Proration. (a) The allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down). (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.
Appears in 5 contracts
Samples: Merger Agreement, Merger Agreement (RR Donnelley & Sons Co), Merger Agreement (COURIER Corp)
Proration. Notwithstanding any provision of this Agreement to the contrary:
(a) The allocation If the product of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions aggregate number of Cash Election SharesShares and the Wax Cash Consideration (such product being the “Elected Cash Consideration”) exceeds the Maximum Cash Amount, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).then:
(i) all Stock Election Shares and all No Election Shares will be exchanged for the Wax Stock Consideration; and
(ii) a portion of the Cash Election Shares of each holder of Shares will be exchanged for the Wax Cash Consideration, with such portion being equal to the product obtained by multiplying (A) the number of such holder’s Cash Election Shares by (B) a fraction, the numerator of which will be the Maximum Cash Amount and the denominator of which will be the Elected Cash Consideration, with the remaining portion of such holder’s Cash Election Shares being exchanged for the Wax Stock Consideration.
(b) If the Stock Election Number exceeds Elected Cash Consideration is less than the Stock Conversion NumberMaximum Cash Amount (such difference being the “Shortfall Amount”), then then:
(i) all Cash Election Shares and will be exchanged for the Wax Cash Consideration;
(ii) all Non-Stock Election Shares shall and No Election Shares will be converted into treated in the right following manner: (A) if the Shortfall Amount is less than or equal to receive the Cash Consideration andproduct of the aggregate number of No Election Shares and the Per Share Value (the “No Election Value”), subject to Section 2.5(fthen (1) hereof, each holder of all Stock Election Shares will be entitled to receive exchanged for the Wax Stock Consideration and (2) the No Election Shares of each holder of Shares will be exchanged for the Wax Cash Consideration in respect of that number of No Election Shares equal to the product obtained by multiplying (x) the number of No Election Shares of such holder by (y) a fraction, the numerator of which is the Shortfall Amount and the denominator of which is the No Election Value, with the remaining portion of such holder’s No Election Shares (if any) being exchanged for the Wax Stock Consideration or (B) if the Shortfall Amount exceeds the No Election Value, then (1) all No Election Shares will be exchanged for the Wax Cash Consideration and (2) a portion of the Stock Election Shares held by of each holder of Shares will be exchanged for the Wax Cash Consideration, with such holder portion being equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number Amount exceeds (2) the total number of Non-No Election SharesValue, and the denominator of which is the total product obtained by multiplying the aggregate number of Cash Stock Election SharesShares by the Per Share Value, with the remaining number portion of such holder’s Stock Election Shares being exchanged for the Wax Stock Consideration.
(c) If the Elected Cash Consideration equals the Maximum Cash Amount, then:
(i) all Cash Election Shares being will be converted into the right to receive the Wax Cash Consideration; and
(ii) all Stock Election Shares and all No Election Shares will be converted into the right to receive the Wax Stock Consideration.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Fox Corp), Amended and Restated Agreement and Plan of Merger (New Fox, Inc.), Agreement and Plan of Merger (Walt Disney Co/)
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the number of shares of HVBC Stock to be converted into Cash Consideration (the “Cash Conversion Number”) shall be equal to the product obtained by multiplying (x) the number of shares of HVBC Stock issued and outstanding as of the Effective Time (excluding shares of HVBC Stock to be canceled as provided in Section 2.01(b)) by (y) 0.20.
(b) Within five (5) Business Days after the Effective Time, CZFS shall cause the Exchange Agent (as defined below) to effect the allocation among holders of HVBC Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the Stock number of Cash Election Number exceeds Shares is greater than the Stock Cash Conversion Number, then then:
(A) all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(iiB) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Cash Election Shares of each holder thereof shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds Cash Election Shares exceed (2) the total number of Non-Election Shares, Cash Conversion Number and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.
(ii) If the number of Cash Election Shares is less than the Cash Conversion Number, then:
(A) all Cash Election Shares shall be converted into the right to receive the Cash Consideration;
(B) the Stock Election Shares of each holder thereof shall be converted into the right to receive the Cash Consideration in respect of that number of Stock Election Shares (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Cash Conversion Number exceeds (2) the Cash Election Shares and the denominator of which is the sum of (I) the total number of Stock Election Shares plus (II) the total number of Non-Election Shares, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Stock Consideration; and
(C) the Non-Election Shares of each holder thereof shall be converted into the right to receive the Cash Consideration in respect of that number of Non-Election Shares (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Cash Conversion Number exceeds (2) the Cash Election Shares and the denominator of which is the sum of (I) the total number of Stock Election Shares plus (II) the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Stock Consideration.
(iii) If the number of Cash Election Shares is equal to the Cash Conversion Number, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and all Stock Election Shares and Non-Election Shares shall be converted into the right to receive the Stock Consideration.
Appears in 3 contracts
Samples: Merger Agreement (HV Bancorp, Inc.), Merger Agreement (HV Bancorp, Inc.), Merger Agreement (Citizens Financial Services Inc)
Proration. (ai) The Notwithstanding anything to the contrary set forth in this Agreement, (A) the maximum number of shares of Company Common Stock that will be entitled to receive the Per Share Cash Consideration pursuant to Section 3.1(a)(i) shall be equal to the product of (x) the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding the shares of Company Common Stock to be cancelled as provided in Section 3.1(a)(iii)) multiplied by (y) sixty percent (60%) (rounded down to the nearest whole number) (the “Cash Conversion Number”), and (B) the maximum number of shares of Company Common Stock that will be entitled to receive the Per Share Stock Consideration pursuant to Section 3.1(a)(i) shall be equal to the product of (x) the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding the shares of Company Common Stock to be cancelled as provided in Section 3.1(a)(iii)) multiplied by (y) forty percent (40%) (rounded up to the nearest whole number) (the “Stock Conversion Number”).
(ii) Promptly (and in any event no later than three (3) Business Days) after the Effective Time, Parent shall cause the Exchange Agent to effect the allocation among holders of shares of Company Common Stock (other than Excluded Shares) of rights to receive the Per Share Cash Consideration and the Per Share Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(iA) If the aggregate number of shares of Company Common Stock (other than Excluded Shares) with respect to which Cash Elections shall have been made (the “Cash Election Number Number”) exceeds the Stock Cash Conversion Number, then all Cash (1) each Stock Election Shares Share and all each Non-Election Shares Share shall be converted into the right to receive the Cash Per Share Stock Consideration and, subject to Section 2.5(fand (2) hereof, each holder of Stock Cash Election Shares will be entitled to receive the Stock Per Share Cash Consideration in respect of that number of Stock such holder’s Cash Election Shares equal to the product of (x) the number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder multiplied by (y) a fraction, (I) the numerator of which is the Stock Cash Conversion Number and (II) the denominator of which is the Stock Cash Election Number, with the remaining number each of such holder’s Stock remaining Cash Election Shares being converted into the right to receive the Cash Per Share Stock Consideration; and
(iiB) If the Stock Cash Election Number is less than the Stock Cash Conversion Number (the amount by which the Stock Cash Conversion Number exceeds the Stock Cash Election Number being referred to herein as the “Shortfall Number”), then all Stock (A) each Cash Election Shares Share shall be converted into the right to receive the Per Share Cash Consideration, and (B) all Stock Consideration and the Non-Election Shares and the Cash all Non-Election Shares shall be treated in the following manner:
(A) I. If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash (x) each Stock Election Shares Share shall be converted into the right to receive the Cash Consideration andPer Share Stock Consideration, subject to Section 2.5(fand (y) hereof, each holder of Non-Election Shares shall will be entitled to receive the Stock Per Share Cash Consideration in respect of that number of such holder’s Non-Election Shares held by such holder equal to the product obtained by multiplying of (xI) the number of Non-Election Shares held by such holder multiplied by (yII) a fraction, (x) the numerator of which is the Shortfall Number and (y) the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Per Share Stock Consideration; or
(B) II. If the Shortfall Number exceeds the number of Non-Election Shares, then all (x) each Non-Election Shares Share shall be converted into the right to receive the Stock Consideration andPer Share Cash Consideration, subject to Section 2.5(fand (y) hereof, each holder of Cash Stock Election Shares shall will be entitled to receive the Per Share Stock Consideration in respect of that number of Cash such holder’s Stock Election Shares equal to the product obtained by multiplying of (xI) the number of Cash Stock Election Shares held by such holder multiplied by (yII) a fraction, (x) the numerator of which is the amount by which Stock Conversion Number and (1y) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Stock Election Shares, with the remaining number of such holder’s Cash Stock Election Shares being converted into the right to receive the Per Share Cash Consideration.
Appears in 3 contracts
Samples: Merger Agreement (WillScot Mobile Mini Holdings Corp.), Merger Agreement (McGrath Rentcorp), Merger Agreement (WillScot Mobile Mini Holdings Corp.)
Proration. (a) The Notwithstanding any other provision contained in this Agreement, (x) the total number of shares of Company Virginia Sub Common Stock, in the aggregate, to be exchanged for Share Consideration pursuant to Section 2.4 at the Exchange Effective Time (the “Share Conversion Number”) shall be equal to 70,000,000 and (y) all other shares of Company Virginia Sub Common Stock shall be converted into Cash Consideration (other than shares of Company Virginia Sub Common Stock to be cancelled as provided in Section 2.4(a)).
(b) Within five business days after the Exchange Effective Time, Parent shall cause the Exchange Agent (as defined below) to effect the allocation among holders of Company Virginia Sub Common Stock of rights to receive the Cash Consideration and the Stock Share Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Company Virginia Sub Common Stock with respect to which Share Elections have been made (the “Share Election Number Number”) exceeds the Stock Share Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into exchanged for the right to receive the Cash Consideration andConsideration, subject to Section 2.5(f) hereof, and Share Election Shares of each holder of Stock Election Shares thereof will be entitled exchanged for the right to receive the Stock Share Consideration in respect of that number of Stock Share Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Share Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Share Conversion Number and the denominator of which is the Stock aggregate Share Election NumberNumber for all such holders (with the Exchange Agent to determine, consistent with Section 2.5(a), whether fractions of Share Election Shares shall be rounded up or down), with the remaining number of such holder’s Stock Share Election Shares being converted into exchanged for the right to receive the Cash Consideration; and
(ii) If the Stock Share Election Number is less than the Stock Share Conversion Number (the amount by which the Stock Share Conversion Number exceeds the Stock Share Election Number being referred to herein as the “Shortfall Number”), then all Stock Share Election Shares shall be converted into exchanged for the right to receive the Stock Share Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into exchanged for the right to receive the Cash Consideration andConsideration, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall be exchanged for the right to receive the Stock Share Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election SharesShares (with the Exchange Agent to determine, consistent with Section 2.5(a), whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares being converted into exchanged for the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted exchanged for the right to receive the Share Consideration, and Cash Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Share Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election SharesShares (with the Exchange Agent to determine, consistent with Section 2.5(a), whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holder’s Cash Election Shares being converted into exchanged for the right to receive the Cash Consideration. Notwithstanding anything to the contrary in this Agreement, the aggregate amount of Cash Consideration and Stock Consideration to be issued with respect to all Cash Election Shares, Share Election Shares and Non-Election Shares (including any fractional interests aggregated and sold pursuant to Section 3.3(i)) shall be equal to (x) 196,000,000 Parent Ordinary Shares, plus (y) cash in an amount equal to (i) $4,350,970,799 plus (ii) the product of (A) the Cash Amount and (B) the excess, if any, of the number of Company Virginia Sub Common Shares outstanding immediately prior to the Exchange Effective Time over 130,581,604; provided, that in no event shall the aggregate amount to be paid pursuant to clause (y) exceed $5,000,000,000.
Appears in 3 contracts
Samples: Transaction Agreement (Banco Bilbao Vizcaya Argentaria, S.A.), Transaction Agreement (Banco Bilbao Vizcaya Argentaria, S.A.), Transaction Agreement (Banco Bilbao Vizcaya Argentaria, S.A.)
Proration. Notwithstanding any other provision contained in this Agreement, the total number of shares of Company Common Stock that shall be converted into the right to receive the Cash Consideration pursuant to Section 2.7 (awhich, for this purpose, shall be deemed to include the Dissenting Shares determined as of the Effective Time) The shall be equal to the Cash Conversion Number, and the number of shares of Company Common Stock that shall be converted into the right to receive the Stock Consideration pursuant to Section 2.7 shall be equal to the Stock Conversion Number. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to effect the allocation among holders of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be as follows:
(a) If the aggregate number of shares of Company Common Stock with respect to which Cash Elections shall have been made as set forth in (which, for this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicablepurpose, shall be rounded up or down).
deemed to include the Dissenting Shares determined as of the Effective Time) (ithe “Cash Election Number”) If the Stock Election Number exceeds the Stock Cash Conversion Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and Cash Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Stock Election Shares thereof will be entitled converted into the right to receive the Stock Cash Consideration in respect of that number of Stock Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock excess, if any, of the Cash Conversion Number over the number of Dissenting Shares determined as of the Effective Time and the denominator of which is the Stock number of Cash Election NumberShares (with the Exchange Agent to determine, consistent with this Section 2.8, whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holder’s Stock Cash Election Shares being converted into the right to receive the Cash Stock Consideration; and
(iib) If the Stock Cash Election Number is less than the Stock Cash Conversion Number (the amount by which the Stock Cash Conversion Number exceeds the Stock Cash Election Number being referred to herein as the “Shortfall Number”), then (i) all Stock Cash Election Shares shall be converted into the right to receive the Stock Cash Consideration and the (ii) all Non-Election Shares and the Cash Stock Election Shares shall be treated in the following manner:
(Ai) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Stock Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall convert into the right to receive the Stock Cash Consideration in respect of that the number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election SharesShares (with the Exchange Agent to determine, consistent with this Section 2.8, whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Stock Consideration; or
(Bii) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and Stock Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Cash Election Shares thereof shall convert into the right to receive the Stock Cash Consideration in respect of that number of Cash Stock Election Shares equal to the product obtained by multiplying (x) the number of Cash Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Stock Election Sharesshares (with the Exchange Agent to determine, consistent with this Section 2.8, whether fractions of Stock Election Shares shall be rounded up or down), with the remaining number of such holder’s Cash Stock Election Shares being converted into the right to receive the Cash Stock Consideration.
Appears in 3 contracts
Samples: Merger Agreement (Capital Bank Financial Corp.), Merger Agreement (Capital Bank Financial Corp.), Merger Agreement (Southern Community Financial Corp)
Proration. (a) The allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth Notwithstanding any other provision contained in this Section 2.2(a) (with Agreement, within three Business Days after the Effective Time, Parent shall cause the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).effect the following prorations to the Merger Consideration:
(i) If the Stock Cash Election Number exceeds Amount is greater than the Stock Conversion NumberAvailable Cash Election Amount, then all each Cash Election Shares Share and all Non-Cash Election Shares shall RSU Share shall, instead of being converted into the Cash Consideration, be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f(A) hereof, each holder an amount of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder cash (without interest) equal to the product obtained by multiplying of (x) the number of Stock Election Shares held by such holder Cash Consideration multiplied by (y) a fraction, (1) the numerator of which is shall be the Stock Conversion Number Available Cash Election Amount and (2) the denominator of which is shall be the Stock Cash Election NumberAmount (such fraction, with the remaining “Cash Fraction”), plus (B) a number of such holder’s Stock fully paid and nonassessable Parent Common Shares equal to the product of (x) the Share Consideration multiplied by a fraction equal to one minus the Cash Fraction.
