paid in exchange for shares of Cathay Company Common Stock allocable to Non-Electors) shall not in the aggregate exceed the Adjusted Stock Component, and the amount of cash payable to GBC shareholders pursuant to the Cash/Stock Election (together with the Dissenters Set Aside and the cash allocable to Non-Electors) shall not in the aggregate exceed the Cash Component. After allocating the Dissenters Set Aside, the Merger Consideration shall be allocated in accordance with the following provisions of this Section 1.4(b)Stock. (i) If the Adjusted Stock Component is Oversubscribed, then the Merger Consideration shall be allocated as follows: (A) First, the entire Adjusted Stock Component shall be divided among the Stock Electors pro rata by the number of shares for which a stock election has been made; (B) Second, an amount from the Adjusted Cash Component, when taken together with the shares of Cathay Common Stock (valued at the Cathay Closing Price) distributed to Stock Electors from the Adjusted Stock Component in clause (A) above, sufficient to provide each Stock Elector with the Per Share Merger Consideration shall be distributed among the Stock Electors; and (C) Third, the balance of the Adjusted Cash Component shall be divided among the Cash Electors and the Non-Electors pro rata by the number of shares held by them. (ii) If the Adjusted Cash Component is Oversubscribed, then the Merger Consideration shall be allocated as follows: (A) First, the entire Adjusted Cash Component shall be divided among the Cash Electors pro rata by the number of shares for which a cash election has been made; (B) Second, an amount of shares of Cathay Common Stock (valued at the Cathay Closing Price) from the Adjusted Stock Component, when taken together with the cash distributed to Cash Electors from the Adjusted Cash Component in clause (A) above, sufficient to provide each Cash Elector with the Per Share Merger Consideration shall be distributed among the Cash Electors; and (C) Third, the balance of the Adjusted Stock Component shall be divided among the Stock Electors and the Non-Electors pro rata by the number of shares held by them. (iii) If neither the Adjusted Stock Component is Oversubscribed nor the Adjusted Cash Component is Oversubscribed, then the Merger Consideration shall be allocated as follows: (A) First, an amount from the Adjusted Stock Component sufficient to provide each Stock Elector with the Per Share Merger Consideration shall be distributed among the Stock Electors; (B) Second, an amount from the Adjusted Cash Component sufficient to provide each Cash Elector with the Per Share Merger Consideration shall be distributed among the Cash Electors; and (C) Third, the balance of the Adjusted Stock Component and the Adjusted Cash Component shall each be divided among the Non-Electors pro rata by the number of shares held by them.

Cash/Stock Election. Each GBC shareholder may state With respect to any portion of the Merger Consideration that a preference Stockholder is entitled to receive his or her Per Share Merger Consideration for each share of GBC Common Stock owned in (x) shares of Cathay Common Stock or (y) cash. A GBC shareholder need not make a Cash/Stock Election at all, in which case such GBC shareholder shall be treated as a Non-Elector. The number of shares of Cathay Common Stock issuable to GBC shareholders pursuant to Section 1.4(b)(i), the Cash/Stock Election Stockholders listed on Annex D-1 (together with the shares “Electing Stockholders”) may make an election on a form acceptable to Parent (the “Form of Cathay Common Stock allocable Election”), as to Non-Electors) shall not in the aggregate exceed the Adjusted Stock Component, and the amount whether such Stockholder’s portion of cash payable to GBC shareholders pursuant to the Cash/Stock Election (together with the Dissenters Set Aside and the cash allocable to Non-Electors) shall not in the aggregate exceed the Cash Component. After allocating the Dissenters Set Aside, the Merger Consideration shall take the form of cash or unregistered Parent Ordinary Shares. Such Form of Election shall be allocated in accordance with distributed by the Company to the Electing Stockholders as soon as reasonably practicable following provisions receipt of this Section 1.4(bthe Exercise Notice, if not before. Such election shall be made on a holder-by-holder basis within ten (10) days of delivery of the Exercise Notice (the “Election Deadline”). , such that any Stockholder may make an election to receive (i) If the Adjusted Stock Component is Oversubscribed, then the Merger Consideration shall be allocated as follows: (A) First, the entire Adjusted Stock Component shall be divided among the Stock Electors pro rata by the number of shares for which a stock election has been made; (B) Second, an amount from the Adjusted Cash Component, when taken together cash with the respect to all shares of Cathay Common Company Capital Stock held by such Stockholder or (ii) Parent Ordinary