Common use of Proration for Oversubscription of Stock Election Clause in Contracts

Proration for Oversubscription of Stock Election. In the event that the aggregate Stock Election Consideration payable in respect of the aggregate Stock Election Shares would be greater than the Maximum Stock Election Consideration: (i) each Mixed Election Share shall be converted into the right to receive the Mixed Election Consideration; (ii) each Cash Election Share shall be converted into the right to receive the Cash Election Consideration; and (iii) the number of Stock Election Shares that shall be converted into the right to receive the Stock Election Consideration shall be equal to the product obtained by multiplying (A) the number of Stock Election Shares by (B) a fraction, the numerator of which is the Maximum Stock Election Consideration and the denominator of which is the aggregate Stock Election Consideration payable in respect of the aggregate Stock Election Shares (prior to the conversion contemplated by this Section 3.4(b)(iii)), with the remaining number of Stock Election Shares being converted into the right to receive the Cash Election Consideration. For the avoidance of doubt, in the circumstances where this Section 3.4(b) is applicable, each record holder of Stock Election Shares shall, to the extent reasonably possible, receive the same proportion of Stock Election Consideration, and the same proportion of Cash Election Consideration, with respect to their aggregate Stock Election Shares as each other record holder of Stock Election Shares receives in respect of their aggregate Stock Election Shares pursuant to this Section 3.4(b).

Proration for Oversubscription of Stock Election. In the event that the aggregate Stock Election Consideration payable number of Company Shares in respect of which Stock Elections have been made exceeds the aggregate Stock Election Number, all Company Shares would be greater than the Maximum Stock Election Consideration: (i) each Mixed Election Share in respect of which Cash Elections have been made pursuant to this Section 4.2 shall be converted into the right to receive the Mixed Cash Consideration, and all Stock Election Consideration; (ii) each Cash Election Share Shares shall be converted into the right to receive Stock Consideration or Cash Consideration in the following manner: (A) the Stock Election Shares held by each record holder of Company Shares shall be deemed converted to Cash Election Shares, on a pro-rata basis based on the ratio of (x) one minus (y) the Stock Election Number divided by the aggregate number of Stock Election Shares, such that the aggregate number of Stock Election Shares so deemed converted, when added to the other Cash Election Shares, shall equal as closely as practicable the Cash Election Consideration; and Number (iii) rounding the number of Stock Election Shares of a holder that are to remain Stock Election Shares downward where needed), and all such Stock Election Shares so deemed converted (“Deemed Converted Stock Election Shares”) shall be converted into the right to receive the Stock Election Consideration shall be equal to the product obtained by multiplying Cash Consideration; and (AB) the number of any remaining Stock Election Shares held by (B) a fraction, the numerator each record holder of which is the Maximum Stock Election Consideration and the denominator of which is the aggregate Stock Election Consideration payable in respect of the aggregate Stock Election Company Shares (prior to the conversion contemplated by this Section 3.4(b)(iii)), with the remaining number of Stock Election Shares being shall be converted into the right to receive the Cash Election Stock Consideration. For the avoidance of doubt, in the circumstances where this Section 3.4(b4.2(b)(vi) is applicable, each record holder of Stock Election Shares shall, shall to the extent reasonably possible, possible receive the same proportion of Stock Election Consideration, and the same proportion of Cash Election Consideration, with respect to their aggregate Stock Election Shares as each other record holder of Stock Election Shares receives in respect of their aggregate Stock Election Shares pursuant to this Section 3.4(b4.2(b)(vi).