Proration of Election Price. (a) The number of shares of Siebel Stock eligible to be converted into the right to receive the Stock Election Price at the Effective Time shall not exceed the number of shares of Siebel Stock which is equal to 30% of the shares of Siebel Stock outstanding immediately prior to the Effective Time (excluding any shares of Siebel Stock to be canceled pursuant to Section 3.02(a)) (the “Stock Election Number”).
(b) If the number of Stock Electing Siebel Shares exceeds the Stock Election Number, then such Stock Electing Siebel Shares shall be treated in the following manner:
(i) A stock proration factor (the “Stock Proration Factor”) shall be determined by dividing the Stock Election Number by the total number of Stock Electing Siebel Shares.
(ii) A number of Stock Electing Siebel Shares covered by each stockholder’s Stock Election equal to the product of (x) the Stock Proration Factor and (y) the total number of Stock Electing Siebel Shares covered by such Stock Election shall be converted into the right to receive the Stock Election Price.
(iii) Each Stock Electing Siebel Share, other than those shares of Siebel Stock converted into the right to receive the Stock Election Price in accordance with Section 3.04(b)(ii), shall be converted into the right to receive the Cash Election Price as if such Shares of Siebel Stock were not Stock Electing Siebel Shares.
(c) If the number of Stock Electing Siebel Shares is less than or equal to the Stock Election Number, then each Stock Electing Siebel Share shall be converted into the right to receive the Stock Election Price and each other share of Siebel Stock (other than shares of Siebel Stock to be canceled pursuant to Section 3.02(a)) shall be converted into the right to receive the Cash Election Price.
Proration of Election Price. 5 Section 1.05. Surrender and Payment...................................6 Section 1.06.
Proration of Election Price. (i) Subject to adjustment pursuant to Section 11.01(d)(iii) of the Merger Agreement, the number of Merged Shares to be converted into the right to receive the Cash Election Price at the Effective Time (the “Cash Election Number”) shall equal the number of Merged Shares which is 40% of the Merged Shares outstanding at the Effective Time (excluding any Merger Shares to be canceled pursuant to Section 6(a)(i)).
(ii) If the number of Cash Electing Merged Shares exceeds the Cash Election Number, then such Cash Electing Merged Shares shall be treated in the following manner:
(A) a cash proration factor (the “Cash Proration Factor”) shall be determined by dividing the Cash Election Number by the total number of Cash Electing Merged Shares;
(B) a number of Cash Electing Merged Shares covered by each shareholder’s Cash Election equal to the product of (x) the Cash Proration Factor and (y) the total number of Cash Electing Merged Shares covered by such Cash Election shall be converted into the right to receive the Cash Election Price; and
(C) each Cash Electing Merged Share, other than those Merged Shares converted into the right to receive the Cash Election Price in accordance with Section 6(c)(ii)(B), shall be converted into the right to receive the Stock Election Price as if such Merged Shares were not Cash Electing Merged Shares.
(iii) If the number of Cash Electing Merged Shares is equal to the Cash Election Number, then each Cash Electing Merged Share shall be converted into the right to receive the Cash Election Price and each other Merged Share (other than Merged Shares to be canceled pursuant to Section 6(a)(i)) shall be converted into the right to receive the Stock Election Price.
(iv) If the number of Cash Electing Merged Shares is less than the Cash Election Number, then:
(A) each Cash Electing Merged Share shall be converted into the right to receive the Cash Election Price; and
(B) the Merged Shares as to which a Cash Election is not in effect, excluding Merged Shares to be cancelled pursuant to Section 6(a)(i), (the “Non-Electing Merged Shares”) shall be treated in the following manner:
(1) a stock proration factor (the “Stock Proration Factor”) shall be determined by dividing (x) the difference between the Cash Election Number and the number of Cash Electing Merged Shares, by (y) the total number of Non-Electing Merged Shares;
(2) A number of Non-Electing Merged Shares of each shareholder equal to the product of (x) the Stock Proration Factor and (y)...
Proration of Election Price. (a) Notwithstanding anything in this Agreement to the contrary but subject to Sections 1.02(a) and 1.06, the number of Shares to be converted into the right to retain Company Stock at the Effective Time (the "STOCK ELECTION NUMBER") shall be 485,010 (excluding for this purpose any Shares to be canceled pursuant to Section 1.02(a)).
(b) If the number of Stock Electing Shares exceeds the Stock Election Number, then such Stock Electing Shares shall be converted into the right to retain the Stock Election Price or the right to receive cash in accordance with the terms of Section 1.02(e) in the following manner:
(i) A stock proration factor (the "STOCK PRORATION FACTOR") shall be determined by dividing the Stock Election Number by the total number of Stock Electing Shares.
