Common use of Proration of Election Price Clause in Contracts

Proration of Election Price. (a) Subject to adjustment pursuant to Section 11.1(d)(iii), the number of Company Shares to be converted into the right to receive the Cash Election Consideration at the Effective Time shall not be less than the number of Company Shares which is equal to (i) 40% 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 "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 Cash Electing Company Shares exceeds the Maximum Cash Election Number, then such Cash Electing 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 stockholder'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 Non-Electing Company Shares of such stockholder 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 stockholder as to which a Cash Election is not deemed made pursuant to Section 3.3(d)(ii)(B) shall be converted into the right to receive the Stock Election Consideration.

Proration of Election Price. (ai) Subject to adjustment pursuant to Section 11.1(d)(iii9(a), the number of Company Merged Shares to be converted into the right to receive the Cash Election Consideration Price at the Effective Time shall not be less than the number of Company Merged Shares which is equal to (i) 4034% of the Company Merged Shares outstanding at the Effective Time (excluding any Company Merged Shares to be canceled pursuant to Section 3.1(a6(a)(i)) minus (ii) the number of Dissenters' ’ Shares at the Effective Time (such difference, the "MINIMUM CASH ELECTION NUMBER"“Minimum Cash Election Number”) and shall not exceed the number of Company Merged Shares which is equal to (i) 50% of the Company Merged Shares outstanding at the Effective Time (excluding any Company Merged Shares to be canceled pursuant to Section 3.1(a6(a)(i)) minus (ii) the number of Dissenters' ’ Shares at the Effective Time (such difference, the "MAXIMUM CASH ELECTION NUMBER"“Maximum Cash Election Number”). (bii) If the number of Cash Electing Company Merged Shares exceeds the Maximum Cash Election Number, then such Cash Electing Company Merged Shares shall be treated in the following manner: (iA) A a cash proration factor (the "CASH PRORATION FACTOR"“Cash Proration Factor”) shall be determined by dividing (x) the Maximum Cash Election Number by (y) the total number of Cash Electing Company Merged Shares.; (iiB) A a number of Cash Electing Company Merged Shares covered by each stockholder's shareholder’s Cash Election equal to the product of (x) the Cash Proration Factor and (y) the total number of Cash Electing Company Merged Shares covered by such Cash Election shall be converted into the right to receive the Cash Election Consideration.Price; and (iiiC) Each each Cash Electing Company Merged Share, other than those Company Merged 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 Non-Electing Company Shares of such stockholder 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 stockholder as to which a Cash Election is not deemed made pursuant to Section 3.3(d)(ii)(B) shall be converted into the right to receive the Stock Election Consideration.with

Proration of Election Price. (a) Subject to adjustment pursuant to Section 11.1(d)(iii), the number of Company Shares to be converted into the right to receive the Cash Election Consideration at the Effective Time shall not be less than the number of Company Shares which is equal to (i) 40% 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 "MINIMUM CASH ELECTION NUMBER"“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"“Maximum Cash Election Number”). (b) If the number of Cash Electing Company Shares exceeds the Maximum Cash Election Number, then such Cash Electing Company Shares shall be treated in the following manner: (i) A cash proration factor (the "CASH PRORATION FACTOR"“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 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“Non-ELECTING COMPANY SHARES"Electing Company Shares”) shall be treated in the following manner: (A) A stock proration factor (the "STOCK PRORATION FACTOR"“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 Non-Electing Company Shares of such stockholder 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 stockholder as to which a Cash Election is not deemed made pursuant to Section 3.3(d)(ii)(B) shall be converted into the right to receive the Stock Election Consideration.