Common use of Number of Stock Elections Less Than the Stock Conversion Number Clause in Contracts

Number of Stock Elections Less Than the Stock Conversion Number. If the aggregate number of shares of Company Common Stock with respect to which a Stock Election is made (collectively, “Stock Election Shares”) is less than the Stock Conversion Number, then: (A) each Stock Election Share will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration; (B) the Exchange Agent will allocate from among the Non-Election Shares, pro rata to the holders of Non-Election Shares in accordance with their respective numbers of Non-Election Shares, a sufficient number of Non-Election Shares so that the sum of such number and the number of Stock Election Shares equals as closely as practicable the Stock Conversion Number, and each such allocated Non-Election Share (each, a “Stock-Selected Non-Election Share”) will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration, provided that if the sum of all Non-Election Shares and Stock Election Shares is equal to or less than the Stock Conversion Number, then all Non-Election Shares will be Stock-Selected Non-Election Shares; (C) if the sum of Stock Election Shares and Non-Election Shares is less than the Stock Conversion Number, the Exchange Agent will allocate from among the shares of Company Common Stock with respect to which a Cash Election is made (collectively, “Cash Election Shares”), other than Cash Election Shares representing Dissenting Shares, pro rata to the holders of such Cash Election Shares in accordance with their respective numbers of Cash Election Shares, a sufficient number of Cash Election Shares so that the sum of such number, the number of all Stock Election Shares and the number of all Non-Election Shares equals as closely as practicable the Stock Conversion Number, and each such allocated Cash Election Share (each, a “Converted Cash Election Share”) will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration; and (D) each Non-Election Share and Cash Election Share that is not a Stock-Selected Non-Election Share or a Converted Cash Election Share (as the case may be) will be, as of the Effective Time, converted into the right to receive the Per Share Cash Consideration.

Number of Stock Elections Less Than the Stock Conversion Number. If the aggregate number of shares of Company Common Stock with respect to which a Stock Election is made Shares (collectively, “Stock on the basis of Election Shares”Forms received as of the Election Deadline) is less than a number equal to the number of Exchangeable Shares minus the result obtained by dividing (x) the product of the number of Exchangeable Shares and the Signing Cash Amount by (y) the Per Share Consideration (the “Stock Conversion Number”), then: (A) each Stock Election Share will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration;, (B) the Exchange Agent will allocate from among the NonNo-Election Shares, pro rata to the holders of NonNo-Election Shares in accordance with their respective numbers of NonNo-Election Shares, a sufficient number of NonNo-Election Shares so that the sum of such number and the number of Stock Election Shares equals as closely as practicable the Stock Conversion Number, and each such allocated NonNo-Election Share (each, a “Stock-Selected NonNo-Election Share”) will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration, provided that if the sum of all NonNo-Election Shares and Stock Election Shares is equal to or less than the Stock Conversion Number, then all NonNo-Election Shares will be Stock-Selected NonNo-Election Shares;, (C) if the sum of Stock Election Shares and NonNo-Election Shares is less than the Stock Conversion Number, the Exchange Agent will allocate from among the shares of Company Common Stock with respect to which a Cash Election is made (collectively, “Cash Election Shares”), other than Cash Election Shares representing Dissenting Shares, pro rata to the holders of such Cash Election Shares in accordance with their respective numbers of Cash Election Shares, a sufficient number of Cash Election Shares so that the sum of such number, the number of all Stock Election Shares and the number of all NonNo-Election Shares equals as closely as practicable the Stock Conversion Number, and each such allocated Cash Election Share (each, a “Converted Cash Election Share”) will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration; , and (D) each NonNo-Election Share and Cash Election Share that is not a Stock-Selected NonNo-Election Share or a Converted Cash Election Share (as the case may be) will be, as of the Effective Time, converted into the right to receive the Per Share Cash Consideration.