Shares (valued at the Cathay Closing Parent Share Price) distributed with respect to all shares of Company Capital Stock Electors from the Adjusted Stock Component in clause (A) above, sufficient to provide each Stock Elector with the Per Share Merger Consideration shall be distributed among the Stock Electors; and (C) Third, the balance of the Adjusted Cash Component shall be divided among the Cash Electors and the Non-Electors pro rata by the number of shares held by them. (ii) If the Adjusted Cash Component is Oversubscribed, then such holder. Those Stockholders listed on Annex D-2 shall not be Electing Stockholders and shall receive unregistered Parent Ordinary Shares with respect to their portion of the Merger Consideration (the “Equity-Elected Stockholders”). Any fractional shares that would be issued with respect to an election to receive Parent Ordinary Shares shall instead be allocated as follows: paid in cash (A) First, the entire Adjusted Cash Component shall be divided among the Cash Electors pro rata by the number of shares for which a cash election has been made; (B) Second, an amount of shares of Cathay Common Stock (valued valuing such fractional share at the Cathay Closing Parent Share Price) from ). For clarity, in no event shall Parent be required to pay, in cash and Parent Ordinary Shares, more than the Adjusted Stock Component, when taken together with the cash distributed to Cash Electors from the Adjusted Cash Component in clause (A) above, sufficient to provide each Cash Elector with the Per Share Merger Consideration shall be distributed among the Cash Electors; and (C) Third, the balance sum of the Adjusted Stock Component shall be divided among the Stock Electors and the Non-Electors pro rata by the number of shares held by them. (iii) If neither the Adjusted Stock Component is Oversubscribed nor the Adjusted Cash Component is Oversubscribed, then the Merger Consideration shall be allocated as follows: (A) First, an amount from the Adjusted Stock Component sufficient to provide each Stock Elector with the Per Share Merger Consideration shall be distributed among the Stock Electors; (B) Second, an amount from the Adjusted Cash Component sufficient to provide each Cash Elector with the Per Share Merger Consideration shall be distributed among the Cash Electors; and (C) Third, the balance of the Adjusted Stock Component and the Adjusted Cash Component Employee Equity Amount (valuing the Parent Ordinary Shares at the Parent Share Price). Notwithstanding anything herein to the contrary, Parent Ordinary Shares shall each only be divided among issued to “accredited investors” within the Non-Electors pro rata meaning of Regulation D, Rule 501(a), promulgated by the number Securities and Exchange Commission under the Securities Act of shares held by them1933, as amended, and in the event that any Stockholder that is not an “accredited investor” to Parent’s reasonable satisfaction or is otherwise unable to be issued Parent Ordinary Shares and purports to elect to receive Parent Ordinary Shares, such Stockholder shall instead receive cash with respect to such payment (valuing Parent Ordinary Shares at the Parent Share Price).

Cash/Stock Election. Each GBC shareholder may state a preference (a) Notwithstanding any other provisions of this Agreement, each Stockholder will be entitled to receive his or her Per Share Merger Consideration for each share elect to receive, in lieu of GBC the shares of Parent Common Stock owned and cash otherwise deliverable to such Stockholder in (x) shares respect of Cathay Common Stock or (y) cash. A GBC shareholder need not make the Closing Consideration as determined in accordance with SECTION 1.6, a Cash/Stock Election at all, in which case such GBC shareholder shall be treated as a Non-Elector. The number of shares of Cathay Parent Common Stock issuable to GBC shareholders and an amount of cash determined pursuant to this SECTION 1.15. Each letter of transmittal to be executed by Stockholders in accordance with this Agreement shall contain a provision whereby each Stockholder shall indicate the Cash/percentage of the aggregate value of the Closing Consideration deliverable to such Stockholder that such Stockholder desires to receive in cash (the "DESIRED CLOSING CASH PERCENTAGE"), and the percentage of the aggregate value of the Closing Consideration deliverable to such Stockholder that such Stockholder desires to receive in Parent Common Stock Election (together with the "DESIRED CLOSING STOCK PERCENTAGE"), and in lieu of receiving the shares of Cathay Parent Common Stock allocable and cash otherwise deliverable to Non-Electors) shall not such Stockholder in respect of the aggregate exceed the Adjusted Stock Component, and the amount of cash payable to GBC shareholders pursuant to the Cash/Stock Election (together with the Dissenters Set Aside and the cash allocable to Non-Electors) shall not in the aggregate exceed the Cash Component. After allocating the Dissenters Set