Common use of Maximum Cash Consideration Oversubscribed Clause in Contracts

Maximum Cash Consideration Oversubscribed. If the number of Cash Election Shares times the Per Share Cash Consideration is greater than the Maximum Cash Consideration, then: (1) all Stock Election Shares and all No-Election Shares shall be converted at the Effective Time into the right to receive Meadowbrook Common Stock; (2) the Exchange Agent shall convert on a pro rata basis as described in Section 3.2(e) a sufficient number of Cash Election Shares (“Reallocated Stock Shares”) into Stock Election Shares times the Per Share Cash Consideration such that the number of remaining Cash Election Shares equals the Maximum Cash Consideration, and all Reallocated Stock Shares shall be converted at the Effective Time into the right to receive Meadowbrook Common Stock; and (3) the Cash Election Shares which are not Reallocated Stock Shares shall be converted at the Effective Time into the right to receive cash.

Maximum Cash Consideration Oversubscribed. If the number of Cash Election Shares times the Per Share Cash Consideration Amount is greater than the Maximum Cash ConsiderationValue, then: (1i) all Stock Election Shares and all NoNon-Election Electing Shares shall be converted at the Effective Time into the right to receive Meadowbrook WSFS Common Stock; (2ii) the Exchange Agent shall convert on a pro rata basis basis, as described in Section 3.2(e) 2.2(f), a sufficient number of Cash Election Shares into Stock Election Shares (“Reallocated Stock Shares”) into Stock Election Shares times the Per Share Cash Consideration such that the number of remaining Cash Election Shares times the Per Share Cash Amount equals the Maximum Cash ConsiderationValue, and all Reallocated Stock Shares shall be converted at the Effective Time into the right to receive Meadowbrook WSFS Common Stock; and (3iii) the Cash Election Shares which that are not Reallocated Stock Shares shall be converted at the Effective Time into the right to receive cash.

Maximum Cash Consideration Oversubscribed. If the number of Cash Election Shares times the Per Share Cash Consideration is greater than the Maximum Cash Consideration, then: (1) all each Stock Election Shares Share and all each No-Election Shares Share shall be converted at the Effective Time into the right to receive Meadowbrook Common Stockthe Per Share Stock Consideration; (2) the Exchange Agent shall convert on a pro rata basis as described below in Section 3.2(e2.2(e) hereof a sufficient number of Cash Election Shares into Stock Election Shares (“Reallocated Stock Shares”) into Stock Election Shares times the Per Share Cash Consideration such that the number of remaining Cash Election Shares times the Per Share Cash Consideration equals the Maximum Cash Consideration, and all Reallocated Stock Shares shall be converted at the Effective Time into the right to receive Meadowbrook Common Stockthe Per Share Stock Consideration; and (3) the each Cash Election Shares Share which are is not a Reallocated Stock Shares Share shall be converted at the Effective Time into the right to receive cashthe Per Share Cash Consideration.

Maximum Cash Consideration Oversubscribed. If the number of Cash Election Shares times the Per Share Cash Consideration is greater than the Maximum Cash Consideration, then: (1) all Stock Election Shares and all No-Election Shares shall be converted at the Effective Time into the right to receive Meadowbrook First Place Common Stock; (2) the Exchange Agent shall convert on a pro rata basis as described below in Section 3.2(e2.2(e) hereof a sufficient number of Cash Election Shares (“Reallocated Stock Shares”) such that the number of remaining Cash Election Shares into Stock Election Shares times the Per Share Cash Consideration such that the number of remaining Cash Election Shares equals the Maximum Cash Consideration, and all Reallocated Stock Shares shall be converted at the Effective Time into the right to receive Meadowbrook First Place Common Stock; and (3) the Cash Election Shares which are not Reallocated Stock Shares shall be converted at the Effective Time into the right to receive cash.