(ii) If the Available Cash Election Shares Amount is greater than the Cash Election Amount, then each Share Election Share and Share Election RSU Share shall, instead of being converted into the right to receive the Cash Share Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive (A) an amount of cash (without interest) equal to the Stock Consideration and amount of (x) such excess divided by (y) the Non-number of Share Election Shares and the Cash Share Election RSU Shares shall be treated in the following manner:
plus (AB) If the Shortfall Number is less than or equal to the a number of Non-Election Shares, then all Cash Election fully paid and nonasssessable Parent Common Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying of (x) the number of Non-Election Shares held by such holder Share Consideration multiplied by (y) a fraction, (1) the numerator of which is shall be the Shortfall Number difference between (I) the Cash Consideration minus (II) the amount calculated in clause (A) of this paragraph, and (2) the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.
Appears in 3 contracts
Samples: Merger Agreement (Cincinnati Bell Inc), Merger Agreement (Hawaiian Telcom Holdco, Inc.), Merger Agreement (Cincinnati Bell Inc)
Proration. (a) The allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth Notwithstanding anything in this Section 2.2(aAgreement to the contrary, the maximum number of shares of Company Common Stock and Company OP Units which can be converted into shares of Buying Entities' Common Stock pursuant to the Common Stock Election and Company OP Election shall be the number determined by the formula in the following sentence (the "Maximum Common Stock Election Number"). The Maximum Common Stock Election Number shall be the number such that the product of (i) the Maximum Common Stock Election Number multiplied by (with ii) the sum of (x) the product of (A) the Crescent Exchange Agent Ratio multiplied by (B) the Crescent Stated Price and (y) the product of (C) the Reckson Exchange Ratio multiplied by (D) the Reckson Stated Price shall be equal to determine, consistent with Section 2.3(c), whether fractions the product of Cash (1) 16 multiplied by (2) the excess of the total number of shares of Company Common Stock outstanding or issuable upon exchange of Company OP Units immediately prior to the Effective Time over the Maximum Common Stock Election Shares, Number.
(b) If the sum of (i) the number of Common Stock Election Shares or Non-and (ii) the number of Company OP Election SharesUnits does not exceed the Maximum Common Stock Election Number, as applicable, then each Common Stock Election Share and each Company OP Election Unit shall be rounded up or down)converted into shares of Buying Entities' Common Stock.
(ic) If the sum of (i) the number of Common Stock Election Shares and (ii) the number of Company OP Election Units exceeds the Maximum Common Stock Election Number, then each Common Stock Election Share and each Company OP Election Unit shall either (x) be converted into Buying Entities' Common Stock or (y) be converted into the right to receive cash in accordance with the terms of Section 1.2(a) hereof in the following manner: (i) A proration factor (the "Cash Proration Factor") shall be determined by dividing the Maximum Common Stock Election Number exceeds by the sum of (i) the total number of Common Stock Conversion Number, then all Cash Election Shares and all Non-(ii) the total number of Company OP Election Units; (ii) The number of Common Stock Election Shares covered by each Common Stock Election and Company OP Election Units which are covered by Company OP Elections which are converted into Buying Entities' Common Stock shall be determined by multiplying the Cash Proration Factor by the sum of (i) the number of Common Stock Election Shares and (ii) the number of Company OP Election Units; and (iii) All Common Stock Election Shares and Company OP Election Units, other than those shares and units which are converted into Buying Entities' Common Stock in accordance with clause (ii) of this subsection (c), shall be converted into the right to receive cash on a consistent basis among stockholders and unitholders who made the Cash Consideration and, subject elections referred to in Section 2.5(f1.2(a)(i) and (iii) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal pro rata to the number of Non-shares of Company Common Stock and number of Company OP Units as to which they made such election. Holders of Company Common Stock who make a Common Stock Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject pursuant to Section 2.5(f1.2(a)(i) hereof and holders of Company OP Units who make a Company OP Election in accordance with Section 1.2(a)(iii) hereof, each holder but who receive cash in accordance with this Section 1.4(c), shall have the portion of Non-Election Shares shall receive the their Merger Consideration received in Crescent Common Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator portion of which is their Merger Consideration received in Reckson Common Stock reduced proportionately to account for the total number receipt of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right cash pursuant to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to this Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration1.4(c).
Appears in 3 contracts
Samples: Merger Agreement (Reckson Associates Realty Corp), Merger Agreement (Tower Realty Trust Inc), Merger Agreement (Reckson Associates Realty Corp)
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of shares of Company Common Stock (excluding any Election Award Shares) to be converted into Cash Consideration pursuant to Section 2.1(a)(iii) (which, for this purpose, shall be deemed to include the Dissenting Shares determined as of the Effective Time) (the “Cash Conversion Number”) shall be equal to the quotient obtained by dividing (i) the Cash Component by (y) the Per Share Amount. All other shares of Company Common Stock (other than Excluded Shares, any Election Award Shares and Dissenting Shares) shall be converted into Stock Consideration.
(b) Within three (3) Business Days after the Effective Time, Parent shall cause the Exchange Agent (as defined herein) to effect the allocation among the holders of shares of Company Common Stock (excluding Election Award Shares) of the rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If if the aggregate number of shares of Company Common Stock (excluding Election Number Award Shares) with respect to which Cash Elections shall have been made (which, for this purpose, shall be deemed to include the Dissenting Shares determined as of the Effective Time) (the “Total Cash Election Number”) exceeds the Stock Cash Conversion Number, then (A) all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(fand (B) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares each holder thereof shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Cash Conversion Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number Total Cash Election Number (with the Exchange Agent to determine, consistent with Section 2.2(a), whether fractions of Cash Election SharesShares shall be rounded up or down), with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Stock Consideration.; and
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Urs Corp /New/), Merger Agreement (Aecom Technology Corp)
Proration. (a) The allocation Notwithstanding any other provision contained in this Agreement, the total number of rights shares of Company Common Stock to receive be converted into Cash Consideration pursuant to Section 2.01(b) (the “Cash Conversion Number”) shall be equal to the quotient obtained by dividing (A) the Cash Consideration Component minus the product of (1) the number of Mixed Election Shares multiplied by (2) $8.00 by (B) the Cash Consideration. The “Cash Component” shall be equal to the product obtained by multiplying (x) the number of shares of Company Common Stock issued and outstanding as of the Closing Date (excluding all Canceled Shares, Appraisal Shares and Subsidiary-Owned Company Shares) by (y) $8.00. All other shares of Company Common Stock Consideration among Holders will (other than Mixed Election Shares, which shall be made as set forth in this converted into the Mixed Consideration) shall be converted into the Share Consideration, subject to Section 2.2(a2.04(b)(iii).
(b) (with Within three business days after the Effective Time, TopCo shall cause the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions effect the allocation among the holders of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If if the aggregate number of shares of Company Common Stock with respect to which the Cash Election Number shall have been made (the “Total Cash Election Number”) exceeds the Stock Cash Conversion Number, then (A) all Cash Share Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration andShare Consideration, subject to Section 2.5(f(B) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Mixed Election Shares shall be converted into the right to receive the Stock Mixed Consideration and the Non-Election Shares and the (C) Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares each holder thereof shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the Cash Conversion Number and the denominator of which is the Total Cash Election Number (with the Exchange Agent to determine, consistent with Section 2.04, whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Share Consideration;
(ii) if the Total Cash Election Number equals the Cash Conversion Number, then (A) all Cash Election Shares shall be converted into the right to receive the Cash Consideration, (B) all Mixed Election Shares shall be converted into the right to receive the Mixed Consideration, (C) all Share Election Shares shall be converted into the right to receive the Share Consideration, and (D) all Non-Election Shares shall be converted into the right to receive the Mixed Consideration; and
(iii) if the Total Cash Election Number is less than the Cash Conversion Number (the amount by which the Cash Conversion Number exceeds the Total Cash Election Number being referred to herein as the “Shortfall Number”), then (A) all Cash Election Shares shall be converted into the right to receive the Cash Consideration, (B) all Mixed Election Shares shall be converted into the right to receive the Mixed Consideration, and (C) all Share Election Shares and the Non-Election Shares shall be treated in the following manner:
(a) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Share Election Shares shall be converted into the right to receive the Share Consideration, and the Non-Election Shares of each holder thereof shall convert into the right to receive the Cash Consideration in respect of that number of Non-Election Shares equal to the product obtained by multiplying (1) the number of Non-Election Shares held by such holder by (2) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares (with the Exchange Agent to determine, consistent with Section 2.02, whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Share Consideration; or
(b) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall convert into the right to receive the Cash Consideration, and the Share Election Shares of each holder thereof shall convert into the right to receive the Cash Consideration in respect of that number of Share Election Shares equal to the product obtained by multiplying (1) the number of Share Election Shares held by such holder by (2) a fraction, the numerator of which is the amount by which (1x) the Shortfall Number exceeds (2y) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Share Election Sharesshares (with the Exchange Agent to determine, consistent with this Section 2.04, whether fractions of Share Election Shares shall be rounded up or down), with the remaining number of such holder’s Cash Share Election Shares being converted into the right to receive the Cash Share Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Energy Transfer Equity, L.P.), Merger Agreement (Energy Transfer Equity, L.P.)
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the maximum number of shares of Company Common Stock (including Company Restricted Stock and shares of Company Common Stock issued upon exercise of Company Options pursuant to Section 3.10(a)) that may be converted into the right to receive the Cash Consideration pursuant to Section 3.1(b) (the “Cash Conversion Number”) shall be equal to the product (rounded down to the nearest whole share) of thirty percent (30%) times the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time. All other shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including Company Restricted Stock and shares of Company Common Stock issued upon exercise of a Company Option pursuant to Section 3.10(a), but other than shares of Company Common Stock to be cancelled as provided in Section 3.1(a)) shall be converted into the right to receive the Stock Consideration.
(b) Within two (2) Business Days after the Effective Time, Parent shall instruct the Exchange Agent to effect the allocation among former holders of Company Common Stock (including Company Restricted Stock and shares of Company Common Stock issued upon exercise of Company Options pursuant to Section 3.10(a)) of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Company Common Stock (including Company Restricted Stock and shares of Company Common issued upon exercise of Company Options pursuant to Section 3.10(a)) with respect to which Cash Elections shall have been made (the “Cash Election Number Number”) exceeds the Stock Cash Conversion Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Electing Shares shall be converted into the right to receive the Stock Consideration Consideration, and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number held by such holder of Non-Election Shares, then all Cash Election Shares shall each holder thereof will be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (xA) the number of Cash Election Shares held by such holder by (yB) a fraction, the numerator of which is the amount by which (1) the Shortfall Cash Conversion Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number Cash Election Number (with the Exchange Agent to determine, consistent with Section 3.2(a), whether fractions of Cash Election SharesShares shall be rounded up or down), with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Stock Consideration; and
(ii) If the Cash Election Number is less than or equal to the Cash Conversion Number, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and the Non-Electing Shares and Stock Election Shares shall be converted into the right to receive the Stock Consideration.
Appears in 2 contracts
Samples: Merger Agreement (American Realty Capital Properties, Inc.), Merger Agreement (American Realty Capital Trust III, Inc.)
Proration. (a) The allocation Notwithstanding anything in this Agreement to the contrary, the aggregate number of rights shares of Company Common Stock to be converted into the right to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Non-Cash Election Shares, Stock Election Shares or at the Effective Time (the "Non-Cash Election Shares, as applicable, Number") shall be rounded up equal to 1,483,333 (excluding for this purpose any shares of Company Common Stock to be canceled or downconverted pursuant to Section 2.1(b)).
(ib) If the Stock Election Number number of Electing Shares exceeds the Stock Conversion Non-Cash Election Number, then all each Electing Share shall be converted 8 into the right to receive Non-Cash Election Shares and all or cash in accordance with the terms of Section 2.1(a) in the following manner:
(i) a proration factor (the "Non-Cash Proration Factor") shall be determined by dividing the Non-Cash Election Number by the total number of Electing Shares;
(ii) the number of Electing Shares covered by each Non-Cash Election to be converted into the right to receive Non-Cash Election Shares shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash Election; and
(iii) all Electing Shares, other than those shares converted into the right to receive Non-Cash Election Shares in accordance with Section 2.5(b)(ii), shall be converted into the right to receive cash (on a consistent basis among stockholders of the Company who made the election referred to in Section 2.1(a)(i), pro rata to the number of shares of Company Common Stock as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 2.1(a)(ii).
(c) If the number of Electing Shares is less than the Non-Cash Election Number:
(i) all Electing Shares shall be converted into the right to receive the Non-Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, accordance with the remaining number terms of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; andSection 2.1(a)(i);
(ii) If the additional shares of Company Common Stock Election Number is less (other than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred Electing Shares, Dissenting Shares and Shares canceled pursuant to herein as the “Shortfall Number”Section 2.1(b), then all Stock Election Shares ) shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in accordance with the terms of Section 2.1(a)(i) in the following manner:
(A) If a proration factor (the Shortfall "Cash Proration Factor") shall be determined by dividing (I) the difference between the Non-Cash Election Number is less than or equal to and the number of Electing Shares by (II) the total number of Shares outstanding at the Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and
(B) the number of shares of Company Common Stock in addition to Electing Shares to be converted into the right to receive Non-Election Shares, then all Cash Election Shares shall be determined by multiplying the Cash Proration Factor by the total number of Shares outstanding at the 9 Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and
(iii) shares of Company Common Stock subject to clause (ii) of this paragraph (c) shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Cash Election Shares shall receive in accordance with Section 2.1(a)(i) (on a consistent basis among stockholders of the Company who held shares of Company Common Stock Consideration as to which they did not make the election referred to in respect of that number of Non-Election Shares held by such holder equal Section 2.1(a)(i), pro rata to the product obtained by multiplying (x) the number of Non-Election Shares held by shares as to which they did not make such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Considerationelection).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Recapitalization (Blount International Inc), Merger Agreement (Blount Winton M)
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of shares of Anchor Common Stock (including shares subject to Anchor Restricted Stock Awards) to be entitled to receive the Cash Consideration pursuant to Section 1.5(a) shall be equal to the product (rounded up to the nearest whole share) of (i) 0.40 and (ii) the total number of shares of Anchor Common Stock issued and outstanding immediately prior to the Effective Time (including for these purposes the shares subject to Anchor Restricted Stock Awards, but excluding the shares of Anchor Common Stock to be cancelled as provided in Section 1.5(d), Exception Shares and Dissenting Shares) (the “Cash Conversion Number”). All other shares of Anchor Common Stock (including shares subject to Anchor Restricted Stock Awards, but excluding the shares of Anchor Common Stock to be cancelled as provided in Section 1.5(d), Exception Shares and Dissenting Shares) shall be converted into the right to receive the Stock Consideration.
(b) Promptly (and in any event no later than two (2) business days) after the Effective Time, Old National shall effect the allocation among holders of Anchor Common Stock and Anchor Restricted Stock Awards of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Anchor Common Stock (including shares subject to Anchor Restricted Stock Awards) with respect to which Cash Elections shall have been made (the “Cash Election Number Number”) exceeds the Stock Cash Conversion Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and Cash Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Stock Election Shares thereof will be entitled converted into the right to receive the Stock Cash Consideration in respect of that number of Stock Cash Election Shares held by such holder equal to the product obtained by multiplying (xA) the number of Stock Cash Election Shares held by such holder by (yB) a fraction, the numerator of which is the Stock Cash Conversion Number and the denominator of which is the Stock Cash Election Number, with the remaining number of such holder’s Stock Cash Election Shares being converted into the right to receive the Cash Stock Consideration; and
(ii) If the Stock Cash Election Number is less than the Stock Cash Conversion Number (the amount by which the Stock Cash Conversion Number exceeds the Stock Cash Election Number being referred to herein as the “Shortfall Number”), then all Stock Cash Election Shares shall be converted into the right to receive the Stock Cash Consideration and the Non-Election Shares and the Cash Stock Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Stock Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall be converted into the right to receive the Stock Cash Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Stock Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and Stock Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Cash Election Shares thereof shall be converted into the right to receive the Stock Cash Consideration in respect of that number of Cash Stock Election Shares equal to the product obtained by multiplying (x) the number of Cash Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Stock Election Shares, with the remaining number of such holder’s Cash Stock Election Shares being converted into the right to receive the Cash Stock Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Anchor Bancorp Wisconsin Inc), Merger Agreement (Old National Bancorp /In/)
Proration. (a) The Subject to the provisions of Section 2.1(c) but notwithstanding any other provision contained in this Agreement, the total number of shares of Target Common Stock to be converted into Stock Consideration pursuant to Section 1.4(a) (the “Stock Conversion Number”) shall be equal to the product obtained by multiplying (x) the number of shares of Target Common Stock issued and outstanding as of the Effective Time (including any Dissenters Shares) by (y) 0.50. All of the other shares of Target Common Stock shall be converted into Cash Consideration (in each case, excluding shares of Target Common Stock to be canceled as provided in Sections 1.4(b) and 1.4(c) and Dissenters’ Shares).