Aside, the Merger Closing Consideration shall be allocated determined in accordance with SECTION 1.6, such Stockholder shall instead be entitled to receive cash reflecting the following provisions of this Section 1.4(bDesired Closing Cash Percentage (the "DESIRED CLOSING CASH CONSIDERATION") and Parent Common Stock reflecting the Desired Closing Stock Percentage (the "DESIRED CLOSING STOCK CONSIDERATION") (subject to adjustment as set forth in SECTION 1.15(b) below). (ib) If Notwithstanding paragraph (a) above, in no event shall Parent be obligated to deliver to Stockholders (or the Adjusted Escrow Agent pursuant to SECTION 7.3 hereof) in respect of the Closing Consideration an aggregate number of shares of Parent Common Stock Component is Oversubscribedwith a value (at the Signing Price) in excess of the Stock Closing Consideration or an aggregate amount of cash in excess of the Cash Closing Consideration. In the event that the implementation of the elections of Stockholders contemplated by this SECTION 1.15 would result in either shares of Parent Common Stock being issued (in the aggregate) with a value (at the Signing Price) greater than the Stock Closing Consideration or an aggregate amount of cash in excess of the Cash Closing Consideration, respectively, then the Merger Consideration number of shares of Parent Common Stock so issuable and cash so deliverable shall be allocated adjusted as follows: (Ai) Firstif the elections provided in subparagraph (a) would require shares of Parent Common Stock to be issued with an aggregate value (at the Signing Price) greater than the Stock Closing Consideration, the entire Adjusted then: (1) each Stockholder's Desired Closing Stock Component Consideration shall be divided among the Stock Electors pro rata by reduced such that the number of shares for which a stock election has been made; of Parent Common Stock to be issued to each Stockholder shall equal (A) (x) such Stockholder's Desired Closing Stock Consideration, divided by (y) the aggregate Desired Closing Stock Consideration of all Stockholders, multiplied by (B) Secondthe Stock Closing Consideration, an amount from divided by the Adjusted Signing Price, and (2) each Stockholder's Desired Closing Cash Component, when taken together with the shares of Cathay Common Stock (valued at the Cathay Closing Price) distributed to Stock Electors from the Adjusted Stock Component in clause (A) above, sufficient to provide each Stock Elector with the Per Share Merger Consideration shall be distributed among the Stock Electors; and (C) Third, the balance of the Adjusted Cash Component shall be divided among the Cash Electors and the Non-Electors pro rata increased by an amount equal to the number of shares held so reduced for such Stockholder in accordance with subparagraph (1) above, multiplied by themthe Signing Price. (ii) If if the Adjusted elections provided in subparagraph (a) would require more cash to be delivered (in the aggregate) than the Cash Component is OversubscribedClosing Consideration, then the Merger then: (1) each Stockholder's Desired Closing Cash Consideration shall be allocated as follows: reduced such that the amount of cash to be issued to each Stockholder shall equal (A) First(x) such Stockholder's Desired Closing Cash Consideration, divided by (y) Desired Closing Cash Consideration of all Stockholders, multiplied by (B) the entire Adjusted Cash Component Closing Consideration, and (2) each Stockholder's Desired Closing Stock Consideration shall be divided among the Cash Electors pro rata increased by the a number of shares for which a cash election has been made; (B) Second, an Parent Common Stock equal to the amount of shares of Cathay Common Stock cash so reduced for such Stockholder in accordance with subparagraph (valued at the Cathay Closing Price) from the Adjusted Stock Component, when taken together with the cash distributed to Cash Electors from the Adjusted Cash Component in clause (A1) above, sufficient to provide each Cash Elector with the Per Share Merger Consideration shall be distributed among the Cash Electors; and (C) Third, the balance of the Adjusted Stock Component shall be divided among the Stock Electors and the Non-Electors pro rata by the number of shares held by themSigning Price. (iii) If neither the Adjusted Stock Component is Oversubscribed nor the Adjusted Cash Component is Oversubscribed, then the Merger Consideration shall be allocated as follows: (A) First, an amount from the Adjusted Stock Component sufficient to provide each Stock Elector with the Per Share Merger Consideration shall be distributed among the Stock Electors; (B) Second, an amount from the Adjusted Cash Component sufficient to provide each Cash Elector with the Per Share Merger Consideration shall be distributed among the Cash Electors; and (C) Third, the balance of the Adjusted Stock Component and the Adjusted Cash Component shall each be divided among the Non-Electors pro rata by the number of shares held by them.