Cash Undersubscribed. If the number of Cash Election Shares (including any Dissenting Shares) is less than the Cash Conversion Number (the amount by which the number of the Cash Election Shares is less than the Cash Conversion Number being referred to herein as the “Stock Shortfall Number”), then: (i) all Cash Election Shares (including Dissenting Shares) shall be converted into the right to receive the Cash Consideration, (ii) if the Stock Shortfall Number is less than or equal to the number of Non-Election Shares, all Stock Election Shares shall be converted into the right to receive the Stock Consideration, and each holder of Non-Election Shares shall receive (A) the Cash Consideration in respect of the number of Non-Election Shares held by such holder multiplied by a fraction, the numerator of which is the Stock Shortfall Number and the denominator of which is the total number of Non-Election Shares and (B) the Stock Consideration in respect of the remaining number of such holder’s Non-Election Shares, or (iii) if the Stock Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and each holder of Stock Election Shares shall receive (A) the Cash Consideration in respect of the number of Stock Election Shares held by such holder multiplied by a fraction, the numerator of which is the amount by which the Stock Shortfall Number exceeds the number of Non-Election Shares and the denominator of which is the total number of Stock Election Shares and (B) the Stock Consideration in respect of the remaining number of such holder’s Stock Election Shares.
Appears in 2 contracts
Samples: Merger Agreement (Park Sterling Corp), Merger Agreement (First Capital Bancorp, Inc.)
Cash Undersubscribed. If the number of Cash Election Shares (including any Dissenting Shares) Warrants is less than the Warrant Cash Conversion Number (the amount by which the number of the Cash Election Shares Warrants is less than the Warrant Cash Conversion Number being referred to herein as the “Warrant Stock Shortfall Number”), then:
(iA) all Cash Election Shares (including Dissenting Shares) Warrants shall be converted into the right to receive the Warrant Cash Consideration,
(iiB) if the Warrant Stock Shortfall Number is less than or equal to the number of Non-Election SharesWarrants, all Stock Election Shares Warrants shall be converted into the right to receive the Warrant Stock Consideration, and each holder of Non-Election Shares Warrants shall receive (A1) the Warrant Cash Consideration in respect of the number of Non-Election Shares Warrants held by such holder multiplied by a fraction, the numerator of which is the Warrant Stock Shortfall Number and the denominator of which is the total number of Non-Election Shares Warrants and (B2) the Warrant Stock Consideration in respect of the remaining number of such holder’s Non-Election SharesWarrants, or
(iiiC) if the Warrant Stock Shortfall Number exceeds the number of Non-Election SharesWarrants, then all Non-Election Shares Warrants shall be converted into the right to receive the Warrant Cash Consideration, and each holder of Stock Election Shares Warrants shall receive (A1) the Warrant Cash Consideration in respect of the number of Stock Election Shares Warrants held by such holder multiplied by a fraction, the numerator of which is the amount by which the Warrant Stock Shortfall Number exceeds the number of Non-Election Shares Warrants and the denominator of which is the total number of Stock Election Shares Warrants and (B2) the Warrant Stock Consideration in respect of the remaining number of such holder’s Stock Election SharesWarrants.
Appears in 2 contracts
Samples: Merger Agreement (First Capital Bancorp, Inc.), Merger Agreement (Park Sterling Corp)
Cash Undersubscribed. If the number of Cash Election Shares (including any Dissenting Shares) is less than the Cash Conversion Number (the amount by which the number of the Cash Election Shares is less than the Cash Conversion Number being referred to herein as the “Stock Shortfall Number”), then:
(i) all Cash Election Shares (including Dissenting Shares) shall be converted into the right to receive the Cash Consideration,
(ii) if the Stock Shortfall Number is less than or equal to the number of Non-Election Shares, all Stock Election Shares shall be converted into the right to receive the Stock Consideration, and each holder of Non-Election Shares shall receive (A1) the Cash Consideration in respect of the number of Non-Election Shares held by such holder multiplied by a fraction, the numerator of which is the Stock Shortfall Number and the denominator of which is the total number of Non-Election Shares and (B2) the Stock Consideration in respect of the remaining number of such holder’s Non-Election Shares, ; or
(iii) if the Stock Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and each holder of Stock Election Shares shall receive (A1) the Cash Consideration in respect of the number of Stock Election Shares held by such holder multiplied by a fraction, the numerator of which is the amount by which the Stock Shortfall Number exceeds the number of Non-Election Shares and the denominator of which is the total number of Stock Election Shares and (B2) the Stock Consideration in respect of the remaining number of such holder’s Stock Election Shares.
Appears in 1 contract