(b) Within five (5) Business Days after the Effective Time, WAL shall cause the Exchange Agent (as defined below) to effect the allocation among holders of Target Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Target Common Stock with respect to which Stock Elections shall have been made (the “Stock Election Number Number”) exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares of each holder thereof shall be converted into the right to receive the Cash Consideration andConsideration, subject to Section 2.5(f) hereof, each holder of and Stock Election Shares of each holder thereof will be entitled converted into the right to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration andConsideration, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration andConsideration, subject to Section 2.5(f) hereof, each holder of and Cash Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.
(c) If either the tax opinion referred to in Section 7.2(e) or the tax opinion referred to in Section 7.3(e) cannot be rendered (as determined, in each case, in the sole discretion of counsel charged with giving such opinion) as a result of the Merger potentially failing to satisfy the “continuity of interest” requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Code, then WAL shall reduce the Cash Consideration and increase the Stock Consideration otherwise payable pursuant to the terms of this Agreement (including, if applicable, after any adjustment to the Exchange Ratio pursuant to Section 8.1(j) and Section 8.1(k)) to the minimum extent necessary to cause the Threshold Percentage to be no less than 42.5% and to enable each of the relevant tax opinions to be rendered. For purposes of this Section 2.1(c):
Appears in 2 contracts
Samples: Merger Agreement (Western Alliance Bancorporation), Merger Agreement (Western Liberty Bancorp)
Proration. (a) Notwithstanding any other provision contained in this Agreement, the total number of shares of Company Common Stock that shall be entitled to receive the Cash Consideration pursuant to Section 3.1(a) shall be equal to the quotient of (i) the Cash Component divided by (ii) the Per Share Cash Consideration (such total number of shares, the “Cash Conversion Number”). All other shares of Company Common Stock (excluding the Cancelled Shares) shall be converted into the right to receive the Stock Consideration (such number of other shares, the “Stock Consideration Number”). The aggregate amount of the Cash Consideration shall equal $558,256,373 (the “Cash Component”).
(b) Promptly (and in any event no later than three Business Days) after the Election Deadline, Parent and the Surviving Entity shall cause the Paying Agent to effect the allocation among holders of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Company Common Stock with respect to which Cash Elections shall have been made (which, for this purpose, shall be deemed to include the Dissenting Shares determined as of the Effective Time) (the “Cash Election Number Number”) exceeds the Stock Cash Conversion Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and Cash Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Stock Election Shares thereof will be entitled converted into the right to receive the Stock Cash Consideration in respect of that number of Stock Cash Election Shares held by such holder equal to the product obtained by multiplying (xA) the number of Stock Cash Election Shares held by such holder by (yB) a fraction, the numerator of which is the Stock Cash Conversion Number and the denominator of which is the Stock Cash Election NumberNumber (with the Paying Agent to determine, consistent with Section 3.2(a), whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holder’s Stock Cash Election Shares being converted into the right to receive the Cash Stock Consideration; and
(ii) If the Stock Cash Election Number is less than the Stock Cash Conversion Number (the amount by which the Stock Cash Conversion Number exceeds the Stock Cash Election Number being referred to herein as the “Shortfall Number”), then all Stock Cash Election Shares shall be converted into the right to receive the Stock Cash Consideration and the Non-Election Shares and the Cash Stock Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Stock Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall be converted into the right to receive the Stock Cash Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election SharesShares (with the Paying Agent to determine, consistent with Section 3.2(a), whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Stock Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and Stock Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Cash Election Shares thereof shall be converted into the right to receive the Stock Cash Consideration in respect of that number of Cash Stock Election Shares equal to the product obtained by multiplying (x) the number of Cash Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Stock Election SharesShares (with the Paying Agent to determine, consistent with Section 3.2(a), whether fractions of Stock Election Shares shall be rounded up or down), with the remaining number of such holder’s Cash Stock Election Shares being converted into the right to receive the Cash Stock Consideration.
(c) The Paying Agent will make all the computations contemplated by this Section 3.2, including the determination of the number of Cash Election Shares, Stock Election Shares and Non-Election Shares, and all such computations will be conclusive and binding on the former holders of shares of the Company Common Stock absent manifest error.
Appears in 2 contracts
Samples: Merger Agreement (Forestar Group Inc.), Merger Agreement (Horton D R Inc /De/)
Proration. (a) The allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth Notwithstanding anything in this Section 2.2(aAgreement to the contrary (but subject to Sections 3.1(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).and 3.3):
(i) If The Cash Percentage (as defined below) of the shares of Company Common Stock Election Number exceeds issued and outstanding immediately prior to the Stock Conversion Effective Time (such number, the “Aggregate Cash Number, then all Cash Election Shares and all Non-Election Shares ”) shall be converted into the right to receive the Cash Consideration andConsideration, subject to Section 2.5(f) hereof, each holder and all other shares of Company Common Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal issued and outstanding immediately prior to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being Effective Time shall be converted into the right to receive the Stock Consideration. The “Cash Consideration; andPercentage” shall be equal to 50%.
(ii) If the aggregate number of Cash Electing Shares of Company Common Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number “Cash Election Number”) exceeds the Stock Election Number being referred to herein as the “Shortfall Aggregate Cash Number”), then (A) all Stock Election Electing Shares and Non-Electing Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(AB) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Electing Shares of each stockholder of the Company that shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Electing Shares held by of such holder stockholder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Aggregate Cash Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total Cash Election Number, with the remaining number of such holder’s Cash Electing Shares being converted into the right to receive the Stock Consideration.
(iii) If the Cash Election Number is less than the Aggregate Cash Number (such difference between the Cash Election Number and Aggregate Cash Number, the “Cash Shortfall Number”), then (x) all Cash Electing Shares shall be converted into the right to receive the Cash Consideration and (y) the Stock Electing Shares and Non-Electing Shares shall be treated in the following manner:
(1) if the Cash Shortfall Number is less than or equal to the aggregate number of Non-Electing Shares, then (x) all Stock Electing Shares shall be converted into the right to receive the Stock Consideration and (y) the Non-Electing Shares of each stockholder of the Company shall be converted into the right to receive the Cash Consideration in respect of that number of Non-Electing Shares equal to the product obtained by multiplying (I) the number of Non-Electing Shares of such stockholder by (II) a fraction, the numerator of which is the Cash Shortfall Number and the denominator of which is the aggregate number of Non-Electing Shares, with the remaining number of such holder’s Cash Election Non-Electing Shares being converted into the right to receive the Stock Consideration; or
(2) if the Cash Shortfall Number exceeds the aggregate number of Non-Electing Shares, then (x) all Non-Electing Shares shall be converted into the right to receive the Cash Consideration and (y) the number of Stock Electing Shares of each stockholder of the Company that shall be converted into the right to receive the Cash Consideration shall be equal to the product obtained by multiplying (I) the number of Stock Electing Shares of such stockholder by (II) a fraction, the numerator of which is the amount by which the Cash Shortfall Number exceeds the aggregate number of Non-Electing Shares, and the denominator of which is the aggregate number of Stock Electing Shares, with the remaining number of such holder’s Stock Electing Shares being converted into the right to receive the Stock Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Teva Pharmaceutical Industries LTD), Merger Agreement (Ivax Corp)
Proration. (a) The allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth Notwithstanding anything in this Section 2.2(a) Agreement to the contrary, the aggregate number of shares of Company Common Stock to be converted into the right to retain Company Common Stock at the Effective Time of the Merger (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of "Non-Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, Number") shall be rounded up or downequal to 4,400,000 (excluding for this purpose any shares of Company Common Stock to be cancelled pursuant to Section 2.01(b)).
(ib) If the Stock Election Number number of Electing Shares exceeds the Stock Conversion Non-Cash Election Number, then all each Electing Share shall be converted into the right to retain Non-Cash Election Shares and all or receive cash in accordance with the terms of Section 2.01(c) in the following manner:
(i) A proration factor (the "Non-Cash Proration Factor") shall be determined by dividing the Non-Cash Election Number by the total number of Electing Shares.
(ii) The number of Electing Shares covered by each Non-Cash Election to be converted into the right to retain Non-Cash Election Shares shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash Election.
(iii) All Electing Shares, other than those shares converted into the right to receive Non-Cash Election Shares in accordance with Section 2.03(b)(ii), shall be converted into cash (on a consistent basis among stockholders who made the election referred to in Section 2.01(c)(i), pro rata to the number of shares as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 2.01(c)(ii).
(c) If the number of Electing Shares is less than the Non-Cash Election Number, then:
(i) all Electing Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of retain Company Common Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, accordance with the remaining number terms of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; andSection 2.01(c)(i);
(ii) If the additional shares of Company Common Stock Election Number is less other than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Electing Shares and Dissenting Shares shall be converted into the right to receive the Stock Consideration and the retain Non-Election Shares and the Cash Election Shares shall be treated in accordance with the terms of 2.01(c) in the following manner:
(A1) If a proration factor (the Shortfall "Cash Proration Factor") shall be determined by dividing (x) the difference between the Non-Cash Election Number is less than or equal to and the number of Electing Shares, by (y) the total number of shares of Company Common Stock other than Electing Shares and Dissenting Shares; and
(2) the number of shares of Company Common Stock in addition to Electing Shares to be converted into the right to retain Non-Election Shares, then all Cash Election Shares shall be determined by multiplying the Cash Proration Factor by the total number of shares other than Electing Shares and Dissenting Shares; and
(iii) subject to Section 2.01(d), shares of Company Common Stock subject to clause (ii) of this paragraph (c) shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of retain Non-Cash Election Shares shall receive in accordance with Section 2.01(c)(i) (on a consistent basis among shareholders who held shares of Company Common Stock as to which they did not make the Stock Consideration election referred to in respect of that number of Non-Election Shares held by such holder equal Section 2.01(c)(i), pro rata to the product obtained by multiplying (x) the number of Non-Election Shares held by shares as to which they did not make such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Considerationelection).
Appears in 2 contracts
Samples: Merger Agreement (Amphenol Corp /De/), Merger Agreement (NXS I LLC)
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of shares of MSLO Common Stock to be converted into the MSLO Cash Consideration pursuant to Section 2.1(a)(i) (which, for this purpose, shall be deemed to include the Dissenting Shares determined as of the MSLO Effective Time) (the “Cash Conversion Number”) shall be equal to the quotient obtained by dividing (x) $176,681,757.15 by (y) the MSLO Cash Consideration. All other shares of MSLO Common Stock (other than cancelled shares and Dissenting Shares) shall be converted into MSLO Stock Consideration.
(b) Within three Business Days after the MSLO Effective Time, Sequential shall cause the Exchange Agent to effect the allocation among the holders of shares of MSLO Common Stock of the rights to receive the MSLO Cash Consideration and the MSLO Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If first, with respect to each MSLO Holder who has made a Cash Election with respect to one-half of the number of shares of such MSLO Holder’s MSLO Common Stock and a Stock Election Number with respect to one-half of the number of shares of such MSLO Holder’s MSLO Common Stock, all of such MSLO Holder’s Cash Election Shares will be converted into the MSLO Cash Consideration and all of such MSLO Holder’s Stock Election Shares will be converted into the MSLO Stock Consideration; and
(ii) then, if the aggregate remaining number of shares of MSLO Common Stock with respect to which Cash Elections shall have been made (which, for this purpose, shall be deemed to include the Dissenting Shares determined as of the MSLO Effective Time but exclude the shares of MSLO Common Stock converted into the right to receive the MSLO Cash Consideration pursuant to Section 2.4(b)(i)) (the “Total Cash Election Number”) exceeds the Stock Adjusted Cash Conversion Number, then (A) all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the MSLO Stock Consideration and (B) Cash Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Stock Election Shares thereof will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the MSLO Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the Cash Conversion Number and the denominator of which is the Total Cash Election Number (with the Exchange Agent to determine, consistent with Section 2.4(a), whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the MSLO Stock Consideration; or
(iii) if the Total Cash Election Number is less than the Adjusted Cash Conversion Number (the amount by which the Adjusted Cash Conversion Number exceeds the Total Cash Election Number being referred to herein as the “Shortfall Number”), then all remaining Cash Election Shares shall be converted into the right to receive the MSLO Cash Consideration, and the Stock Election Shares and Non-Election Shares shall be treated in the following manner:
(A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Stock Election Shares shall be converted into the right to receive the MSLO Stock Consideration, and the Non-Election Shares of each holder thereof shall convert into the right to receive the MSLO Cash Consideration in respect of that number of Non-Election Shares equal to the product obtained by multiplying (1) the number of Non-Election Shares held by such holder by (2) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares (with the Exchange Agent to determine, consistent with Section 2.4(a), whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the MSLO Stock Consideration; or
(B) if the Shortfall Number exceeds the number of Non-Election Shares, then (1) all Non-Election Shares shall be converted into the right to receive the MSLO Cash Consideration and (2) the Stock Election Shares of each holder thereof shall convert into the right to receive the MSLO Cash Consideration in respect of that number of Stock Election Shares equal to the product obtained by multiplying (A) the number of Stock Election Shares held by such holder by (B) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Stock Election SharesShares (with the Exchange Agent to determine, consistent with Section 2.4(a), whether fractions of Stock Election Shares shall be rounded up or down), with the remaining number of such holder’s Cash Stock Election Shares being converted into the right to receive the Cash MSLO Stock Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Martha Stewart Living Omnimedia Inc), Merger Agreement (Sequential Brands Group, Inc.)
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of Company Shares to be converted into Cash Consideration pursuant to Section 2.1(a)(iii) (which, for this purpose, shall be deemed to include the Dissenting Shares determined as of the Effective Time), (the “Cash Conversion Number”), shall be equal to the quotient obtained by dividing (i) the Cash Component by (ii) the Per Share Amount. All other Company Shares (other than Cancelled Shares and Dissenting Shares) shall be converted into Stock Consideration.
(b) Within five (5) business days after the Effective Time, Parent shall cause the Exchange Agent (as defined herein) to effect the allocation among the holders of Company Shares (including holders of Company Electing Awards) of the rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If if the Stock aggregate number of Company Shares with respect to which Cash Elections shall have been made (which, for this purpose, shall be deemed to include the Dissenting Shares determined as of the Effective Time) (the “Total Cash Election Number Number”) exceeds the Stock Cash Conversion Number, then (A) all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(fand (B) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall each holder thereof will be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Cash Conversion Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number Total Cash Election Number (with the Exchange Agent to determine, consistent with Section 2.2(a), whether fractions of Cash Election SharesShares shall be rounded up or down), with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Stock Consideration.; and
Appears in 2 contracts
Samples: Merger Agreement (Freeport McMoran Copper & Gold Inc), Merger Agreement (Plains Exploration & Production Co)
Proration. (a) The allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth Notwithstanding anything in this Section 2.2(a) Agreement to the contrary, the aggregate number of Retained Shares retained by holders of Common Stock at their election shall not be less than a number of Shares equal to 11.1% of the shares of Common Stock outstanding immediately after the Effective Time (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down"Minimum Retained Share Number").
