Common use of Proration of Election Price Clause in Contracts

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. (a) The Subject to adjustment pursuant to Section 11.1(d)(iii), the number of shares of Siebel Stock eligible Company Shares to be converted into the right to receive the Stock Cash Election Price Consideration at the Effective Time shall not exceed be less than the number of shares of Siebel Stock Company Shares which is equal to 30(i) 40% of the shares of Siebel Stock Company Shares outstanding immediately prior to at the Effective Time (excluding any shares of Siebel Stock Company Shares to be canceled pursuant to Section 3.02(a3.1(a)) minus (ii) the “Stock Election Number”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 3.1(a)) minus (ii) the number of Dissenters' Shares at the Effective Time (such difference, the "MAXIMUM CASH ELECTION NUMBER"). (b) If the number of Stock Cash Electing Siebel Company Shares exceeds the Stock Maximum Cash Election Number, then such Stock Cash Electing Siebel Company Shares shall be treated in the following manner: (i) A stock cash proration factor (the “Stock Proration Factor”"CASH PRORATION FACTOR") shall be determined by dividing (x) the Stock Maximum Cash Election Number by (y) the total number of Stock Cash Electing Siebel Company Shares. (ii) A number of Stock Cash Electing Siebel Company Shares covered by each stockholder’s 's Cash Election equal to the product of (x) the Cash Proration Factor and (y) the total number of Cash Electing Company Shares covered by such Cash Election shall be converted into the right to receive the Cash Election Consideration. (iii) Each Cash Electing Company Share, other than those Company Shares converted into the right to receive the Cash Election Price in accordance with Section 3.3(b)(ii), shall be converted into the right to receive the Stock Election Consideration as if such Company Shares were not Cash Electing Company Shares. (c) If the number of Cash Electing Company Shares is greater than or equal to the Minimum Cash Election Number and less than or equal to the Maximum Cash Election Number, then each Cash Electing Company Share shall be converted into the right to receive the Cash Election Price and each other Company Share (other than Company Shares to be canceled pursuant to Section 3.1(a) and other than Dissenters' Shares) shall be converted into the right to receive the Stock Election Consideration. (d) If the number of Cash Electing Company Shares is less than the Minimum Cash Election Number, then: (i) Each Cash Electing Company Share shall be converted into the right to receive the Cash Election Price. (ii) The Company Shares as to which a Cash Election is not in effect, excluding Company Shares to be cancelled pursuant to Section 3.1(a), (the "NON-ELECTING COMPANY SHARES") shall be treated in the following manner: (A) A stock proration factor (the "STOCK PRORATION FACTOR") shall be determined by dividing (x) the difference between the Minimum Cash Election Number and the number of Cash Electing Company Shares, by (y) the total number of Non-Electing Company Shares. (B) A number of Non-Electing Company Shares of each stockholder equal to the product of (x) the Stock Proration Factor and (y) the total number of Stock Non-Electing Siebel Company Shares covered by of 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), stockholder shall be converted into the right to receive the Cash Election Price as if (and a Cash Election shall be deemed to have been made with respect to such Shares of Siebel Stock were not Stock Electing Siebel Company Shares). (cC) If the number Each Non-Electing Company Share of Stock Electing Siebel Shares each stockholder as to which a Cash Election is less than or equal not deemed made pursuant to the Stock Election Number, then each Stock Electing Siebel Share Section 3.3(d)(ii)(B) 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 PriceConsideration.