Number of Stock Elections Less Than the Stock Conversion Number. If after application of Section 2.1(b) with respect to Mixed Elections and Non-Elections the aggregate number of shares of Company Common Stock with respect to which a Stock Election is Elections are made (collectively, “Stock Election Shares”) is less than an amount equal to the quotient of (x)(I) the Aggregate Number of Shares less (II) the product of the Per Share Exchange Ratio and the aggregate number of Mixed Election Shares and Non-Election Shares, divided by (y) the Per Share Stock Consideration (the “Stock Conversion Number”), then: (A) each Stock Election Share will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration; (B) the Exchange Agent will allocate from among the Non-Election Shares, pro rata to the holders of Non-Election Shares in accordance with their respective numbers of Non-Election Shares, a sufficient number of Non-Election Shares so that the sum of such number and the number of Stock Election Shares equals as closely as practicable the Stock Conversion Number, and each such allocated Non-Election Share (each, a “Stock-Selected Non-Election Share”) will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration, provided that if the sum of all Non-Election Shares and Stock Election Shares is equal to or less than the Stock Conversion Number, then all Non-Election Shares will be Stock-Selected Non-Election Shares; (C) if the sum of Stock Election Shares and Non-Election Shares is less than the Stock Conversion Number, the Exchange Agent will allocate from among the shares of Company Common Stock with respect to which a Cash Election is made (collectively, “Cash Election Shares”), other than Cash Election Shares representing Dissenting Shares, pro rata to the holders of such Cash Election Shares in accordance with their respective numbers of Cash Election Shares, a sufficient number of Cash Election Shares so that the sum of such number, number and the number of all Stock Election Shares and the number of all Non-Election Shares equals as closely as practicable the Stock Conversion Number, and each such allocated Cash Election Share (each, a “Converted Cash Election Share”) will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration; and (DC) each Non-Election Share and Cash Election Share that is not a Stock-Selected Non-Election Share or a Converted Cash Election Share (as the case may be) will be, as of the Effective Time, converted into the right to receive the Per Share Cash Consideration.

Number of Stock Elections Less Than the Stock Conversion Number. If the aggregate number of shares of Company Common Stock with respect to which a Stock Election is made Shares (collectively, “Stock on the basis of valid Election Shares”Forms received as of the Election Deadline) is less than the number obtained by dividing the Aggregate PNC Share Amount by the Exchange Ratio (the “Stock Conversion Number”), then: (A) each Stock Election Share will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration;, (B) the Exchange Agent will allocate from among the NonNo-Election Shares, pro rata to the holders of NonNo-Election Shares in accordance with their respective numbers of NonNo-Election Shares, a sufficient number of NonNo-Election Shares so that the sum of such number and the number of Stock Election Shares equals as closely as practicable the Stock Conversion Number, and each such allocated NonNo-Election Share (each, a “Stock-Selected NonNo-Election Share”) will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration, provided that if the sum of all NonNo-Election Shares and Stock Election Shares is equal to or less than the Stock Conversion Number, then all NonNo-Election Shares will be Stock-Selected NonNo-Election Shares;, (C) if the sum of Stock Election Shares and NonNo-Election Shares is less than the Stock Conversion Number, the Exchange Agent will allocate from among the shares of Company Common Stock with respect to which a Cash Election is made (collectively, “Cash Election Shares”), other than Cash Election Shares representing Dissenting Shares, pro rata to the holders of such Cash Election Shares in accordance with their respective numbers of Cash Election Shares, a sufficient number of Cash Election Shares so that the sum of such number, the number of all Stock Election Shares and the number of all NonNo-Election Shares equals as closely as practicable the Stock Conversion Number, and each such allocated Cash Election Share (each, a “Converted Cash Election Share”) will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration; , and (D) each NonNo-Election Share and Cash Election Share that is not a Stock-Selected NonNo-Election Share or a Converted Cash Election Share (as the case may be) will be, as of the Effective Time, converted into the right to receive the Per Share Cash Consideration.; or