(ib) If the Minimum Retained Share Number is greater than the aggregate number of Shares constituting Elected Retained Shares with respect to shares of Common Stock Election Number exceeds (the Stock Conversion "Elected Retained Share Number"), then all Cash Election Shares and all Non-Election Shares the aggregate number of shares of Common Stock which shall be converted into the right to receive the Cash Consideration and, subject cash pursuant to Section 2.5(f3.2(c)(ii) hereofshall be decreased by a number of shares of Common Stock equal to the excess of the Minimum Retained Share Number over the Elected Retained Share Number (each Share included among such excess, a "Non-Elected Retained Share"). In such event, each holder of a share of Common Stock Election which is an Elected Cash Share (other than the Investor with respect to Investor Shares) shall be allocated a portion of the Non-Elected Retained Shares will be entitled in lieu of Elected Cash Shares (without giving effect to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder Section 3.5(e)) equal to the product obtained by multiplying (xi) the number of Elected Cash Shares (other than the Investor Shares) with respect to shares of Common Stock Election Shares held by such holder holder, multiplied by (yii) a fraction, the numerator of which is the Stock Conversion Number number of Non-Elected Retained Shares and the denominator of which is the Stock Election Number, with the remaining aggregate number of such holder’s Elected Cash Shares held by all holders of shares of Common Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less other than the Stock Conversion Number (Investor with respect to Investor Shares); provided, however, that notwithstanding the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”)foregoing, then all Stock Election Shares no holder shall be converted into the right to receive the Stock Consideration and the allocated Non-Election Elected Retained Shares and the Cash Election if such allocation will result in such holder being allocated Retained Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or an amount equal to a number which is more than 9.740% of the number of shares of Common Stock owned by such holder prior to the Effective Time (in which case the excess number of Non-Election Shares, then all Cash Election Elected Retained Shares shall be converted into the right which would have been allocated to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal but for this proviso will be reallocated to the product obtained by multiplying (x) the number other holders of Non-Election Shares held by such holder by (y) a fraction, the numerator of Common Stock which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, are Elected Cash Shares in accordance with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration formula specified in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Considerationthis sentence).
Appears in 2 contracts
Samples: Merger Agreement (Kapson Senior Quarters Corp), Merger Agreement (Prometheus Senior Quarters LLC)
Proration. (a) The allocation If the product of rights to receive the Cash Consideration aggregate number of Stock Election Shares and the Stock Consideration among Holders will be made as set forth in this Section 2.2(aElection Multiplier (such product, the “Aggregate Stock Elections”) (with exceeds the Exchange Agent to determineMaximum Share Amount, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).then:
(i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Stock No Election Shares will be entitled to receive exchanged for the Cash Election Consideration; and
(ii) a portion of the Stock Election Shares of each holder thereof will be exchanged for the Stock Election Consideration, with such portion being equal to the product obtained by multiplying (A) the number of such holder’s Stock Election Shares by (B) a fraction, the numerator of which will be the Maximum Share Amount and the denominator of which will be the Aggregate Stock Elections, with the remaining portion of such holder’s Stock Election Shares being exchanged for the Cash Election Consideration.
(b) If the Aggregate Stock Elections is less than the Minimum Share Amount (such difference, the “Shortfall Amount”), then:
(i) all Cash Election Shares and No Election Shares will be treated in the following manner: (A) if the Shortfall Amount is less than or equal to the product of the aggregate number of No Election Shares and the Stock Election Multiplier (the “No Election Share Amount”), then (1) all Cash Election Shares will be exchanged for the Cash Election Consideration and (2) the No Election Shares of each holder thereof will be exchanged for the Stock Election Consideration in respect of that number of Stock No Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock No Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number Amount and the denominator of which is the total number of Non-No Election SharesShare Amount, with the remaining number portion of such holder’s Non-No Election Shares (if any) being converted into the right to receive exchanged for the Cash Consideration; or
Election Consideration or (B) If if the Shortfall Number Amount exceeds the number of Non-No Election SharesShare Amount, then (1) all Non-No Election Shares shall will be converted into the right to receive exchanged for the Stock Election Consideration and, subject to Section 2.5(fand (2) hereof, each holder a portion of the Cash Election Shares shall receive of each holder thereof will be exchanged for the Stock Consideration in respect of that number of Cash Election Shares Consideration, with such portion being equal to the product obtained by multiplying (x) the number of Cash Election Shares held by of such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number Amount exceeds (2) the total number of Non-No Election SharesShare Amount, and the denominator of which is the total product obtained by multiplying the aggregate number of Cash Election SharesShares by the Stock Election Multiplier, with the remaining number portion of such holder’s Cash Election Shares being converted into the right to receive exchanged for the Cash Election Consideration; and
(ii) all Stock Election Shares will be exchanged for the Stock Election Consideration.
(c) If the Aggregate Stock Elections is (x) equal to the Maximum Share Amount, (y) less than the Maximum Share Amount but greater than the Minimum Share Amount, or (z) equal to the Minimum Share Amount, then:
(i) all Cash Election Shares and No Election Shares will be exchanged for the Cash Election Consideration; and
(ii) all Stock Election Shares will be exchanged for the Stock Election Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Drilling Tools International Corp), Merger Agreement (Superior Drilling Products, Inc.)
Proration. Notwithstanding anything in this Agreement to the contrary:
(a) The allocation With respect to all shares of rights Company Common Stock (other than the Excluded Shares) issued and outstanding immediately prior to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).Effective Time:
(i) fifty percent (50%) of the sum of (x) the shares of Company Common Stock and (y) that number of shares equal to the aggregate Equity Award Consideration (as defined below) divided by the Cash Consideration (the “Equity Award Equivalent Shares”) (such number of shares, the “Cash Conversion Number”), shall be converted into the right to receive an amount per share equal to the Cash Consideration; and
(ii) the remainder of the shares of Company Common Stock shall be converted into the right to receive the Parent Stock Consideration per share.
(b) If the Stock aggregate number of Cash Electing Company Shares plus the Equity Award Equivalent Shares (such number of shares, the “Cash Election Number Number”) equals or exceeds the Stock Cash Conversion Number, then then:
(i) all Cash Election Stock Electing Company Shares and all Non-Election Electing Company Shares shall be converted into the right to receive the Parent Stock Consideration per share; and
(ii) the number of Cash Electing Company Shares of each shareholder of the Company that shall be converted into the right to receive an amount per share equal to the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Stock Election Shares will shall be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Cash Electing Company Shares held by of such holder shareholder by (y) a fraction, the numerator of which is the Stock Cash Conversion Number and the denominator of which is the Stock Cash Election Number, with and the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Electing Company Shares shall be converted into the right to receive the Parent Stock Consideration per share.
(c) If the Cash Election Number is less than the Cash Conversion Number (such difference between the Cash Election Number and the Cash Conversion Number, the “Shortfall Number”), then:
(i) all Cash Electing Company Shares shall be converted into the right to receive an amount per share equal to the Cash Consideration; and
(ii) the Stock Electing Company Shares and the Non-Election Shares and the Cash Election Electing Company Shares shall be treated in the following manner:
(A1) If if the Shortfall Number is less than or equal to the aggregate number of Non-Election Electing Company Shares, then (A) all Cash Election Stock Electing Company Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Parent Stock Consideration in respect of that per share and (B) the number of Non-Election Electing Company Shares held by such holder of each shareholder of the Company that shall be converted into the right to receive an amount per share equal to the Cash Consideration shall be equal to the product obtained by multiplying (x1) the number of Non-Election Electing Company Shares held by of such holder shareholder by (y2) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total aggregate number of Non-Election Electing Company Shares, with and the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Electing Company Shares shall be converted into the right to receive the Parent Stock Consideration andper share; or
(2) if the Shortfall Number exceeds the aggregate number of Non-Electing Company Shares, subject to Section 2.5(fthen (A) hereof, each holder of Cash Election all Non-Electing Company Shares shall be converted into the right to receive an amount per share equal to the Stock Cash Consideration in respect of that and (B) the number of Stock Electing Company Shares of each shareholder of the Company that shall be converted into the right to receive an amount per share equal to the Cash Election Shares Consideration shall be equal to the product obtained by multiplying (x1) the number of Cash Election Stock Electing Company Shares held by of such holder shareholder by (y2) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total aggregate number of Non-Election Shares, Electing Company Shares and the denominator of which is the total aggregate number of Cash Election Stock Electing Company Shares, with and the remaining number of such holder’s Cash Election Stock Electing Company Shares being shall be converted into the right to receive the Cash ConsiderationParent Stock Consideration per share.
Appears in 2 contracts
Samples: Merger Agreement (Consolidated Communications Holdings, Inc.), Merger Agreement (Surewest Communications)
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the maximum number of shares of Company Common Stock that may be converted into the right to receive the Cash Consideration pursuant to this Article III (the “Cash Conversion Number”), shall be equal to the product (rounded down to the nearest whole share) of ten percent (10%) times the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including Company Restricted Shares). All other shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock to be cancelled as provided in Section 3.1(a)(i)) shall be converted into the right to receive the Stock Consideration.
(b) Within two (2) Business Days after the Effective Time, Parent shall instruct the Exchange Agent to effect the allocation among former holders of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Company Common Stock with respect to which Cash Elections shall have been made (the “Cash Election Number Number”) exceeds the Stock Cash Conversion Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Electing Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall held by a holder thereof will be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (xA) the number of Cash Election Shares held by such holder by (yB) a fraction, the numerator of which is the amount by which (1) the Shortfall Cash Conversion Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number Cash Election Number (with the Exchange Agent to determine, consistent with Section 3.2(a), whether fractions of Cash Election SharesShares shall be rounded up or down), with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Stock Consideration; and
(ii) If the Cash Election Number is less than or equal to the Cash Conversion Number, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and the Non-Electing Shares and Stock Election Shares shall be converted into the right to receive the Stock Consideration.
Appears in 2 contracts
Samples: Merger Agreement (American Realty Capital Healthcare Trust Inc), Merger Agreement (Ventas Inc)
Proration. (a) Notwithstanding any other provision contained in this Agreement, the Company Common Shares (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10) eligible to receive the Cash Consideration pursuant to Section 2.5(a) shall be subject to proration as described in this Section 2.7. The maximum number of Company Common Shares (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10) eligible to be converted into the right to receive the Cash Consideration pursuant to Section 2.5(a) (the “Maximum Cash Shares”) shall be equal to thirty percent (30%) of the aggregate number of Company Common Shares issued and outstanding (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10) as of immediately prior to the Company Merger Effective Time.
(b) Within three (3) Business Days after the Company Merger Effective Time, Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Shares (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10, and other than Excluded Shares) of the rights to receive the Cash Consideration and the Stock Common Share Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the Stock Election Number exceeds the Stock Conversion Number, then all aggregate number of Cash Election Shares and all Non-exceeds the number of Maximum Cash Shares, the number of Cash Election Shares designated by any holder of Company Common Shares (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10, and other than Excluded Shares) as a Cash Election shall be subject to pro rata reduction as follows: For each such Cash Election, the number of such holder’s Company Common Shares (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10) that shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Stock Election Shares will shall be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x1) the number of Stock such holder’s Cash Election Shares held by such holder (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10) multiplied by (y2) the Merger Cash Proration Factor, rounded down to the nearest Company Common Share. The “Merger Cash Proration Factor” means a fraction, the numerator of which is shall be the Stock Conversion Number Maximum Cash Shares and the denominator of which is shall be the Stock Election Number, with the remaining aggregate number of such holder’s Stock all Cash Election Shares. The Cash Election Shares being that were not converted into the right to receive the Cash Consideration; and
(iiConsideration in accordance with this Section 2.7(b) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Common Share Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Pebblebrook Hotel Trust), Merger Agreement (LaSalle Hotel Properties)
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the maximum number of shares of Company Common Stock that may be converted into the right to receive the Cash Consideration pursuant to this Article III, including Section 3.10 (the “Cash Conversion Number”) shall be equal to the product (rounded down to the nearest whole share) of twenty percent (20%) times the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including shares of Company Common Stock deemed to be issued pursuant to Section 3.10). All other shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock to be cancelled as provided in Section 3.1(a)(i)) shall be converted into the right to receive the Stock Consideration.
(b) Within two (2) Business Days after the Effective Time, Parent shall instruct the Exchange Agent to effect the allocation among former holders of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Company Common Stock with respect to which Cash Elections shall have been made (the “Cash Election Number Number”) exceeds the Stock Cash Conversion Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Electing Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall held by a holder thereof will be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (xA) the number of Cash Election Shares held by such holder by (yB) a fraction, the numerator of which is the amount by which (1) the Shortfall Cash Conversion Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number Cash Election Number (with the Exchange Agent to determine, consistent with Section 3.2(a), whether fractions of Cash Election SharesShares shall be rounded up or down), with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Stock Consideration; and
(ii) If the Cash Election Number is less than or equal to the Cash Conversion Number, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and the Non-Electing Shares and Stock Election Shares shall be converted into the right to receive the Stock Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Cole Real Estate Investments, Inc.), Merger Agreement (American Realty Capital Properties, Inc.)
Proration. (a) The Within five Business Days after the Election Deadline, the Exchange Agent shall calculate the allocation among holders of Hxxxxx United Common Stock of rights to receive TD Banknorth Common Stock or cash in the Cash Consideration and the Stock Consideration among Holders will be made as set forth Merger in this Section 2.2(a) (accordance with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, Forms as applicable, shall be rounded up or down).follows:
(i) If In the Stock Election Number exceeds event the Stock Conversion Number, then all aggregate number of Hxxxxx United Cash Election Shares and is greater than the quotient of (x) $941,790,000 (the “Aggregate Cash Consideration”) divided by (y) the Cash Election Price (such quotient, the “Cash Conversion Shares”), then:
(1) all Non-Hxxxxx United Stock Election Shares shall will be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of TD Banknorth Common Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, accordance with the remaining number terms of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; Section 3.1(a)(iii), and
(ii2) If the Stock each Hxxxxx United Cash Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall Share will be converted into the right to receive the TD Banknorth Common Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated cash in the following manner:
(A) If a proration factor (the Shortfall Number is less than or equal to “Cash Proration Factor”) shall be determined by dividing (x) the Aggregate Cash Consideration by (y) the product of the number of Non-Election Shares, then all Hxxxxx United Cash Election Shares and the Cash Election Price;
(B) the number of Hxxxxx United Cash Election Shares held by each holder of shares of Hxxxxx United Common Stock that will be converted into the right to receive cash pursuant to the terms of Section 3.1(a)(iv) shall be determined by multiplying the Cash Proration Factor by the number of Hxxxxx United Cash Election Shares held by such holder; and
(C) all Hxxxxx United Cash Election Shares other than those shares converted into the right to receive cash in accordance with the preceding subparagraph (B) shall be converted into the right to receive TD Banknorth Common Stock in accordance with the terms of Section 3.1(a)(iii).
(ii) In the event the aggregate number of Hxxxxx United Cash Election Shares is less than the Cash Consideration andConversion Shares, subject to Section 2.5(fthen:
(1) hereof, each holder of Non-all Hxxxxx United Cash Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall will be converted into the right to receive the Stock Consideration cash in accordance with Section 3.1(a)(iv), and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds
(2) the total number of Non-each Hxxxxx United Stock Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being Share will be converted into the right to receive TD Banknorth Common Stock and cash in the Cash Consideration.following manner:
(A) a proration factor (the “Stock Proration Factor”) shall be determined by dividing the Stock Conversion Shares by the aggregate number of
Appears in 2 contracts
Samples: Merger Agreement (Td Banknorth Inc.), Merger Agreement (Toronto Dominion Bank)
Proration. (a) The allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth Notwithstanding anything in this Section 2.2(a) (with Agreement to the Exchange Agent to determinecontrary, consistent with Section 2.3(c)the number of shares of Common Stock which shall be converted into cash in the Merger shall be equal to, whether fractions or in the event of Cash Election Shares, Stock Election Shares or a Non-Election Proration Decision (as defined in Section 1.4(c)(ii) hereof) shall not exceed 85,552,580 less any shares of Common Stock ("Potential Dissenting Shares") in respect of which the holders have taken all steps required to be taken prior to the Effective Time, to the extent such steps are necessary, to permit such shares to be deemed Dissenting Shares (the "Cash Number"). For purposes of calculations pursuant to Section 1.4 insofar as applicable, all shares other than Potential Dissenting Shares are concerned Potential Dissenting Shares shall not be rounded up or down)taken into account.