Proration of Election Price. (a) The Notwithstanding anything in this Agreement to the contrary but subject to Sections 1.02(a) and 1.06, the number of shares of Siebel Stock eligible Shares to be converted into the right to receive the retain Company Stock Election Price at the Effective Time (the "Stock Election Number") 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 be 485,010 (excluding for this purpose any shares of Siebel Stock Shares to be canceled pursuant to Section 3.02(a1.02(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 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 Siebel Shares. (ii) A The number of Stock Electing Siebel Shares covered by each stockholder’s Stock Election equal to be converted into the product of (x) right to retain the Stock Election Price shall be determined by multiplying the Stock Proration Factor and (y) by the total number of Stock Electing Siebel Shares covered by such Stock Election shall be converted into the right to receive the Stock Election PriceElection. (iii) Each All Stock Electing Siebel ShareShares, other than those shares of Siebel Stock Shares converted into the right to receive the Stock Election Price in accordance with Section 3.04(b)(ii1.04(b)(ii), shall be converted into cash (on a consistent basis among stockholders who made the right Election referred to receive in Section 1.02(e)(i), pro rata to the Cash Election Price number of shares as to which they made such Election) as if such Shares of Siebel Stock were not Stock Electing Siebel SharesShares in accordance with the terms of Section 1.02(e)(ii). (c) If the number of Stock Electing Siebel Shares is less than or equal to the Stock Election Number, then each all Stock Electing Siebel Share Shares shall be converted into the right to receive the Stock Election Price in accordance with the terms of Section 1.02(e)(i), and each other share of Siebel Stock all Shares (other than shares of Siebel Stock Electing Shares, Shares to be canceled cancelled pursuant to Section 3.02(a)1.02(a) and Dissenting Shares) shall be converted into cash. (d) If the number of Stock Electing Shares is less than the Stock Election Number, then: (i) All Stock Electing Shares shall be converted into the right to receive the Stock Election Price in accordance with Section 1.02(e)(i). (ii) Such number of Shares with respect to which a Stock Election is not in effect, excluding Shares to be cancelled pursuant to Section 1.02(a) and Dissenting Shares (as defined in Section 1.06) ("Non-Electing Shares"), shall be converted into the right to retain the Stock Election Price (and a Stock Election shall be deemed to have been made with respect to such Shares) in accordance with Section 1.02 (e) in the following manner: (A) a cash proration factor (the "Cash Proration Factor") shall be determined by dividing (x) the difference between the Stock Election PriceNumber and the number of Stock Electing Shares, by (y) the total number of Non-Electing Shares; and (B) the number of Non-Electing Shares of each stockholder to be converted into the right to retain the Stock Election Price shall be determined by multiplying the Cash Proration Factor by the total number of Non-Electing Shares of such stockholder, so that the aggregate number of Stock Electing Shares and Non-Electing Shares converted into such right equals the Stock Election Number.

Proration of Election Price. (a) The Notwithstanding anything in this Agreement to the contrary but subject to Sections 1.02(a) and 1.06, the number of shares of Siebel Stock eligible Shares to be converted into the right to receive the retain Company Stock Election Price at the Effective Time (the "Stock Election Number") shall not exceed be the sum of (A) 1,474,345 plus (B) 5.3% of the number of shares of Siebel Stock which is equal to 30% of the shares of Siebel Stock outstanding immediately 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 of Siebel Stock Shares to be canceled pursuant to Section 3.02(a1.02(a)) (the “Stock Election Number”). (b) If the number of Stock Electing Siebel Shares exceeds in the aggregate the Stock Election Number, then such the Stock Electing Siebel Shares for each Stock Election shall be treated 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 Siebel Shares. (ii) A The number of Stock Electing Siebel Shares covered by each stockholder’s Stock Election equal to be converted into the product of (x) right to retain the Stock Election Price shall be determined by multiplying the Stock Proration Factor and (y) by the total number of Stock Electing Siebel Shares covered by such Stock Election shall be converted into the right to receive the Stock Election PriceElection. (iii) Each Stock Electing Siebel Share, other than those shares of Siebel Stock any Shares converted into the right to receive the Stock Election Price in accordance with Section 3.04(b)(ii1.04(b)(ii), shall be converted into the right to receive the Cash Election Price as if such Shares of Siebel Stock shares were not Stock Electing Siebel SharesShares in accordance with the terms of Section 1.02(e)(ii). (c) If the number of Stock Electing Siebel Shares is less than or equal to the Stock Election