Number of Stock Elections Less Than the Stock Conversion Number. If the aggregate number of shares of Company Common Stock with respect to which a Stock Election is made Shares (collectively, “Stock on the basis of valid Election Shares”Forms received as of the Election Deadline) is less than the number obtained by dividing the Aggregate PNC Share Amount by the Exchange Ratio (the "Stock Conversion Number"), then: (A) each Stock Election Share will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration;, (B) the Exchange Agent will allocate from among the NonNo-Election Shares, pro rata to the holders of NonNo-Election Shares in accordance with their respective numbers of NonNo-Election Shares, a sufficient number of NonNo-Election Shares so that the sum of such number and the number of Stock Election Shares equals as closely as practicable the Stock Conversion Number, and each such allocated NonNo-Election Share (each, a “"Stock-Selected NonNo-Election Share”") will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration, provided that if the sum of all NonNo-Election Shares and Stock Election Shares is equal to or less than the Stock Conversion Number, then all NonNo-Election Shares will be Stock-Selected NonNo-Election Shares;, (C) if the sum of Stock Election Shares and NonNo-Election Shares is less than the Stock Conversion Number, the Exchange Agent will allocate from among the shares of Company Common Stock with respect to which a Cash Election is made (collectively, “Cash Election Shares”), other than Cash Election Shares representing Dissenting Shares, pro rata to the holders of such Cash Election Shares in accordance with their respective numbers of Cash Election Shares, a sufficient number of Cash Election Shares so that the sum of such number, the number of all Stock Election Shares and the number of all NonNo-Election Shares equals as closely as practicable the Stock Conversion Number, and each such allocated Cash Election Share (each, a “"Converted Cash Election Share”") will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration; , and (D) each NonNo-Election Share and Cash Election Share that is not a Stock-Selected NonNo-Election Share or a Converted Cash Election Share (as the case may be) will be, as of the Effective Time, converted into the right to receive the Per Share Cash Consideration.; or

Number of Stock Elections Less Than the Stock Conversion Number. If the aggregate number of shares of Company Common Stock with respect to which a Stock Election is made Shares (collectively, “Stock on the basis of valid Election Shares”Forms received as of the Election Deadline) is less than the Stock Conversion Numbernumber obtained by dividing the Aggregate PNC Share Amount by the Exchange Ratio (the "STOCK CONVERSION NUMBER"), then: (A) each Stock Election Share will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration;, (B) the Exchange Agent will allocate from among the NonNo-Election Shares, pro rata to the holders of NonNo-Election Shares in accordance with their respective numbers of NonNo-Election Shares, a sufficient number of NonNo-Election Shares so that the sum of such number and the number of Stock Election Shares equals as closely as practicable the Stock Conversion Number, and each such allocated NonNo-Election Share (each, a “Stock"STOCK-Selected NonSELECTED NO-Election Share”ELECTION SHARE") will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration, provided PROVIDED that if the sum of all NonNo-Election Shares and Stock Election Shares is equal to or less than the Stock Conversion Number, then all NonNo-Election Shares will be Stock-Selected NonNo-Election Shares;, (C) if the sum of Stock Election Shares and NonNo-Election Shares is less than the Stock Conversion Number, the Exchange Agent will allocate from among the shares of Company Common Stock with respect to which a Cash Election is made (collectively, “Cash Election Shares”), other than Cash Election Shares representing Dissenting Shares, pro rata to the holders of such Cash Election Shares in accordance with their respective numbers of Cash Election Shares, a sufficient number of Cash Election Shares so that the sum of such number, the number of all Stock Election Shares and the number of all NonNo-Election Shares equals as closely as practicable the Stock Conversion Number, and each such allocated Cash Election Share (each, a “Converted Cash Election Share”"CONVERTED CASH ELECTION SHARE") will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration; , and (D) each NonNo-Election Share and Cash Election Share that is not a Stock-Selected NonNo-Election Share or a Converted Cash Election Share (as the case may be) will be, as of the Effective Time, converted into the right to receive the Per Share Cash Consideration.; or

Number of Stock Elections Less Than the Stock Conversion Number. If the aggregate number of shares of Company Common Stock with respect to which a Stock Election is made (collectively, “"Stock Election Shares”") is less than the Stock Conversion Number, then: (A) each Stock Election Share will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration; (B) the Exchange Agent will allocate from among the Non-Election Shares, pro rata to the holders of Non-Election Shares in accordance with their respective numbers of Non-Election Shares, a sufficient number of Non-Election Shares so that the sum of such number and the number of Stock Election Shares equals as closely as practicable the Stock Conversion Number, and each such allocated Non-Election Share (each, a “"Stock-Selected Non-Election Share”") will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration, provided that if the sum of all Non-Election Shares and Stock Election Shares is equal to or less than the Stock Conversion Number, then all Non-Election Shares will be Stock-Selected Non-Election Shares; (C) if the sum of Stock Election Shares and Non-Election Shares is less than the Stock Conversion Number, the Exchange Agent will allocate from among the shares of Company Common Stock with respect to which a Cash Election is made (collectively, “"Cash Election Shares”"), other than Cash Election Shares representing Dissenting Shares, pro rata to the holders of such Cash Election Shares in accordance with their respective numbers of Cash Election Shares, a sufficient number of Cash Election Shares so that the sum of such number, the number of all Stock Election Shares and the number of all Non-Election Shares equals as closely as practicable the Stock Conversion Number, and each such allocated Cash Election Share (each, a “"Converted Cash Election Share”") will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration; and (D) each Non-Election Share and Cash Election Share that is not a Stock-Selected Non-Election Share or a Converted Cash Election Share (as the case may be) will be, as of the Effective Time, converted into the right to receive the Per Share Cash Consideration.

