Common use of Cash Undersubscribed Clause in Contracts

Cash Undersubscribed. If the aggregate cash amount that would be paid upon conversion in the Merger of the Cash Election Shares is less than the Total Cash Amount, then: (A) all Cash Election Shares shall be converted into the right to receive the Cash Consideration, (B) the Exchange Agent shall then select first from among the Non-Election Shares, by a pro rata selection process, and then (if necessary) from among the Stock Election Shares, by a pro rata selection process, a sufficient number of shares to receive the Cash Consideration (“Cash 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 Cash Designated Shares shall be converted into the right to receive the 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 Stock Consideration.

Cash Undersubscribed. If the aggregate cash amount that would be paid upon conversion in the Merger of the Cash Election Shares Outlay is less than the Total Closing Aggregate Cash AmountConsideration, then: (A) all Cash Election Shares shall be converted into the right to receive the Cash Consideration, (B) the Exchange Agent shall then select first determine first, pro rata from among the Non-No Election Shares, by a pro rata selection process, and then (if necessary) ), pro rata from among the Stock Election Shares, by a pro rata selection process, a sufficient number percentage of shares Stock Election Shares to receive the Cash Consideration (“Cash 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 Closing Aggregate Cash AmountConsideration, and all Cash Designated Shares shall be converted into the right to receive the Cash Consideration, and (C) the Stock Election Shares that are not Cash Designated Shares and the Non-No Election Shares that are not Cash Designated Shares shall be converted into the right to receive the Stock Consideration.

Cash Undersubscribed. If the aggregate cash amount that would be paid upon conversion in the Merger of the Cash Election Shares is less than the Total Minimum Cash AmountConsideration, then: (AI) all Cash Election Shares shall be converted into the right to receive the Initial Per Share Cash Consideration, (BII) the Exchange Agent shall then select first from among the Non-No Election Shares, by a pro rata random selection process, and then (if necessary) from among the Stock Election Shares, by a pro rata selection process, a sufficient number of shares to receive the Initial Per Share Cash Consideration (“Cash Designated Shares”) such that the aggregate cash amount that will be paid in the Merger equals as closely as practicable but does not exceed in no event less than the Total Minimum Cash AmountConsideration, and all Cash Designated Shares shall be converted into the right to receive the Initial Per Share Cash Consideration, and (CIII) the Stock Election Shares and the Non-No Election Shares shares that are not Cash Designated Shares shall be converted into the right to receive the Initial Per Share Stock Consideration.

Cash Undersubscribed. If the aggregate cash amount that would be paid upon conversion in the Merger total number of the Cash Election Shares (which, for this purpose, shall be deemed to include the Dissenting Shares) is less than the Total Target Cash AmountConversion Number, then: (A) A. all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration, (B) B. the Exchange Agent shall then select first from among the Non-Election Shares, by a pro rata random selection process, and then (if necessary) from among the Stock Election Shares, by a pro rata selection process, a sufficient number of shares to receive the Per Share Cash Consideration (the “Cash Designated Shares”) such that the aggregate cash amount number of shares of Company Common Stock that will be paid in the Merger Per Share Cash Consideration equals as closely as practicable but does not exceed the Total Target Cash AmountConversion Number, and all Cash Designated Shares shall be converted into the right to receive the Per Share Cash Consideration, and (C) 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 Undersubscribed. If the aggregate cash amount that would be paid upon conversion in the Merger of the Cash Election Shares is less than the Total Cash Amount, then: (A) all each Cash Election Share (other than Dissenting Shares that have not withdrawn or lost their Appraisal Rights prior to the Election Deadline) 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, by a pro rata selection process, and then (if necessary) from among the Stock Election Shares, by a pro rata selection process, a sufficient number of shares to receive the Per Share Cash Consideration (“Cash 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 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.