Number, then each all Stock Electing Siebel Share Shares shall be converted into the right to receive the Stock Election Price in accordance with the terms of Section 1.02(e)(i), and each other share of Siebel Stock (all Shares other than shares of Siebel Stock to be canceled pursuant to Section 3.02(a)) Electing Shares shall be converted into the right to receive the Cash Election Price. (d) If the number of Stock Electing Shares is less in the aggregate than the Stock Election Number, then: (i) All Stock Electing Shares shall be converted into the right to receive the Stock Election Price in accordance with Section 1.02(e)(i). (ii) Such number of Shares with respect to which a Stock Election is not in effect ("Non-Electing Shares") shall be converted into the right to retain the Stock Election Price (and a Stock Election shall be deemed to have been made with respect to such Shares) in accordance with Section 1.02 (e) in the following manner: (A) a cash proration factor (the "Cash Proration Factor") shall be determined by dividing (x) the difference between the Stock Election Number and the number of Stock Electing Shares, by (y) the total number of Shares other than Stock Electing Shares and Dissenting Shares (as defined in Section 1.06); and (B) the number of Shares in addition to Stock Electing Shares to be converted into the right to retain the Stock Election Price shall be determined by multiplying the Cash Proration Factor by the total number of Shares other than Stock Electing Shares and Dissenting Shares so that the aggregate number of Stock Electing Shares and Non-Electing Shares converted into such right equals the Stock Election Number. Subject to the provisions of Section 1.04(d)(ii), the Exchange Agent shall determine (on a consistent basis among stockholders who held Shares as to which they did not make the election referred to in Section 1.02(e)(i), pro rata to the number of shares as to which they did not make such election) which Non-Electing Shares shall be converted into the right to receive the Stock Election Price.

Proration of Election Price. (a) The Subject to adjustment pursuant to Section 11.01(d)(iii), the number of shares of Siebel Stock eligible Company Shares to be converted into the right to receive the Stock Cash Election Price at the Effective Time shall not exceed be less than the number of shares of Siebel Stock Company Shares which is equal to 30(i) 34% of the shares of Siebel Stock Company Shares outstanding immediately prior to at the Effective Time (excluding any shares of Siebel Stock Company Shares to be canceled pursuant to Section 3.02(a3.01(a)) minus (ii) the number of Dissenters’ Shares at the Effective Time (such difference, the “Stock 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”). (b) If the number of Stock Cash Electing Siebel Company Shares exceeds the Stock Maximum Cash Election Number, then such Stock Cash Electing Siebel Company Shares shall be treated in the following manner: (i) A cash proration factor (the “Cash Proration Factor”) shall be determined by dividing (x) the Maximum Cash Election Number by (y) the total number of Cash Electing Company Shares. (ii) A number of Cash Electing Company 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 Company Shares covered by such Cash Election shall be converted into the right to receive the Cash Election Price. (iii) Each Cash Electing Company Share, other than those Company Shares converted into the right to receive the Cash Election Price in accordance with Section 3.03(b)(ii), shall be converted into the right to receive the Stock Election Price as if such Company Shares were not Cash Electing Company Shares. (c) If the number of Cash Electing Company Shares is greater than or equal to the Minimum Cash Election Number and less than or equal to the Maximum Cash Election Number, then each Cash Electing Company Share shall be converted into the right to receive the Cash Election Price and each other Company Share (other than Company Shares to be canceled pursuant to Section 3.01(a) and other than Dissenters’ Shares) shall be converted into the right to receive the Stock Election Price. (d) If the number of Cash Electing Company Shares is less than the Minimum Cash Election Number, then: (i) Each Cash Electing Company Share shall be converted into the right to receive the Cash Election Price. (ii) The Company Shares as to which a Cash Election is not in effect, excluding Company Shares to be cancelled pursuant to Section 3.01(a), (the “Non-Electing Company Shares”) shall be treated in the following manner: (A) A stock proration factor (the “Stock Proration Factor”) shall be determined by dividing (x) the Stock difference between the Minimum Cash Election Number and the number of Cash Electing Company Shares, by (y) the total number of Stock Non-Electing Siebel Company Shares. (iiB) A number of Stock Non-Electing Siebel Company Shares covered by of each stockholder’s Stock Election shareholder equal to the product of (x) the Stock Proration Factor and (y) the total number of Stock Non-Electing Siebel Company Shares covered by of such Stock shareholder shall be converted into the right to receive the Cash