(ib) If the Stock Election Number number of Non-Electing Shares exceeds the Stock Conversion Cash Number, then all Cash Election Shares and all each Non-Election Shares Electing Share shall either (x) be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by cash or (y) a fraction, be converted into DuPont Shares in the numerator of which is following manner:
(i) A proration factor (the Stock Conversion "Non-Cash Proration Factor") shall be determined by dividing the Cash Number and by the denominator of which is the Stock Election Number, with the remaining total number of such holder’s Stock Election Non-Electing Shares;
(ii) The number of Non-Electing Shares being which are converted into the right to receive cash shall be determined by multiplying the Non-Cash ConsiderationProration Factor by the total number of Non-Electing Shares; and
(iiiii) If the Stock Election Number is less All Non-Electing Shares other than the Stock Conversion Number (the amount by those shares which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be are converted into the right to receive cash in accordance with Section 1.4(b)(ii) hereof, shall be converted into DuPont Shares on a consistent basis among holders of Common Stock who failed to make the DuPont Stock Consideration and Election referred to in Section 1.2(b)(i) hereof, pro rata to the number of shares of Common Stock as to which they failed to make such election, as if such shares of Common Stock were DuPont Stock Election Shares in accordance with the terms of Section 1.2(b)(i) hereof.
(c) If the number of Non-Election Electing Shares and is less than the Cash Election Number, then:
(i) All Non-Electing Shares shall be treated converted into cash in accordance with the terms of Section 1.2(b)(ii) hereof;
(ii) Unless DuPont determines otherwise at least three business days prior to the scheduled date for the Special Meeting (a "Non-Proration Decision"), additional shares of Common Stock, other than Non-Electing Shares shall be converted into cash in accordance with the terms of Section 1.2(b) hereof in the following manner:
(A) If A proration factor (the Shortfall "Cash Proration Factor") shall be determined by dividing (1) the difference between the Cash Number is less than or equal to and the number of Non-Election Shares, then all Cash Election Electing Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of shares of Common Stock other than Non-Election Electing Shares; and
(B) The number of shares of Common Stock, in addition to Non-Electing Shares, and to be converted into cash shall be determined by multiplying the denominator of which is Cash Proration Factor by the total number of Cash shares of Common Stock other than Non-Electing Shares; and
(iii) Subject to Section 1.9 hereof, shares of Common Stock as calculated pursuant to clause (ii) of this paragraph (c), shall be converted into cash in accordance with Section 1.2(b)(ii) hereof (on a consistent basis among holders of Common Stock who held shares as to which they made the DuPont Stock Election Sharesreferred to in Section 1.2(b)(i) hereof, with pro rata to the remaining number of shares of Common Stock as to which they made such holder’s Cash Election election).
(d) DuPont Shares being converted into the right to receive the Cash Considerationbe issued to DuPont in exchange for Common Stock received by DuPont in exchange for Class B Common Stock shall be excluded from all calculations relating to elections and prorations set forth in Sections 1.3 and 1.4 hereof.
Appears in 2 contracts
Samples: Merger Agreement (Dupont E I De Nemours & Co), Merger Agreement (Pioneer Hi Bred International Inc)
Proration. (a) The allocation Notwithstanding any other provision contained in this Agreement, the total number of rights shares of Company Common Stock to receive be converted into Cash Consideration pursuant to Section 2.01(b) (the “Cash Conversion Number”) shall be equal to the quotient obtained by dividing (A) the Cash Consideration Component minus the product of (1) the number of Mixed Election Shares multiplied by (2) $8.00 by (B) the Cash Consideration. The “Cash Component” shall be equal to the product obtained by multiplying (x) the number of shares of Company Common Stock issued and outstanding as of the Closing Date (excluding all Canceled Shares, Appraisal Shares and Subsidiary-Owned Company Shares) by (y) $8.00. All other shares of Company Common Stock Consideration among Holders will (other than Mixed Election Shares, which shall be made as set forth in this converted into the Mixed Consideration) shall be converted into the Share Consideration, subject to Section 2.2(a2.04(b)(iii).
(b) (with Within three business days after the Effective Time, TopCo shall cause the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions effect the allocation among the holders of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If if the aggregate number of shares of Company Common Stock with respect to which the Cash Election Number shall have been made (the “Total Cash Election Number”) exceeds the Stock Cash Conversion Number, then (A) all Cash Share Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration andShare Consideration, subject to Section 2.5(f(B) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Mixed Election Shares shall be converted into the right to receive the Stock Mixed Consideration and the Non-Election Shares and the (C) Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares each holder thereof shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Cash Conversion Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number Total Cash Election Number (with the Exchange Agent to determine, consistent with Section 2.04, whether fractions of Cash Election SharesShares shall be rounded up or down), with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Share Consideration;
(ii) if the Total Cash Election Number equals the Cash Conversion Number, then (A) all Cash Election Shares shall be converted into the right to receive the Cash Consideration., (B) all Mixed Election Shares shall be converted into the right to receive the Mixed Consideration, (C) all Share Election Shares shall be converted into the right to receive the Share Consideration, and (D) all Non-Election Shares shall be converted into the right to receive the Mixed Consideration; and
(iii) if the Total Cash Election Number is less than the Cash Conversion Number (the amount by which the Cash Conversion Number exceeds the Total Cash Election Number being referred to herein as the “Shortfall Number”), then (A) all Cash Election Shares shall be converted into the right to receive the Cash Consideration, (B) all Mixed Election Shares shall be converted into the right to receive the Mixed Consideration, and (C) all Share Election Shares and the Non-Election Shares shall be treated in the following manner:
(a) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Share Election Shares shall be converted into the right to receive the Share Consideration, and the Non-Election Shares of each holder thereof shall convert into the right to receive the Cash Consideration in respect of that number of Non-Election Shares equal to the product obtained by multiplying (1) the number of Non-Election Shares held by such holder by (2) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares (with the Exchange Agent to determine, consistent with Section 2.02, whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Share Consideration; or
(b) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall convert into the right to receive the Cash Consideration, and the Share Election Shares of each holder thereof shall convert into the right to receive the Cash Consideration in respect of that number of Share Election Shares equal to the product obtained by multiplying (1) the number of Share Election Shares held by such holder by
Appears in 2 contracts
Samples: Merger Agreement (Williams Companies Inc), Merger Agreement (Williams Companies Inc)
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of shares of Company Common Stock to be entitled to receive the Cash Consideration pursuant to Section 1.5(a) shall be equal to the quotient of (i) the Cash Component divided by (ii) the Per Share Cash Consideration (such quotient, the “Cash Conversion Number”). All other shares of Company Common Stock (excluding the shares of Company Common Stock to be cancelled as provided in Section 1.5(d) and Company Restricted Stock Awards) shall be converted into the right to receive the Stock Consideration. For the avoidance of doubt, the aggregate amount of the Cash Consideration shall equal $410,535,300 (the “Cash Component”).
(b) Promptly (and in any event no later than five (5) business days) after the Effective Time, Parent shall cause the Exchange Agent to effect the allocation among holders of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Company Common Stock with respect to which Cash Elections shall have been made (which, for this purpose, shall be deemed to include the Dissenting Shares determined as of the Effective Time) (the “Cash Election Number Number”) exceeds the Stock Cash Conversion Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and Cash Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Stock Election Shares thereof will be entitled converted into the right to receive the Stock Cash Consideration in respect of that number of Stock Cash Election Shares held by such holder equal to the product obtained by multiplying (xA) the number of Stock Cash Election Shares held by such holder by (yB) a fraction, the numerator of which is the Stock Cash Conversion Number and the denominator of which is the Stock Cash Election NumberNumber (with the Exchange Agent to determine, consistent with Section 2.1(a), whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holder’s Stock Cash Election Shares being converted into the right to receive the Cash Stock Consideration; and
(ii) If the Stock Cash Election Number is less than the Stock Cash Conversion Number (the amount by which the Stock Cash Conversion Number exceeds the Stock Cash Election Number being referred to herein as the “Shortfall Number”), then all Stock Cash Election Shares shall be converted into the right to receive the Stock Cash Consideration and the Non-Election Shares and the Cash Stock Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Stock Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall be converted into the right to receive the Stock Cash Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election SharesShares (with the Exchange Agent to determine, consistent with Section 2.1(a), whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Stock Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and Stock Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Cash Election Shares thereof shall be converted into the right to receive the Stock Cash Consideration in respect of that number of Cash Stock Election Shares equal to the product obtained by multiplying (x) the number of Cash Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Stock Election SharesShares (with the Exchange Agent to determine, consistent with Section 2.1(a), whether fractions of Stock Election Shares shall be rounded up or down), with the remaining number of such holder’s Cash Stock Election Shares being converted into the right to receive the Cash Stock Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Capital Bank Financial Corp.), Merger Agreement (First Horizon National Corp)
Proration. (a) The allocation Notwithstanding anything to the contrary in this Agreement, the total number of rights to receive the Cash Consideration and the shares of Company Common Stock Consideration among Holders that will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).
(i) If converted into the Stock Election Number exceeds Consideration (the “Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares ”) shall be equal to the quotient obtained by dividing (x) the Aggregate Parent Share Amount by (y) the Exchange Ratio. All other shares of Company Common Stock shall be converted into the right to receive the Cash Election Consideration and(in each case, subject excluding Dissenting Shares and Cancelled Shares). Within ten (10) Business Days after the Effective Time, Parent shall cause the Exchange Agent to Section 2.5(f) hereof, each holder effect the allocation among the holders of Company Common Stock Election Shares will be entitled of rights to receive the Stock Election Consideration and the Cash Election Consideration as follows:
(i) If the aggregate number of shares of Company Common Stock with respect to which a Stock Election shall have been made (the “Stock Election Number”) exceeds the Stock Conversion Number, then (1) all Cash Election Shares and all No Election Shares of each holder thereof shall be converted into the right to receive the Cash Election Consideration, and (2) Stock Election Shares of each holder thereof will be converted into the right to receive the Stock Election Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying of (xA) the number of Stock Election Shares held by such holder by and (yB) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Election Consideration; and.
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as Number, the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Election Consideration and the Non-No Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-No Election Shares, then (1) all Cash Election Shares shall be converted into the right to receive the Cash Election Consideration and, subject to Section 2.5(fand (2) hereof, No Election Shares of each holder of Non-Election Shares thereof shall convert into the right to receive the Stock Election Consideration in respect of that number of Non-No Election Shares equal to the product of (x) the number of No Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by and (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-No Election Shares, with the remaining number of such holder’s Non-No Election Shares being converted into the right to receive the Cash Election Consideration; or
(B) If the Shortfall Number exceeds the number of Non-No Election Shares, then (1) all Non-No Election Shares shall be converted into the right to receive the Stock Election Consideration and, subject to Section 2.5(fand (2) hereof, each holder of Cash Election Shares of each holder thereof shall convert into the right to receive the Stock Election Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying of (x) the number of Cash Election Shares held by such holder by and (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-No Election Shares, Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Election Consideration.
Appears in 2 contracts
Samples: Merger Agreement (CAESARS ENTERTAINMENT Corp), Merger Agreement (Eldorado Resorts, Inc.)
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of shares of Company Common Stock to be converted into Stock Consideration pursuant to Section 2.1(b) (the “Stock Conversion Number”) shall be equal (subject to rounding in the discretion of Newco) to the product obtained by multiplying (x) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time by (y) .60, it being understood that all of the other shares of Company Common Stock shall be converted into Cash Consideration (in each case, excluding shares of Company Common Stock to be canceled as provided in Section 2.1(a) and Dissenting Shares); provided, however, that in the event counsel for Newco reasonably determines that the Merger may not satisfy the continuity of interest requirements applicable to reorganizations under Section 368(a) of the Code, Newco shall reduce the number of shares of Company Common Stock entitled to receive the Cash Consideration and correspondingly increase the number of shares of Company Common Stock entitled to receive the Stock Consideration by the minimum amount necessary to enable the Merger to satisfy such continuity of interest requirements.
(b) Within five business days after the Effective Time (as defined in Section 1.3), Newco shall cause the Exchange Agent (as defined in Section 2.4) to effect among holders of Company Common Stock the allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Company Common Stock with respect to which Stock Elections shall have been made (the “Stock Election Number Number”) exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares of each holder thereof shall be converted into the right to receive the Cash Consideration andConsideration, subject to Section 2.5(f) hereof, each holder of and Stock Election Shares of each holder thereof will be entitled converted into the right to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of and Cash Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Partners Trust Financial Group Inc), Merger Agreement (Partners Trust Financial Group Inc)
Proration. (a) The allocation total number of rights Company Common Shares to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).
(i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Stock Election Shares will be entitled to receive the Per Share Cash Amount shall be equal to the Cash Consideration Number and all other Company Common Shares shall be entitled to receive the Per Share Stock Consideration, subject to rounding as set forth in Section 4.3.
(b) In the event that the aggregate number of Company Common Shares for which Company Shareholders have elected to receive the Per Share Cash Amount pursuant to Section 4.1 (such number, the “Cash Election Number”) exceeds the Cash Consideration Number, then
(i) each Company Common Share in respect of that which an election has been made, or is deemed to have been made, to receive the Per Share Stock Consideration pursuant to Section 4.1 shall be deemed to be a Stock Electing Share; and
(ii) the number of Stock Election Company Common Shares held by of each Company Shareholder for which such holder Company Shareholder has elected to receive the Per Share Cash Amount pursuant to Section 4.1 and that shall be deemed to be Cash Electing Shares shall be equal to the product obtained by multiplying (x) the number of Stock Election Company Common Shares held by such holder in respect of which an election has been made to receive the Per Share Cash Amount pursuant to Section 4.1 by (y) a fraction, the numerator of which is the Stock Conversion Cash Consideration Number and the denominator of which is the Stock Cash Election Number, with rounded to the nearest whole Company Common Share, and the remaining number of such holder’s Stock Election Company Common Shares being converted into the right in respect of which an election has been made to receive the Per Share Cash Consideration; andAmount pursuant to Section 4.1 shall be deemed to be Stock Electing Shares.
(iic) If In the Stock event that the Cash Election Number is less than the Stock Conversion Cash Consideration Number (the amount by which the Stock Conversion Cash Consideration Number exceeds the Stock Cash Election Number being referred to herein as Number, the “Shortfall Number”), then all then
(i) each Company Common Share in respect of which an election has been made to receive the Per Share Cash Amount pursuant to Section 4.1 shall be deemed to be a Cash Electing Share; and
(ii) the number of Company Common Shares of each Company Shareholder for which such Company Shareholder has elected, or is deemed to have elected, to receive the Per Share Stock Election Consideration pursuant to Section 4.1 and that shall be deemed to be Cash Electing Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Company Common Shares held by such holder in respect of which an election has been made, or is deemed to have been made, to receive the Per Share Stock Consideration pursuant to Section 4.1 by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election SharesCompany Common Shares in respect of which an election has been made, with or is deemed to have been made, to receive the Per Share Stock Consideration pursuant to Section 4.1, rounded to the nearest whole Company Common Share, and the remaining number of such holder’s Non-Election Company Common Shares being converted into the right in respect of which an election has been made, or is deemed to have been made, to receive the Cash Consideration; orPer Share Stock Consideration shall be deemed to be Stock Electing Shares.
(Bd) If the Shortfall Number exceeds Aggregate Share Consideration to be issued in connection with the number of Non-Election Shares, then all Non-Election Shares shall be converted into Arrangement would exceed the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fractionMaximum Share Number, the numerator Cash Consideration Number for all purposes under the Plan of which is Arrangement will be increased by the amount by which (1) minimum extent necessary such that the Shortfall Number exceeds (2) Aggregate Share Consideration does not exceed the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash ConsiderationMaximum Share Number.
Appears in 2 contracts
Samples: Arrangement Agreement (Rayonier Advanced Materials Inc.), Arrangement Agreement (Rayonier Advanced Materials Inc.)
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of shares of Company Common Stock (including Company Restricted Shares) to be converted into Cash Consideration pursuant to Section 2.1 (which for this purpose shall be deemed to include the Dissenting Shares determined as of the Effective Time) (the “Cash Conversion Number”) shall be 9,325,684. All other shares of Company Common Stock shall be converted into Stock Consideration (other than shares of Company Common Stock to be cancelled as provided in Section 2.1(a)).
(b) As promptly as practicable after the Effective Time, Acquiror shall use reasonable best efforts to cause the Exchange Agent (as defined herein) to effect the allocation among holders of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Company Common Stock with respect to which Cash Elections shall have been made (which, for this purpose, shall be deemed to include the Dissenting Shares determined as of the Effective Time) (the “Cash Election Number Number”) exceeds the Stock Cash Conversion Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(f) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall each holder thereof will be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Cash Conversion Number exceeds (2) the total number of Non-Election SharesDissenting Shares determined as of the Effective Time, and the denominator of which is the total aggregate number of Cash Election SharesShares (with the Exchange Agent to determine, consistent with Section 2.3(a), whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Stock Consideration; and
(ii) If the Cash Election Number is less than the Cash Conversion Number (the amount by which the Cash Conversion Number exceeds the Cash Election Number being referred to herein as the “Shortfall Number”), then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and the Non-Election Shares and Stock Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Stock Election Shares shall be converted into the right to receive the Stock Consideration., and the Non-Election Shares of each holder thereof shall convert into the right to receive the Cash Consideration in respect of that number of Non-Election Shares equal to the product obtained by multiplying
(x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares (with the Exchange Agent to determine, consistent with Section 2.1(a), whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Stock Consideration; or
Appears in 2 contracts
Samples: Merger Agreement (People's United Financial, Inc.), Merger Agreement (Danvers Bancorp, Inc.)
Proration. (ai) The allocation Notwithstanding anything to the contrary contained in this Agreement but subject to ss.2(d)(v) and ss.2(h),
(A) the minimum number of rights shares of Company Common Stock to be converted into the right to retain Surviving Corporation Common Stock shall be equal to 380,952 shares (the "Minimum Stock Election Number"), and
(B) the maximum number of shares of Company Common Stock to be converted into the right to retain Surviving Corporation Common Stock shall be equal to 1,752,381 shares (the "Maximum Stock Election Number").
(ii) If the number of Stock Electing Shares exceeds in the aggregate the Maximum 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 Consideration and the Stock Consideration among Holders will be made as set forth Election Price in this Section 2.2(a) (accordance with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions terms of Cash Election Shares, ss.2(d)(viii) in the following manner:
(A) A stock proration factor (the "Stock Proration Factor") shall be determined by dividing the Maximum Stock Election Shares or Non-Election Number by the total number of Stock Electing Shares, as applicable, shall be rounded up or down).
(iB) If The number of Stock Electing Shares covered by each Stock Election to be converted into the right to retain the Stock Election Number exceeds Price shall be determined by multiplying the Stock Conversion NumberProration Factor by the total number of Stock Electing Shares covered by such Stock Election.
(C) Each Stock Electing Share, then all Cash other than any shares converted into the right to receive the Stock Election Shares and all Non-Election Shares Price in accordance with ss.2(f)(ii)(B), shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(fElection Price as if such shares were not Stock Electing Shares in accordance with the terms of ss.2(d)(viii)(B).
(iii) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) If the number of Stock Election Electing Shares held by such holder by (y) a fraction, is less in the numerator of which is aggregate than the Stock Conversion Number and the denominator of which is the Minimum Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; andthen:
(iiA) If the All Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Electing Shares shall be converted into the right to receive the Stock Consideration and the Election Price in accordance with ss.2(d)(viii)(A).
(B) Such number of shares with respect to which a Stock Election is not in effect ("Non-Election Shares and the Cash Election Shares Stock Electing Shares") shall be treated 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 ss.2(d)(viii)(A) in the following manner:
(A1) If a cash proration factor (the Shortfall "Cash Proration Factor") shall be determined by dividing (x) the difference between the Minimum Stock Election Number is less than or equal to and the number of Non-Election Stock Electing Shares by (y) the total number of shares other than Stock Electing Shares and Dissenting Shares, then all Cash Election Shares shall ; and
(2) the number of shares (in addition to Stock Electing Shares) to be converted into the right to receive retain the Stock Election Price shall be determined by multiplying the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held Proration Factor by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of shares other than Stock Electing Shares and Dissenting Shares so that the aggregate number of Stock Electing Shares and Non-Election Shares, with the remaining number of such holder’s Non-Election Stock Electing Shares being converted into such right equals the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Minimum Stock Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash ConsiderationNumber.
Appears in 2 contracts
Samples: Merger Agreement (Ipc Information Systems Inc), Merger Agreement (Cable Systems Holding LLC)
Proration. (a) The Notwithstanding any other provision herein, the maximum number of shares of Company Common Stock to be entitled to receive the Cash Consideration pursuant to Section 1.5(a) shall be equal to the product of (A) the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding the shares of Company Common Stock to be cancelled as provided in Section 1.5(d)) multiplied by (B) forty percent (40%) (rounded down to the nearest whole number) (the “Cash Conversion Number”).
(b) Promptly (and in any event no later than five (5) business days) after the Effective Time, Parent shall cause the Exchange Agent to effect the allocation among holders of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Company Common Stock with respect to which Cash Elections shall have been made (the “Cash Election Number Number”) exceeds the Stock Cash Conversion Number, then (A) all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration and (B) all Cash Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Stock Election Shares thereof will be entitled converted into the right to receive the Stock Cash Consideration in respect of that number of Stock Cash Election Shares equal to the product of (x) the number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder multiplied by (y) a fraction, (I) the numerator of which is the Stock Cash Conversion Number and (II) the denominator of which is the Stock Cash Election NumberNumber (with the Exchange Agent to determine, consistent with Section 2.1(a), whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holder’s Stock Cash Election Shares being converted into the right to receive the Cash Stock Consideration; and
(ii) If the Stock Cash Election Number is less than the Stock Cash Conversion Number (the amount by which the Stock Cash Conversion Number exceeds the Stock Cash Election Number being referred to herein as the “Shortfall Number”), then (A) all Cash Election Shares shall be converted into the right to receive the Cash Consideration, (B) all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the (C) all Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A1) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Non-Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying of (xI) the number of Non-Election Shares held by such holder multiplied by (yII) a fraction, (x) the numerator of which is the Shortfall Number and (y) the denominator of which is the total number of Non-Election SharesShares (with the Exchange Agent to determine, consistent with Section 2.1(a), whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Stock Consideration; or
(B2) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Partners Bancorp), Merger Agreement (Oceanfirst Financial Corp)
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of shares of Company Common Stock (including Company Restricted Stock Awards) to be entitled to receive the Cash Consideration pursuant to Section 2.8(a) plus Option Equivalent Shares shall be equal to the product (rounded down to the nearest whole share) of (i) 0.2 and (ii) the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including for these purposes the Option Equivalent Shares and Company Restricted Stock Awards, but excluding Excluded Shares) (the “Cash Conversion Number”). All other shares of Company Common Stock (including shares subject to Company Restricted Stock Awards, but excluding Excluded Shares) shall be converted into the right to receive the Stock Consideration.
(b) Promptly after the Effective Time, Parent shall cause the Exchange Agent to effect the allocation among holders of Company Common Stock, Company Stock Options and Company Restricted Stock Awards of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Company Common Stock (including for these purposes the shares subject to Company Restricted Stock Awards) with respect to which Cash Elections shall have been made and the Option Equivalent Shares (the “Cash Election Number Number”) exceeds the Stock Cash Conversion Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and the Cash Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Stock Election Shares thereof will be entitled converted into the right to receive the Stock Cash Consideration in respect of that number of Stock Cash Election Shares held by such holder equal to the product obtained by multiplying (xA) the number of Stock Cash Election Shares held by such holder by (yB) a fraction, the numerator of which is the Stock Cash Conversion Number minus the number of Option Equivalent Shares and the denominator of which is the Stock Cash Election NumberNumber minus the number of Option Equivalent Shares (with the Exchange Agent to determine, consistent with this Section 2.10, whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holder’s Stock Cash Election Shares being converted into the right to receive the Cash Stock Consideration; and
(ii) If the Stock Cash Election Number is less than the Stock Cash Conversion Number (the amount by which the Stock Cash Conversion Number exceeds the Stock Cash Election Number being referred to herein as the “Shortfall Number”), then all Stock Cash Election Shares shall be converted into the right to receive the Stock Cash Consideration and the Non-Election Shares and the Cash Stock Election Shares shall be treated in the following manner:
(A1) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Stock Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall be converted into the right to receive the Stock Cash Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election SharesShares (with the Exchange Agent to determine, consistent with this Section 2.10, whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Stock Consideration; or
(B2) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and Stock Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Cash Election Shares thereof shall be converted into the right to receive the Stock Cash Consideration in respect of that number of Cash Stock Election Shares equal to the product obtained by multiplying (x) the number of Cash Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Stock Election SharesShares (with the Exchange Agent to determine, consistent with this Section 2.10, whether fractions of Stock Election Shares shall be rounded up or down), with the remaining number of such holder’s Cash Stock Election Shares being converted into the right to receive the Cash Stock Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Bancorp of New Jersey, Inc.), Merger Agreement (ConnectOne Bancorp, Inc.)
Proration. (a) The Within five Business Days after the Election Deadline, the Exchange Agent shall calculate the allocation among holders of SIB Common Stock of rights to receive ICBC Common Stock or cash in the Cash Consideration and Merger in accordance with the Stock Consideration among Holders will be made Election Forms as set forth follows (the consideration provided for in this Section 2.2(a) (2.3, together with the Exchange Agent consideration provided for in Section 2.4, is referred to determine, consistent with Section 2.3(c), whether fractions as the "Merger Consideration"):
(a) In the event the aggregate number of shares of SIB Common Stock in respect of which Cash Elections shall have been made (the "SIB Cash Election Shares") is greater than the quotient of (x) $368,500,000 divided by (y) the Cash Election Price (such quotient, Stock Election Shares or Non-Election the "Cash Conversion Shares"), as applicable, shall be rounded up or down).then:
(i) If the all shares of SIB Common Stock Election Number exceeds the in respect of which Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall Elections have been made will be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of ICBC Common Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, accordance with the remaining number terms of such holder’s Stock Election Shares being converted into the right to receive the Cash ConsiderationSection 2.1(b); and
(ii) If the all shares of SIB Common Stock Election Number is less than the Stock Conversion Number (the amount by in respect of which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall Cash Elections have been made will be converted into the right to receive the ICBC Common Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated cash in the following manner:
(A) If a proration factor (the Shortfall Number is less than or equal to "Cash Proration Factor") shall be determined by dividing (x) $368,500,000 by (y) the product of the SIB Cash Election Shares and the Cash Election Price;
(B) the number of Non-Election Shares, then all SIB Cash Election Shares held by each holder of shares of SIB Common Stock that will be converted into the right to receive cash pursuant to the terms of Section 2.1(c) shall be determined by multiplying the Cash Proration Factor by the number of SIB Cash Election Shares held by such holder; and
(C) all SIB Cash Election Shares other than those shares converted into the right to receive cash in accordance with the preceding subparagraph (B) shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the ICBC Common Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, accordance with the remaining number terms of such holder’s Non-Election Shares being converted into the right to receive the Cash ConsiderationSection 2.1(b); or
(Bb) If In the Shortfall Number exceeds event the aggregate number of Non-SIB Cash Election Shares is less than the Cash Conversion Shares, then then:
(i) all Non-SIB Cash Election Shares shall (subject to the provisions of Section 2.1(d) with respect to any Dissenting Shares) will be converted into the right to receive cash in accordance with the terms of Section 2.1(c); and
(ii) all shares of SIB Common Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to which Stock Elections shall have been made (the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-"SIB Stock Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being ") will be converted into the right to receive ICBC Common Stock and cash in the Cash Consideration.following manner:
(A) a proration factor (the "Stock Proration Factor") shall be determined by dividing the Stock Conversion Shares (defined below) by the aggregate number of
Appears in 2 contracts
Samples: Merger Agreement (Staten Island Bancorp Inc), Merger Agreement (Independence Community Bank Corp)
Proration. (ai) The Notwithstanding any other provision contained in this Agreement, the total number of shares of Company Common Stock to be entitled to receive the Cash Consideration pursuant to Section 2.1 shall be equal to 50% of the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any Cancelled Shares) (the “Maximum Cash Share Number”).
(ii) Promptly (and in any event no later than five Business Days) after the Effective Time, Parent shall cause the Exchange Agent to effect the allocation among holders of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be as follows:
(A) If the aggregate number of shares of Company Common Stock with respect to which Cash Elections shall have been made as set forth in (which, for this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicablepurpose, shall be rounded up or down).
deemed to include the Dissenting Shares determined as of the Effective Time) (ithe “Cash Election Number”) If the Stock Election Number exceeds the Stock Conversion Maximum Cash Share Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and Cash Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Stock Election Shares thereof will be entitled converted into the right to receive the Stock Cash Consideration in respect of that number of Stock Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Maximum Cash Share Number and the denominator of which is the Stock Cash Election NumberNumber (with the Exchange Agent to determine, consistent with Section 2.2(a)(i), whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holder’s Stock Cash Election Shares being converted into the right to receive the Cash Stock Consideration; and
(iiB) If the Stock Cash Election Number is less than the Stock Conversion Maximum Cash Share Number (the amount by which the Stock Conversion Maximum Cash Share Number exceeds the Stock Cash Election Number being referred to herein as the “Shortfall Number”), then all Stock Cash Election Shares shall be converted into the right to receive the Stock Cash Consideration and the Non-Election Shares and the Cash Stock Election Shares shall be treated in the following manner:
(A1) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Stock Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall be converted into the right to receive the Stock Cash Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election SharesShares (with the Exchange Agent to determine, consistent with Section 2.2(a)(i), whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Stock Consideration; or
(B2) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and Stock Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Cash Election Shares thereof shall be converted into the right to receive the Stock Cash Consideration in respect of that number of Cash Stock Election Shares equal to the product obtained by multiplying (x) the number of Cash Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Stock Election SharesShares (with the Exchange Agent to determine, consistent with Section 2.2(a)(i), whether fractions of Stock Election Shares shall be rounded up or down), with the remaining number of such holder’s Cash Stock Election Shares being converted into the right to receive the Cash Stock Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Littelfuse Inc /De), Merger Agreement (Ixys Corp /De/)
Proration. (a) The allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth Notwithstanding anything in this Section 2.2(aAgreement to the contrary, the aggregate number of shares of Company Common Stock to be converted into the right to retain Company Common Stock at the Effective Time (the "NON-CASH ELECTION NUMBER") (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or downequal to 1,296,296 (excluding for this purpose any shares of Company Common Stock to be cancelled pursuant to Section 2.1(b)).
(ib) If the Stock Election Number number of Electing Shares exceeds the Stock Conversion Non-Cash Election Number, then all each Electing Share shall be converted into the right to retain Non-Cash Election Shares and all or receive cash in accordance with the terms of Section 2.1(c) in the following manner:
(i) A proration factor (the "NON-CASH PRORATION FACTOR") shall be determined by dividing the Non-Cash Election Number by the total number of Electing Shares.
(ii) The number of Electing Shares covered by each Non-Cash Election to be converted into the right to retain Non-Cash Election Shares shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash Election.
(iii) All Electing Shares, other than those shares converted into the right to receive Non-Cash Election Shares in accordance with Section 2.4(b)(ii), shall be converted into cash (on a consistent basis among stockholders who made the election referred to in Section 2.1(c)(i), pro rata to the number of shares as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 2.1(c)(ii).
(c) If the number of Electing Shares is less than the Non-Cash Election Number, then:
(i) all Electing Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of retain Company Common Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, accordance with the remaining number terms of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; andSection 2.1(c)(i);
(ii) If the additional shares of Company Common Stock Election Number is less other than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Electing Shares and Dissenting Shares shall be converted into the right to receive the Stock Consideration and the retain Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, accordance with the remaining number terms of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.2.1
Appears in 1 contract
Samples: Merger Agreement (TCW Group Inc)
Proration. (a) The allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).
(i) If Notwithstanding anything to the contrary in this Agreement, other than Section 2.7(c), a minimum number of shares of Company Common Stock Election Number exceeds equal to the Minimum Stock Conversion Percentage (as defined below) of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (such number of shares, the “Aggregate Stock Number, then all Cash Election Shares and all Non-Election Shares ”) shall be converted into the right to receive the Cash Consideration andStock Consideration. The “Minimum Stock Percentage” shall be equal to 42%; provided, subject however, that if the tax opinion of Parent’s counsel referred to in Section 2.5(f7.2(g) hereof, each holder or the tax opinion of Stock Election Shares will the Company’s counsel referred to in Section 7.3(e) cannot be entitled rendered as a result of the Merger potentially failing to receive satisfy continuity of interest requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Stock Consideration in respect of that number of Stock Election Shares held Code (as reasonably determined by such holder equal counsel) taking into account the value of a share of Parent Common Stock on the last trading day immediately prior to the product obtained by multiplying Closing Date and on the Closing Date, then the Minimum Stock Percentage shall be increased to the minimum extent necessary to enable such tax opinion or opinions to be rendered (x) such reduction and increase to be finally calculated and made immediately preceding the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; andEffective Time).
(ii) If the aggregate number of Stock Electing Shares of Company Common Stock (the “Stock Election Number Number”) is less than or equal to the Minimum Stock Conversion Percentage of the Aggregate Stock Number (the amount by which the Stock Conversion Number exceeds such difference between the Stock Election Number being referred to herein as and the Minimum Stock Percentage of the Aggregate Stock Number, the “Shortfall Number”), then (x) all Stock Election Electing Shares shall be converted into the right to receive the Stock Consideration and (y) the Cash Electing Shares and Non-Election Shares and the Cash Election Electing Shares shall be treated in the following manner:
(A1) If the Shortfall Number is less than or equal to the aggregate number of Non-Election Electing Shares, then (A) all Cash Election Electing Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(fand (B) hereof, the Non-Electing Shares of each holder of Non-Election Shares shares of Company Common Stock shall be converted into the right to receive the Stock Consideration in respect of that number of Non-Election Electing Shares held by such holder that is equal to the product obtained by multiplying (xI) the number of Non-Election Electing Shares held by of such holder by (yII) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total aggregate number of Non-Election Electing Shares, with the remaining number of such holder’s Non-Election Electing Shares being converted into the right to receive the Cash Consideration; orand
(B2) If the Shortfall Number exceeds the aggregate number of Non-Election Electing Shares, then (I) all Non-Election Electing Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(fand (II) hereof, a number of Cash Electing Shares of each holder of Cash Election Shares shares of Company Common Stock shall be converted into the right to receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (xI) the number of Cash Election Electing Shares held by of such holder by (yII) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total aggregate number of Non-Election Shares, Electing Shares and the denominator of which is the total aggregate number of Cash Election Electing Shares, with the remaining number of such holder’s Cash Election Electing Shares being converted into the right to receive the Cash Consideration.
(iii) If the Stock Election Number is greater than the Minimum Stock Percentage of the Aggregate Stock Number then all Non-Electing Shares shall be converted into the right to receive the Cash Consideration.
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Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of shares of Company Common Stock (including Company Restricted Shares) to be converted into Cash Consideration pursuant to Section 1.4 (which for this purpose shall be deemed to include the Dissenting Shares determined as of the Effective Time) (the “Cash Conversion Number“) shall be equal to the quotient obtained by dividing (x) the Cash Component by (y) the Per Share Amount. All other shares of Company Common Stock shall be converted into Stock Consideration (other than shares of Company Common Stock to be cancelled as provided in Section 1.4(b)).
(b) As promptly as practicable, and in any event within five (5) business days after the Effective Time, Parent shall cause the Exchange Agent (as defined herein) to effect the allocation among holders of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Company Common Stock with respect to which Cash Elections shall have been made (which, for this purpose, shall be deemed to include the Dissenting Shares determined as of the Effective Time) (the “Cash Election Number Number“) exceeds the Stock Cash Conversion Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and Cash Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Stock Election Shares thereof will be entitled converted into the right to receive the Stock Cash Consideration in respect of that number of Stock Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Cash Conversion Number and the denominator of which is the Stock Cash Election NumberNumber (with the Exchange Agent to determine, consistent with Section 1.5(a), whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holder’s Stock Cash Election Shares being converted into the right to receive the Cash Stock Consideration; and
(ii) If the Stock Cash Election Number is less than the Stock Cash Conversion Number (the amount by which the Stock Cash Conversion Number exceeds the Stock Cash Election Number being referred to herein as the “Shortfall Number”“), then all Stock Cash Election Shares shall be converted into the right to receive the Stock Cash Consideration and the Non-Election Shares and the Cash Stock Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Stock Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall convert into the right to receive the Stock Cash Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election SharesShares (with the Exchange Agent to determine, consistent with Section 1.5(a), whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Stock Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and the Stock Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Cash Election Shares thereof shall convert into the right to receive the Stock Cash Consideration in respect of that number of Cash Stock Election Shares equal to the product obtained by multiplying (x) the number of Cash Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Stock Election SharesShares (with the Exchange Agent to determine, consistent with Section 1.5(a), whether fractions of Stock Election Shares shall be rounded up or down), with the remaining number of such holder’s Cash Stock Election Shares being converted into the right to receive the Cash Stock Consideration.
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Proration. (a) The allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Notwithstanding Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c2.1(c), whether fractions the maximum aggregate amount of cash that may be paid to holders of Avenor Common Shares pursuant to this Article 2 (the "Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, Cap") shall be rounded up or down).
equal to (A) the product of (i) If C$35, (ii) the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election number of Outstanding Avenor Common Shares and all Non-Election Shares shall be converted into (iii) 0.60 less (B) the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder lesser of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the product of (i) $21 and (ii) the number of Stock Election Avenor Common Shares held in respect of which a notice of dissent has been delivered by such holder by Dissenting Shareholders in accordance with the Act and (y) a fraction, $65,000,000.
(b) If the numerator product (the "Requested Cash Amount") of which is (i) the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining aggregate number of such holder’s Stock Election Cash Elected Shares being converted into the right to receive the Cash Consideration; and
and (ii) If C$35, exceeds the Stock Election Number is less than the Stock Conversion Number Cash Cap, then a cash proration factor (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares "Cash Proration Factor") shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and determined by dividing the Cash Election Shares shall be treated in Cap by the following manner:
(A) If the Shortfall Number is less than or equal to Requested Cash Amount and the number of Non-Election Shares, then all Cash Election Elected Shares of each holder thereof shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal reduced to the product obtained by multiplying of (x) the number of Non-Election Shares held by such holder by Cash Proration Factor and (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Elected Shares of such holder (the "Available Cash Elected Shares"), and the difference between such holder's Cash Elected Shares and such holder's Available Cash Elected Shares shall be deemed to be Share Elected Shares of such holder.
(c) Notwithstanding Sections 2.1(a), (c) and (d), the maximum aggregate number of Exchangeable Shares and Bowater Common Shares that may be issued to or received by holders of Avenor Common Shares pursuant to this Article 2 (the "Share Cap") shall be equal to the product of (x) the Exchange Ratio, (y) the number of Outstanding Avenor Common Shares and (z) 0.50.
(d) If the product (the "Requested Share Amount") of (w) the difference between (A) the number of Outstanding Avenor Common Shares (other than Avenor Common Shares held by holders who have delivered a notice of dissent in accordance with the Act) and (B) the aggregate number of Cash Elected Shares (such difference, the "Deemed Share Elected Shares") and (x) the Exchange Ratio, exceeds the Share Cap, then a share proration factor (the "Share Proration Factor") shall be determined by dividing the Share Cap by the Requested Share Amount and the number of Deemed Share Elected Shares of each holder by thereof shall be reduced to the product of (x) the Share Proration Factor and (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Deemed Share Elected Shares of such holder (the "Available Share Elected Shares, ") and the denominator of which is the total number of difference between such holder's Deemed Share Elected Shares and such holder's Available Share Elected Shares shall be deemed to be Cash Election Shares, with the remaining number Elected Shares of such holder’s Cash Election . If the number of Deemed Share Elected Shares being converted into is reduced pursuant to the right to receive provisions of this paragraph (d), such reduction will be made pro rata as between the Cash ConsiderationExchangeable Share Elected Shares and the Bowater Elected Shares of such holder.
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Samples: Arrangement Agreement (Bowater Inc)
Proration. (ai) The Notwithstanding any other provision contained in this Agreement, the total number of shares of Company Common Stock to be converted at the Effective Time into the right to receive the Per Share Cash Consideration pursuant to Section 2.01(c) (which, for this purpose, shall be deemed to include the Appraisal Shares determined as of the Effective Time) (the “Cash Conversion Number”) shall be equal to the quotient (rounded down to the nearest whole share) of (A) the Cash Component divided by (B) the Per Share Cash Consideration. All other shares of Company Common Stock (other than Excluded Shares and Appraisal Shares) shall be converted at the Effective Time into the right to receive the Per Share Stock Consideration.
(ii) Within three (3) Business Days after the Effective Time, Parent shall cause the Exchange Agent to effect the allocation among the holders of shares of Company Common Stock of the rights to receive the Per Share Cash Consideration and the Per Share Stock Consideration among Holders will be as follows:
(A) if the aggregate number of shares of Company Common Stock with respect to which Cash Elections shall have been made as set forth in (which, for this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicablepurpose, shall be rounded up deemed to include the Appraisal Shares determined as of the Effective Time) (the “Total Cash Election Number”) exceeds or down).
(i) If equals the Stock Election Number exceeds the Stock Cash Conversion Number, then (1) all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Per Share Stock Consideration, and (2) Cash Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Stock Election Shares will thereof shall be entitled converted into the right to receive the Stock Per Share Cash Consideration in respect of that number of Stock Cash Election Shares equal to the product of (x) the number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder multiplied by (y) a fraction, the numerator of which is the Stock Cash Conversion Number and the denominator of which is the Stock Total Cash Election NumberNumber (with the Exchange Agent to determine, consistent with Section 2.01(f)(i), whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holder’s Stock Cash Election Shares being converted into the right to receive the Cash Per Share Stock Consideration; and
(iiB) If if the Stock Total Cash Election Number is less than the Stock Cash Conversion Number (the amount by which the Stock Cash Conversion Number exceeds the Stock Total Cash Election Number being referred to herein as the “Shortfall Number”), then all Stock Cash Election Shares shall be converted into the right to receive the Stock Consideration Per Share Cash Consideration, and the Non-Stock Election Shares and the Cash Non-Election Shares shall be treated in the following manner:
(A1) If if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Stock Election Shares shall be converted into the right to receive the Cash Consideration andPer Share Stock Consideration, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall be converted into the right to receive the Stock Per Share Cash Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying of (x) the number of Non-Election Shares held by such holder multiplied by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election SharesShares (with the Exchange Agent to determine, consistent with Section 2.01(f)(i), whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Per Share Stock Consideration; or
(B2) If if the Shortfall Number exceeds the number of Non-Election Shares, then (x) all Non-Election Shares shall be converted into the right to receive the Per Share Cash Consideration and (y) the Stock Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Cash Election Shares thereof shall be converted into the right to receive the Stock Per Share Cash Consideration in respect of that number of Cash Stock Election Shares equal to the product obtained by multiplying of (x) the number of Cash Stock Election Shares held by such holder multiplied by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Stock Election SharesShares (with the Exchange Agent to determine, consistent with Section 2.01(f)(i), whether fractions of Stock Election Shares shall be rounded up or down), with the remaining number of such holder’s Cash Stock Election Shares being converted into the right to receive the Cash Per Share Stock Consideration.
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Proration. (a) The allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth Notwithstanding anything in this Section 2.2(aAgreement to the contrary, the aggregate number of Retained Shares (the "Actual Retained Share Number") (with the Exchange Agent shall ---------------------------- be equal to determine, consistent with Section 2.3(c), whether fractions of Cash Election 727,273 Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).
(ib) If the Stock Election Number aggregate number of Shares constituting Elected Retained Shares (the "Elected Retained Share Number") exceeds the Stock Conversion Actual Retained Share ----------------------------- Number, then all Cash Election the number of Shares and all which shall be Retained Shares pursuant to Section 2.3(c)(i) shall be reduced by such excess number of Shares (each such Share included among such excess, a "Non-Election Elected Cash Share"). In such event, ---------------------- each holder of Elected Retained Shares shall be converted into the right to receive the allocated Non-Elected Cash Consideration and, subject Shares in lieu of Retained Shares such that (after giving effect to Section 2.5(f2.6(e)) hereof, each such holder of Stock Election shall be deemed to hold Non-Elected Cash Shares will be entitled in an amount equal to receive (x) the Stock Consideration in respect of that total number of Stock Election Elected Retained Shares held by such holder equal to less (y) the product obtained by multiplying of (x) the number of Stock Election Shares held by such holder by (yA) a fraction, the numerator of which is the Stock Conversion Number ---- Actual Retained Share Number, and the denominator of which is the Stock Election Elected Retained Share Number, with multiplied by (B) the remaining total number of Elected Retained Shares held by such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and.
(iic) If the Stock Election Actual Retained Share Number is less greater than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Elected Retained Share Number”), then all Stock Election the aggregate number of Shares which shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares cash pursuant to Section 2.3(c)(ii) shall be treated in the following manner:
(A) If the Shortfall Number is less than or decreased by a number of Shares equal to the number excess of the Actual Retained Share Number over the Elected Retained Share Number (each Share included among such excess, a "Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereofElected Retained Share"). In such event, each holder of Non-Election Elected -------------------------- Cash Shares (other than the Investor) shall receive be allocated a portion of the Stock Consideration Non- Elected Retained Shares in respect lieu of that Elected Cash Shares (after giving effect to Section 2.6(e)) equal to (i) the number of Non-Election Elected Cash Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder holder, multiplied by (yii) a fraction, the numerator of which is the Shortfall Number number of Non-Elected Retained Shares and the denominator of which is the total aggregate number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Elected Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by all holders (y) a fraction, other than the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash ConsiderationInvestor).
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Proration. (a) The allocation Notwithstanding anything in this Agreement to the contrary, the aggregate number of rights to receive the Cash Consideration shares of CCI Common Stock (and the associated Rights) to be converted into the right to retain CCI Common Stock Consideration among Holders will be made as set forth in this Section 2.2(a(and the associated Rights) at the Effective Time (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of "Non-Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, Number") shall be rounded up or downequal to 588,611 (excluding for this purpose any shares of CCI Common Stock (and the associated Rights) to be cancelled pursuant to Section 1.8(a)).
(ib) If the Stock Election Number number of Electing Shares exceeds the Stock Conversion Non-Cash Election Number, then all each Electing Share shall be converted into the right to retain Non-Cash Election Shares and all or receive cash in accordance with the terms of Section 1.8(b) in the following manner:
(i) A proration factor (the "Non-Cash Proration Factor") shall be determined by dividing the Non-Cash Election Number by the total number of Electing Shares.