Number of Stock Elections Less Than the Stock Conversion Number. If the aggregate number of shares of Company Common Stock with respect to which a Stock Election is made (collectively, “Stock Election Shares”) is less than the Stock Conversion Number, then: (A) each Stock Election Share will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration; (B) the Exchange Agent will allocate from among the Non-Election Shares, pro rata to the holders of Non-Election Shares in accordance with their respective numbers of Non-Election Shares, a sufficient number of Non-Election Shares so that the sum of such number and the number of Stock Election Shares equals as closely as practicable the Stock Conversion Number, and each such allocated Non-Election Share (each, a “Stock-Selected Non-Election Share”) will be, as of the Effective Time, converted into the 9 right to receive the Per Share Stock Consideration, provided that if the sum of all Non-Election Shares and Stock Election Shares is equal to or less than the Stock Conversion Number, then all Non-Election Shares will be Stock-Selected Non-Election Shares; (C) if the sum of Stock Election Shares and Non-Election Shares is less than the Stock Conversion Number, the Exchange Agent will allocate from among the shares of Company Common Stock with respect to which a Cash Election is made (collectively, “Cash Election Shares”), other than Cash Election Shares representing Dissenting Shares, pro rata to the holders of such Cash Election Shares in accordance with their respective numbers of Cash Election Shares, a sufficient number of Cash Election Shares so that the sum of such number, the number of all Stock Election Shares and the number of all Non-Election Shares equals as closely as practicable the Stock Conversion Number, and each such allocated Cash Election Share (each, a “Converted Cash Election Share”) will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration; and (D) each Non-Election Share and Cash Election Share that is not a Stock-Selected Non-Election Share or a Converted Cash Election Share (as the case may be) will be, as of the Effective Time, converted into the right to receive the Per Share Cash Consideration.

Number of Stock Elections Less Than the Stock Conversion Number. If the aggregate number of shares of Company Common Stock with respect to which a Stock Election is made Shares (collectively, “Stock on the basis of valid Election Shares”Forms received as of the Election Deadline) is less than the number obtained by dividing the Aggregate Buyer Share Amount by the Exchange Ratio (the “Stock Conversion Number”), then: (A) each Stock Election Share will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration;, (B) the Exchange Agent will allocate from among the NonNo-Election Shares, pro rata to the holders of NonNo-Election Shares in accordance with their respective numbers of NonNo-Election Shares, a sufficient number of NonNo-Election Shares so that the sum of such number and the number of Stock Election Shares equals as closely as practicable the Stock Conversion Number, and each such allocated NonNo-Election Share (each, a “Stock-Selected NonNo-Election Share”) will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration, provided that if the sum of all NonNo-Election Shares and Stock Election Shares is equal to or less than the Stock Conversion Number, then all NonNo-Election Shares will be Stock-Selected NonNo-Election Shares;, (C) if the sum of Stock Election Shares and NonNo-Election Shares is less than the Stock Conversion Number, the Exchange Agent will allocate from among the shares of Company Common Stock with respect to which a Cash Election is made (collectively, “Cash Election Shares”), other than Cash Election Shares representing Dissenting Shares, pro rata to the holders of such Cash Election Shares in accordance with their respective numbers of Cash Election Shares, a sufficient number of Cash Election Shares so that the sum of such number, the number of all Stock Election Shares and the number of all NonNo-Election Shares equals as closely as practicable the Stock Conversion Number, and each such allocated Cash Election Share (each, a “Converted Cash Election Share”) will be, as of the Effective Time, converted into the right to receive the Per Share Stock Consideration; , and (D) each NonNo-Election Share and Cash Election Share that is not a Stock-Selected NonNo-Election Share or a Converted Cash Election Share (as the case may be) will be, as of the Effective Time, converted into the right to receive the Per Share Cash Consideration.; or