Election Price (and a Cash Election shall be deemed to have been made with respect to such Company Shares). (C) Each Non-Electing Company Share of each shareholder as to which a Cash Election is not deemed made pursuant to Section 3.03(d)(ii)(B) shall be converted into the right to receive the Stock Election Price. (iiie) Each Stock Electing Siebel ShareNotwithstanding anything in this Agreement to the contrary, other than those Parent shall not be required to issue in excess of 2,500,000 shares of Siebel Parent Stock converted into pursuant to this Article 3. If Parent would be required to issue in excess of 2,500,000 shares of Parent Stock after application of the right to receive applicable proration provisions of Section 3.03, the Stock Minimum Cash Election Price in accordance with Section 3.04(b)(ii), Number shall be converted into increased to the right extent necessary to receive the Cash Election Price as if such Shares of Siebel Stock were not Stock Electing Siebel Shares. (c) If provide that 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 Parent Stock to be canceled pursuant to issued after application of the applicable proration provisions of Section 3.02(a)) shall be converted into the right to receive the Cash Election Price3.03 does not exceed 2,500,000 shares of Parent Stock.

Proration of Election Price. (a) The Notwithstanding anything in this Agreement to the contrary but subject to Sections 1.02(a) and 1.06, the number of shares of Siebel Stock eligible Shares to be converted into the right to receive the retain Company Stock Election Price at the Effective Time (the "Stock Election Number") shall not exceed be the sum of (A) 1,474,345 plus (B) 5.3% of the number of shares of Siebel Stock which is equal to 30% of the shares of Siebel Stock outstanding immediately 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 of Siebel Stock Shares to be canceled pursuant to Section 3.02(a1.02(a)) (the “Stock Election Number”). (b) If the number of Stock Electing Siebel Shares exceeds in the aggregate the Stock Election Number, then such the Stock Electing Siebel Shares for each Stock Election shall be treated 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 Siebel Shares. (ii) A The number of Stock Electing Siebel Shares covered by each stockholder’s Stock Election equal to be converted into the product of (x) right to retain the Stock Election Price shall be determined by multiplying the Stock Proration Factor and (y) by the total number of Stock Electing Siebel Shares covered by such Stock Election shall be converted into the right to receive the Stock Election PriceElection. (iii) Each Stock Electing Siebel Share, other than those shares of Siebel Stock any Shares converted into the right to receive the Stock Election Price in accordance with Section 3.04(b)(ii1.04(b)(ii), shall be converted into the right to receive the Cash Election Price as if such Shares of Siebel Stock shares were not Stock Electing Siebel SharesShares in accordance with the terms of Section 1.02(e)(ii). (c) If the number of Stock Electing Siebel Shares is less than or equal to the Stock Election Number, then each all Stock Electing Siebel Share Shares shall be converted into the right to receive the Stock Election Price in accordance with the terms of Section 1.02(e)(i), and each other share of Siebel Stock (all Shares other than shares of Siebel Stock to be canceled pursuant to Section 3.02(a)) Electing Shares shall be converted into the right to receive the Cash Election Price. (d) If the number of Stock Electing Shares is less in the aggregate than the Stock Election Number, then: (i) All Stock Electing Shares shall be converted into the right to receive the Stock Election Price in accordance with Section 1.02(e)(i). (ii) Such number of Shares with respect to which a Stock Election is not in effect ("Non-Electing Shares") shall be converted into the right to retain the Stock Election Price (and a Stock Election shall be deemed to have been made with respect to such Shares) in accordance with Section 1.02 (e) in the following manner: (A) a cash proration factor (the "Cash Proration Factor") shall be determined by dividing (x) the difference between the Stock Election Number and the number of Stock Electing Shares, by (y) the total number of Shares other than Stock Electing Shares and Dissenting Shares (as defined in Section 1.06); and (B) the number of Shares in addition to Stock Electing Shares to be converted into the right to retain the Stock Election Price shall be determined by multiplying the Cash Proration Factor by the total number of Shares other than Stock Electing Shares and Dissenting Shares so that the aggregate number of Stock Electing Shares and Non-Electing Shares converted into such right equals the Stock Election Number. Subject to the provisions of Section 1.04(d)(ii), the Exchange Agent shall determine (on a consistent basis among stockholders who held Shares as to which they did not make the election referred to in Section 1.02(e)(i), pro rata to the number of shares as to which they did not make such election) which NonElecting Shares shall be converted into the right to receive the Stock Election Price.

