Election Adjustments Sample Clauses

Election Adjustments. Notwithstanding any other provision to the contrary contained in this Agreement, in the event any contributions made by or on behalf of a Participant, when aggregated with Employer Matching Contributions allocated to him, would exceed the limitations set forth in Section 4.2 or Section 7.6, as the case may be, the elections contained in this Article IV with respect to such Participant’s contributions shall be adjusted prospectively in accordance with procedures adopted by the Committee in such a manner so as to prevent such limits from being exceeded.

Election Adjustments. If the aggregate number of shares of Company Common Stock covered by Cash Elections (the "Cash Election Shares") exceeds the Cash Election Number, (i) all shares of Company Common Stock covered by Stock Elections (the "Stock Election Shares") and all shares of Company Common Stock covered by Non-Elections (the "Non-Election Shares") shall be converted into the right to receive the Stock Consideration, and (ii) all Cash Election Shares shall be converted into the right to receive Zions Bancorp Stock and cash in the following manner: each Cash Election Share shall be converted into the right to receive (A) an amount in cash, without interest, equal to the product (1) the Common Cash Consideration and (2) a fraction (the "Cash Fraction"), the numerator of which shall be the Cash Election Number and the denominator of which shall be the total number of Cash Election Shares, and (B) a number of shares of Zions Bancorp Stock equal to the product of (1) the Common Stock Consideration and (2) a fraction equal to one minus the Cash Fraction.

Election Adjustments. Notwithstanding anything in this Agreement to the contrary: (i) to the fullest extent permitted by Law, for purposes of determining the allocations set forth in Section 2.1(b), Parent shall have the right to require, but not the obligation to require (unless such requirement is necessary to satisfy the conditions set forth in Section 6.2(c) or Section 6.3(d)), that any shares of Company Common Stock that constitute Appraisal Shares as of the Election Deadline be treated as Cash Election Shares not subject to the pro rata selection process contemplated by Section 2.1(b), including the second sentence of Section 2.1(b)(ii), and, if Parent so requires, then, to the fullest extent permitted by Law, such Appraisal Shares shall be treated as Cash Election Shares not subject to the pro rata selection process contemplated by Section 2.1(b) and the Merger Consideration will be adjusted accordingly, including the deduction of the aggregate amount payable attributable to the Appraisal Shares from the Available Cash Election Amount; and (ii) if and to the minimum extent necessary to satisfy the conditions set forth in Sections 6.2(c) and 6.3(d), the Per Share Mixed Election Cash Amount shall be decreased, and the Per Share Mixed Election Stock Amount shall be correspondingly increased; provided that the sum of the Per Share Mixed Election Cash Amount and the Per Share Mixed Election Stock Amount shall at all times equal $3.00.

Election Adjustments. (1) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 3.02(e), each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which shall be the Stock Conversion Number and the denominator of which shall be the Stock Election Number, with the remaining number of such holder's Stock Election Shares being converted into the right to receive the Cash Consideration. (2) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the "SHORTFALL NUMBER"), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.02(e), each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder's Non-Election Shares being converted into the right to receive the Cash Consideration, or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 3.02(e), each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, th...

Election Adjustments. The allocation among the holders of Company Stock of rights to receive the applicable Per Share Stock Consideration and the applicable Per Share Cash Consideration in the Merger will be made as follows: