Common use of Proration of Election Price Clause in Contracts

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) the total number of Non-Electing Merged Shares of such 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 Merged Shares); and (3) Each Non-Electing Merged Share of each shareholder as to which a Cash Election is not deemed made pursuant to Section 6(c)(iv)(B)(2) shall be converted into the right to receive the Stock Election Price.

Proration of Election Price. (ia) Subject to adjustment pursuant to Section 11.01(d)(iii) of the Merger Agreement), the number of Merged Bank 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 Bank Shares which is 40% of the Merged Bank Shares outstanding at the Effective Time (excluding any Merger Bank Shares to be canceled pursuant to Section 6(a)(i3.02(a)). (iib) If the number of Cash Electing Merged Bank Shares exceeds the Cash Election Number, then such Cash Electing Merged Bank Shares shall be treated in the following manner: (Ai) 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 Bank Shares;. (Bii) a A number of Cash Electing Merged Bank 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 Bank Shares covered by such Cash Election shall be converted into the right to receive the Cash Election Price; and. (Ciii) each Each Cash Electing Merged Bank Share, other than those Merged Bank Shares converted into the right to receive the Cash Election Price in accordance with Section 6(c)(ii)(B3.04(b)(ii), shall be converted into the right to receive the Stock Election Price as if such Merged Bank Shares were not Cash Electing Merged Bank Shares. (iiic) If the number of Cash Electing Merged Bank Shares is equal to the Cash Election Number, then each Cash Electing Merged Bank Share shall be converted into the right to receive the Cash Election Price and each other Merged Bank Share (other than Merged Bank Shares to be canceled pursuant to Section 6(a)(i3.02(a)) shall be converted into the right to receive the Stock Election Price. (ivd) If the number of Cash Electing Merged Bank Shares is less than the Cash Election Number, then: (Ai) each Each Cash Electing Merged Bank Share shall be converted into the right to receive the Cash Election Price; and. (Bii) the Merged The Bank Shares as to which a Cash Election is not in effect, excluding Merged Bank Shares to be cancelled pursuant to Section 6(a)(i3.02(a), (the “Non-Electing Merged Bank Shares”) shall be treated in the following manner: (1A) a 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 Bank Shares, by (y) the total number of Non-Electing Merged Bank Shares;. (2B) A number of Non-Electing Merged Bank Shares of each shareholder equal to the product of (x) the Stock Proration Factor and (y) the total number of Non-Electing Merged Bank Shares of such 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 Merged Bank Shares); and. (3C) Each Non-Electing Merged Bank Share of each shareholder as to which a Cash Election is not deemed made pursuant to Section 6(c)(iv)(B)(23.04(d)(ii)(B) shall be converted into the right to receive the Stock Election Price.

Proration of Election Price. (i) Subject to adjustment pursuant to Section 11.01(d)(iii) of the Merger Agreement9(a), 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 not be less than the number of Merged Shares which is 40equal to (i) 34% of the Merged Shares outstanding at the Effective Time (excluding any Merger Merged Shares to be canceled pursuant to Section 6(a)(i)) 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 Merged Shares which is equal to (i) 50% of the Merged Shares outstanding at the Effective Time (excluding any Merged Shares to be canceled pursuant to Section 6(a)(i)) minus (ii) the number of Dissenters’ Shares at the Effective Time (such difference, the “Maximum Cash Election Number”). (ii) If the number of Cash Electing Merged Shares exceeds the Maximum 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 (x) the Maximum Cash Election Number by (y) 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) the total number of Non-Electing Merged Shares of such 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 Merged Shares); and (3) Each Non-Electing Merged Share of each shareholder as to which a Cash Election is not deemed made pursuant to Section 6(c)(iv)(B)(2) shall be converted into the right to receive the Stock Election Price.with

Proration of Election Price. (ia) Subject to adjustment pursuant to Section 11.01(d)(iii) of the Merger Agreement11.1(d)(iii), the number of Merged Company Shares to be converted into the right to receive the Cash Election Price Consideration at the Effective Time (the “Cash Election Number”) shall equal not be less than the number of Merged Company Shares which is equal to (i) 40% of the Merged Company Shares outstanding at the Effective Time (excluding any Merger Company Shares to be canceled pursuant to Section 6(a)(i3.1(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”). (iib) If the number of Cash Electing Merged Company Shares exceeds the Maximum Cash Election Number, then such Cash Electing Merged Company Shares shall be treated in the following manner: (Ai) a 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 Merged Company Shares;. (Bii) a A number of Cash Electing Merged Company Shares covered by each shareholderstockholder’s Cash Election equal to the product of (x) the Cash Proration Factor and (y) the total number of Cash Electing Merged Company Shares covered by such Cash Election shall be converted into the right to receive the Cash Election Price; andConsideration. (Ciii) each Each Cash Electing Merged Company Share, other than those Merged Company Shares converted into the right to receive the Cash Election Price in accordance with Section 6(c)(ii)(B3.3(b)(ii), shall be converted into the right to receive the Stock Election Price Consideration as if such Merged Company Shares were not Cash Electing Merged Company Shares. (iiic) If the number of Cash Electing Merged 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 Merged Company Share shall be converted into the right to receive the Cash Election Price and each other Merged Company Share (other than Merged Company Shares to be canceled pursuant to Section 6(a)(i)3.1(a) and other than Dissenters’ Shares) shall be converted into the right to receive the Stock Election PriceConsideration. (ivd) If the number of Cash Electing Merged Company Shares is less than the Minimum Cash Election Number, then: (Ai) each Each Cash Electing Merged Company Share shall be converted into the right to receive the Cash Election Price; and. (Bii) the Merged The Company Shares as to which a Cash Election is not in effect, excluding Merged Company Shares to be cancelled pursuant to Section 6(a)(i3.1(a), (the “Non-Electing Merged Company Shares”) shall be treated in the following manner: (1A) 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 Merged Company Shares, by (y) the total number of Non-Electing Merged Company Shares;. (2B) A number of Non-Electing Merged Company Shares of each shareholder stockholder equal to the product of (x) the Stock Proration Factor and (y) the total number of Non-Electing Merged Company Shares of such shareholder 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 Merged Company Shares); and. (3C) Each Non-Electing Merged Company Share of each shareholder stockholder as to which a Cash Election is not deemed made pursuant to Section 6(c)(iv)(B)(23.3(d)(ii)(B) shall be converted into the right to receive the Stock Election PriceConsideration.