Proration of Election Price. (a) The Notwithstanding anything in this Agreement to the contrary but subject to Sections 1.02(a) and 1.06, the number of shares of Siebel Stock eligible Shares to be converted into the right to receive the retain Company Stock Election Price at the Effective Time (the "STOCK ELECTION NUMBER") shall not exceed be the sum of (A) 1,474,345 plus (B) 5.3% of the number of shares of Siebel Stock which is equal to 30% of the shares of Siebel Stock outstanding immediately 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 of Siebel Stock Shares to be canceled pursuant to Section 3.02(a1.02(a)) (the “Stock Election Number”). (b) If the number of Stock Electing Siebel Shares exceeds in the aggregate the Stock Election Number, then such the Stock Electing Siebel Shares for each Stock Election shall be treated 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”"STOCK PRORATION FACTOR") shall be determined by dividing the Stock Election Number by the total number of Stock Electing Siebel Shares. (ii) A The number of Stock Electing Siebel Shares covered by each stockholder’s Stock Election equal to be converted into the product of (x) right to retain the Stock Election Price shall be determined by multiplying the Stock Proration Factor and (y) by the total number of Stock Electing Siebel Shares covered by such Stock Election shall be converted into the right to receive the Stock Election PriceElection. (iii) Each Stock Electing Siebel Share, other than those shares of Siebel Stock any Shares converted into the right to receive the Stock Election Price in accordance with Section 3.04(b)(ii1.04(b)(ii), shall be converted into the right to receive the Cash Election Price as if such Shares of Siebel Stock shares were not Stock Electing Siebel SharesShares in accordance with the terms of Section 1.02(e)(ii). (c) If the number of Stock Electing Siebel Shares is less than or equal to the Stock Election Number, then each all Stock Electing Siebel Share Shares shall be converted into the right to receive the Stock Election Price in accordance with the terms of Section 1.02(e)(i), and each other share of Siebel Stock (all Shares other than shares of Siebel Stock to be canceled pursuant to Section 3.02(a)) Electing Shares shall be converted into the right to receive the Cash Election Price. (d) If the number of Stock Electing Shares is less in the aggregate than the Stock Election Number, then: (i) All Stock Electing Shares shall be converted into the right to receive the Stock Election Price in accordance with Section 1.02(e)(i). (ii) Such number of Shares with respect to which a Stock Election is not in effect ("NON-ELECTING SHARES") shall be converted into the right to retain the Stock Election Price (and a Stock Election shall be deemed to have been made with respect to such Shares) in accordance with Section 1.02 (e) in the following manner: (A) a cash proration factor (the "CASH PRORATION FACTOR") shall be determined by dividing (x) the difference between the Stock Election Number and the number of Stock Electing Shares, by (y) the total number of Shares other than Stock Electing Shares and Dissenting Shares (as defined in Section 1.06); and (B) the number of Shares in addition to Stock Electing Shares to be converted into the right to retain the Stock Election Price shall be determined by multiplying the Cash Proration Factor by the total number of Shares other than Stock Electing Shares and Dissenting Shares so that the aggregate number of Stock Electing Shares and Non-Electing Shares converted into such right equals the Stock Election Number. Subject to the provisions of Section 1.04(d)(ii), the Exchange Agent shall determine (on a consistent basis among stockholders who held Shares as to which they did not make the election referred to in Section 1.02(e)(i), pro rata to the number of shares as to which they did not make such election) which Non-Electing Shares shall be converted into the right to receive the Stock Election Price.