(ii) The number of Stock Electing Shares covered by each Stock Election to be converted into the right to retain the Stock Election Price
Proration of Election Price. (a) Notwithstanding anything in this Agreement to the contrary but subject to Sections 1.02
(a) and 1.06, the number of Shares to be converted into the right to retain Company Stock at the Effective Time (the "STOCK ELECTION NUMBER") shall be the sum of (A) 1,474,345 plus (B) 5.3% of the number of Shares, if any, issued after April 21, 1997 but prior to the Effective Time in respect of Options (as defined below) or Warrants (as defined below) (excluding for this purpose any Shares to be canceled pursuant to Section 1.02(a)).
(b) If the number of Stock Electing Shares exceeds in the aggregate the Stock Election Number, then the Stock Electing Shares for each Stock Election shall be converted into the right to retain the Stock Election Price or the right to receive the Cash Election Price in accordance with the terms of Section 1.02(e) in the following manner:
(i) A stock proration factor (the "STOCK PRORATION FACTOR") shall be determined by dividing the Stock Election Number by the total number of Stock Electing Shares.
(ii) The number of Stock Electing Shares covered by each Stock Election to be converted into the right to retain the Stock Election Price shall be determined by multiplying the Stock Proration Factor by the total number of Stock Electing Shares covered by such Stock Election.
(iii) Each Stock Electing Share, other than any Shares converted into the right to receive the Stock Election Price in accordance with
Proration of Election Price. (a) The number of shares of Carrollton Common Stock to be converted into the right to receive the Cash Election Price at the Effective Time shall not exceed the Cash Election Number.
(b) If the number of Cash Electing Shares exceeds the Cash Election Number, then such Cash Electing Shares shall be treated in the following manner:
(i) A cash proration factor (the “Cash Proration Factor”) shall be determined by dividing the Cash Election Number by the total number of Cash Electing Shares.
(ii) A number of Cash Electing Shares covered by each stockholder’s Cash Election equal to the product of (x) the Cash Proration Factor and (y) the total number of Cash Electing Shares covered by such Cash Election shall be converted into the right to receive the Cash Election Price; provided, however, that any fractional Cash Electing Shares resulting from such multiplication shall be rounded down to the next whole share.
(iii) Each Cash Electing Share, other than those shares of Carrollton Common Stock converted into the right to receive the Cash Election Price in accordance with Section 4.03(b)(ii), shall, following the Effective Time, continue to represent one share of Carrollton Common Stock as if such shares were not Cash Electing Shares.
Proration of Election Price. (i) The number of FBS Shares to be converted into the right to receive the Cash Election Price at the Effective Time shall not exceed the number of FBS Shares which is 25% of FBS Shares outstanding at the Effective Time (the “Cash Election Number”).
(ii) If the number of Cash Electing FBS Shares exceeds the Cash Election Number, then such Cash Electing FBS Shares shall be treated in the following manner:
(A) A cash proration factor (the “Cash Proration Factor”) shall be determined by dividing the Cash Election Number by the total number of Cash Electing FBS Shares.
(B) A number of Cash Electing FBS Shares covered by each shareholder’s Cash Election equal to the product of (x) the Cash Proration Factor and (y) the total number of Cash Electing FBS Shares covered by such Cash Election shall be converted into the right to receive the Cash Election Price, provided that any fractional Cash Electing FBS Shares resulting from such multiplication shall be rounded down to the next whole share.
(C) Each Cash Electing FBS Share, other than those FBS Shares converted into the right to receive the Cash Election Price in accordance with Section 4(d)(ii)(B) above, shall, following the Effective Time, represent one share of Surviving Corporation Common Stock as if such FBS Shares were not Cash Electing FBS Shares.
Proration of Election Price. 10 Section 3.04. Election Procedures; Exchange Agent..............................................12 Section 3.05. Exchange Procedures; Surrender and Payment......................................13 Section 3.06. Dissenters' Shares..............................................................14 Section 3.07. Stock Options...................................................................15 Section 3.08. Adjustments.....................................................................15 Section 3.09.
Proration of Election Price. Subject to adjustment pursuant to Section 11.01(d)(iii), the number of Company Shares to be converted into the right to receive the Cash Election Price at the Effective Time shall not be less than the number of Company Shares which is equal to (i) 34% of the Company Shares outstanding at the Effective Time (excluding any Company Shares to be canceled pursuant to Section 3.01(a)) minus (ii) the number of Dissenters' Shares at the Effective Time (such difference, the "MINIMUM CASH ELECTION NUMBER") and shall not exceed the number of Company Shares which is equal to (i) 50% of the Company Shares outstanding at the Effective Time (excluding any Company Shares to be canceled pursuant to Section 3.01(a)) minus (ii) the number of Dissenters' Shares at the Effective Time (such difference, the "MAXIMUM CASH ELECTION NUMBER").
Proration of Election Price. (ai Notwithstanding anything in this Agreement to the contrary but subject to Sections 2.02(a) and 2.06, the number of Shares to be converted into the right to retain Surviving Corporation Stock at the Effective Time (the "Stock Election Number") shall be 113,514 (excluding for this purpose any Shares to be canceled pursuant to Section 2.02(a)). Prior to the mailing of the Company Proxy Statement, Buyer may by written notice to the Company increase the Stock Election Number to an amount not in excess of 150,000.