(ii) The number of Electing Shares covered by each Non-Cash Election to be converted into the right to retain Non-Cash Election Shares shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash Election.
(iii) All Electing Shares, other than those shares converted into the right to receive Non-Cash Election Shares in accordance with Section 1.10(b)(ii), shall be converted into cash (on a consistent basis among shareholders who made the election referred to in Section 1.8(b)(i), pro rata to the number of shares as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 1.8(b)(ii).
(c) If the number of Electing Shares is less than the Non-Cash Election Number, then:
(i) all Electing Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of retain CCI Common Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, associated Rights) in accordance with the remaining number terms of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; andSection 1.8(b)(i);
(ii) If the additional shares of CCI Common Stock Election Number is less (other than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Electing Shares and Dissenting Shares) shall be converted into the right to receive the Stock Consideration and the retain Non-Election Shares and the Cash Election Shares shall be treated in accordance with the terms of Section 1.8(b) in the following manner:
(A1) If a proration factor (the Shortfall "Cash Proration Factor") shall be determined by dividing (x) the difference between the Non-Cash Election Number is less than or equal to and the number of Non-Election Electing Shares, then all by (y) the total number of shares of CCI Common Stock outstanding at the Effective Time (other than Electing Shares and Dissenting Shares); and
(2) the number of shares of CCI Common Stock in addition to Electing Shares to be converted into the right to retain Non- Cash Election Shares shall be determined by multiplying the Cash Proration Factor by the total number of shares of CCI Common Stock outstanding at the Effective Time (other than Electing Shares and Dissenting Shares); and
(iii) Subject to Section 2.11, shares of CCI Common Stock subject to clause (ii) of this Section 1.10(c) shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of retain Non-Cash Election Shares shall receive in accordance with Section 1.8(b)(i) as if such shares had been the Stock Consideration in respect subject of that number of a Non-Cash Election Shares (on a consistent basis among shareholders who held by such holder equal shares of CCI Common Stock as to which they did not make the product obtained by multiplying (x) election referred to in Section 1.8(b)(i), pro rata based upon the number of Non-Election Shares held by shares as to which they did not make such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Considerationelection).
Appears in 1 contract
Proration. (ai) The Notwithstanding any other provision contained in this Agreement, the total number of shares of Company Common Stock to be entitled to receive the Cash Consideration pursuant to Section 3.3(a)(i) shall be equal to 50% of the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Closing Effective Time (other than any Cancelled Shares and any Excluded Shares) (the “Maximum Cash Share Number”), and the total number of shares of Company Common Stock to be entitled to receive the Stock Consideration pursuant to Section 3.3(a)(i) shall be equal to 50% of the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Closing Effective Time (other than any Cancelled Shares and any Excluded Shares).
(ii) Promptly (and in any event no later than five business days) after the Closing Effective Time, Parent shall cause the Exchange Agent to effect the allocation among holders of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will as follows:
(A) If the aggregate number of shares of Company Common Stock with respect to which Cash Elections shall have been made (which, for this purpose (for the avoidance of doubt, subject to Section 3.3(b)), shall be made deemed to include the Dissenting Shares determined as set forth in this Section 2.2(aof the Closing Effective Time) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of “Cash Election SharesNumber”) equals or exceeds the Maximum Cash Share Number, then (x) all Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).
(i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and (y) Cash Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Stock Election Shares will be entitled converted into the right to receive the Stock Cash Consideration in respect of that number of Stock Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Maximum Cash Share Number and the denominator of which is the Stock Cash Election NumberNumber (with the Exchange Agent to determine, consistent with Section 3.3(a)(i), whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holder’s Stock Cash Election Shares being converted into the right to receive the Cash Stock Consideration; and
(iiB) If the Stock Cash Election Number is less than the Stock Conversion Maximum Cash Share Number (the amount by which the Stock Conversion Maximum Cash Share Number exceeds the Stock Cash Election Number being referred to herein as the “Shortfall Number”), then all Stock Cash Election Shares shall be converted into the right to receive the Stock Cash Consideration and the Non-Election Shares and the Cash Stock Election Shares shall be treated in the following manner:
(A1) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Stock Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall be converted into the right to receive the Stock Cash Consideration in respect of that number of Non-Non- Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election SharesShares (with the Exchange Agent to determine, consistent with Section 3.3(a)(i), whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Stock Consideration; or
(B2) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and Stock Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Cash Election Shares shall thereof will be converted into the right to receive the Stock Cash Consideration in respect of that number of Cash Stock Election Shares equal to the product obtained by multiplying (x) the number of Cash Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Stock Election SharesShares (with the Exchange Agent to determine, consistent with Section 3.3(a)(i), whether fractions of Stock Election Shares shall be rounded up or down), with the remaining number of such holder’s Cash Stock Election Shares being converted into the right to receive the Cash Stock Consideration.
Appears in 1 contract
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of shares of Company Common Stock to be entitled to receive the Cash Consideration pursuant to Section 1.5(a) shall be equal to the product (rounded down to the nearest whole share) of (i) 0.15 and (ii) the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding the shares of Company Common Stock to be cancelled as provided in Section 1.5(d)) (the "Cash Conversion Number"). All other shares of Company Common Stock (excluding the shares of Company Common Stock to be cancelled as provided in Section 1.5(d)) shall be converted into the right to receive the Stock Consideration.
(b) Promptly (and in any event no later than five (5) business days) after the Effective Time, Parent shall cause the Exchange Agent to effect the allocation among holders of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Company Common Stock with respect to which Cash Elections shall have been made (the "Cash Election Number Number") exceeds the Stock Cash Conversion Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and Cash Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Stock Election Shares thereof will be entitled converted into the right to receive the Stock Cash Consideration in respect of that number of Stock Cash Election Shares held by such holder equal to the product obtained by multiplying (xA) the number of Stock Cash Election Shares held by such holder by (yB) a fraction, the numerator of which is the Stock Cash Conversion Number and the denominator of which is the Stock Cash Election NumberNumber (with the Exchange Agent to determine, consistent with Section 2.1(a), whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holder’s Stock 's Cash Election Shares being converted into the right to receive the Cash Stock Consideration; and
(ii) If the Stock Cash Election Number is less than the Stock Cash Conversion Number (the amount by which the Stock Cash Conversion Number exceeds the Stock Cash Election Number being referred to herein as the “"Shortfall Number”"), then all Stock Cash Election Shares shall be converted into the right to receive the Stock Cash Consideration and the Non-Election Shares and the Cash Stock Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Stock Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall be converted into the right to receive the Stock Cash Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election SharesShares (with the Exchange Agent to determine, consistent with Section 2.1(a), whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s 's Non-Election Shares being converted into the right to receive the Cash Stock Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and Stock Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Cash Election Shares thereof shall be converted into the right to receive the Stock Cash Consideration in respect of that number of Cash Stock Election Shares equal to the product obtained by multiplying (x) the number of Cash Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Stock Election SharesShares (with the Exchange Agent to determine, consistent with Section 2.1(a), whether fractions of Stock Election Shares shall be rounded up or down), with the remaining number of such holder’s Cash 's Stock Election Shares being converted into the right to receive the Cash Stock Consideration.
Appears in 1 contract
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of shares of Transatlantic Common Stock to be converted into Cash Consideration pursuant to Section 2.1(a)(iii) (which, for this purpose, shall be deemed to include the Dissenting Shares determined as of the Effective Time) (the “Cash Conversion Number”) shall be equal to the quotient obtained by dividing (i) the Cash Component by (y) the Per Share Amount. All other shares of Transatlantic Common Stock (other than Cancelled Shares and Dissenting Shares) shall be converted into Stock Consideration.
(b) Within three (3) Business Days after the Effective Time, Alleghany shall cause the Exchange Agent (as defined herein) to effect the allocation among the holders of shares of Transatlantic Common Stock of the rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If if the aggregate number of shares of Transatlantic Common Stock with respect to which Cash Elections shall have been made (which, for this purpose, shall be deemed to include the Dissenting Shares determined as of the Effective Time) (the “Total Cash Election Number Number”) exceeds the Stock Cash Conversion Number, then (A) all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(fand (B) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall each holder thereof will be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Cash Conversion Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number Total Cash Election Number (with the Exchange Agent to determine, consistent with Section 2.2(a), whether fractions of Cash Election SharesShares shall be rounded up or down), with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Stock Consideration.; and
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Proration. (a) The allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth Notwithstanding anything in this Agreement to the contrary, the aggregate number of shares of Company Common Stock to be retained at the Effective Time pursuant to Section 2.2(a2.01(b) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or downequal to 590,973 shares of outstanding Common Stock of the Surviving Corporation immediately after the Effective Time (the "NON-CASH ELECTION NUMBER").
(ib) If the Stock Election Number number of Electing Shares exceeds the Stock Conversion Non-Cash Election Number, then all each Electing Share shall be converted into the right to retain Non-Cash Election Shares and all or receive cash in accordance with the terms of 2.01 in the following manner:
(i) a proration factor (the "EXCESS PRORATION FACTOR") shall be determined by dividing the Non-Cash Election Number by the total number of Electing Shares;
(ii) the number of Electing Shares covered by each Non-Cash Election shall be determined by multiplying the Excess Proration Factor by the total number of Electing Shares covered by such Non-Cash Election (subject to rounding, to avoid the issuance of fractional shares); and
(iii) all Electing Shares, other than those shares converted into the right to retain Non-Cash Election Shares in accordance with Section 2.03(b)(ii), shall be converted into cash in accordance with the terms of Section 2.01(b)(ii), as if such shares were not Electing Shares.
(c) If the number of Electing Shares is less than the Non-Cash Election Number, then:
(i) all Electing Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder retain shares of Company Common Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, accordance with the remaining number terms of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; andSection 2.01(b)(i);
(ii) If the additional shares of Company Common Stock Election Number is less (other than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Electing Shares and Dissenting Shares) shall be converted into the right to receive the Stock Consideration and the retain Non-Election Shares and the Cash Election Shares shall be treated in accordance with the terms of Section 2.01(b) in the following manner:
(A) If a proration factor (the Shortfall "SHORTFALL PRORATION FACTOR") shall be determined by dividing (x) the difference between the No- Cash Election Number is less than or equal to and the number of Non-Election Electing Shares, then all Cash Election by (y) the total number of shares of Company Common Stock outstanding at the Effective Time (other than Electing Shares and Dissenting Shares); and
(B) the number of shares of Company Common Stock (other than Electing Shares and Dissenting Shares) held by each stockholder that shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of retain Non-Cash Election Shares shall receive be determined by multiplying the Stock Consideration in respect of that Shortfall Proration Factor by the total number of Non-Election shares of Company Common Stock (other than Electing Shares and Dissenting Shares) held by such holder equal (subject to rounding to avoid the product obtained by multiplying (x) the number issuance of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Considerationfractional shares); orand
(Biii) If the Shortfall Number exceeds the number shares of Non-Election Shares, then all Non-Election Shares Company Common Stock subject to clause (ii) of this Section 2.03(c) shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of retain Non-Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by accordance with Section 2.01(b)(i), as if such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election shares were Electing Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.
Appears in 1 contract
Samples: Merger Agreement (Banctec Inc)
Proration. (aThe determination of whether Cornerstone Common Shares shall be converted in the Merger into Colonial Common Shares in accordance with Section 1.8(a)(ii) The allocation of rights or Colonial Series E Preferred Depositary Shares in accordance with Section 1.8(a)(i), or the right to receive the Cash Consideration a combination of Colonial Series E Preferred Depositary Shares and the Stock Consideration among Holders will Colonial Common Shares shall be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down)1.10.
(ia) If the Stock Each Cornerstone Common Share for which a Common Election Number exceeds the Stock Conversion Number, then all Cash Election Shares is received and all each Non-Election Shares Electing Share (as defined herein) shall be converted into Colonial Common Shares in accordance with Section 1.8(a)(ii). For purposes of this Section 1.10, outstanding Cornerstone Common Shares as to which an election is not in effect at the Election Date and shares as to which an Election has been withdrawn after the 60-day period following the Election Date and prior to the Effective Time of the Merger shall be called “Non-Electing Shares.” If Colonial and Cornerstone shall determine for any reason that any Election was not properly made with respect to Cornerstone Common Shares, such Election shall be deemed ineffective and Cornerstone Common Shares covered by such Election shall, for purposes hereof, be deemed to be Non-Electing Shares.
(b) Except as provided in the immediately following sentence, each Cornerstone Common Share for which a Preferred Election is received shall be converted into Colonial Series E Preferred Depositary Shares in accordance with Section 1.8(a)(i). If Preferred Elections are received for a number of Cornerstone Common Shares which is greater than the Maximum Preferred Depositary Share Amount (as defined herein), each Cornerstone Common Share for which a Preferred Election has been received shall be converted in the Merger into the right to receive the Cash Consideration and, subject to Section 2.5(f(i) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that a number of Stock Election Colonial Series E Preferred Depositary Shares held by such holder equal to the product obtained by multiplying of (w) the Preferred Depositary Share Conversion Rate and (x) a fraction (the number of Stock Election Shares held by such holder by (y“Preferred Fraction”) a fraction, the numerator of which is shall be the Stock Conversion Number Maximum Preferred Depositary Share Amount and the denominator of which is shall be the Stock Election Number, with the remaining aggregate number of such holder’s Stock Election Cornerstone Common Shares being converted into the right to receive the Cash Consideration; and
covered by all Preferred Elections, and (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the a number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Colonial Common Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) the Common Share Conversion Rate and (z) a fractionfraction (the “Common Fraction”) equal to one minus the Preferred Fraction and (iii) if (and only if) a Top-Up Notice shall have been delivered pursuant to Section 7.1(j), additional consideration in an amount and form equal to the numerator of which is Common Fraction times the amount of Colonial Common Shares and cash payable with respect to a Cornerstone Common Share for which a Common Election is received pursuant to clause (B) of Section 1.8(a)(ii). As used herein, “Maximum Preferred Depositary Share Amount” shall mean 14,080,954 minus the Maximum Preferred Depositary Share Adjustment Amount. “Maximum Preferred Depositary Share Adjustment Amount” shall be an amount (rounded to the nearest whole number) equal to the quotient obtained by which dividing (1I) the Shortfall Number exceeds Closing Adjustment Amount by (2II) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration$10.50.
Appears in 1 contract
Samples: Merger Agreement (Cornerstone Realty Income Trust Inc)
Proration. (a) The allocation Merger Consideration shall include cash of rights not less than $5,000,000 and not more than (i) $8,000,000 minus (ii) cash paid to receive extinguish certain stock options and on account of the Cash Consideration and Dissenting Shares. As more fully set forth below, the aggregate amount of cash to be paid to holders of shares of Company Common Stock Consideration among Holders will be made (other than shares of Company Common Stock cancelled as set forth in this Section 2.2(a2.1(a)) (i) shall not be less than $5,000,000 (the "Minimum Aggregate Cash Merger Consideration") and (ii) shall not exceed $8,000,000, minus the sum of (A) the aggregate amount payable with respect to Director Stock Options (as defined in Section 2.10) outstanding at the Exchange Agent to determineEffective Time, consistent with Section 2.3(c), whether fractions and (B) the product of the number of Dissenting Shares multiplied by $19.25 (the "Maximum Aggregate Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or downMerger Consideration").
(b) In the event that the product of the total number of Cash Election Shares multiplied by $19.25 (such product shall be referred to hereinafter as the "Cash Election Amount") is less than the Minimum Aggregate Cash Merger Consideration, then:
(i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares shall be converted into the right to receive Cash Consideration,
(ii) the Exchange Agent will select, on a pro rata basis, first from among the No-Election Shares and then, if necessary, from among the Stock Election Shares, a sufficient number of such shares ("Cash Designee Shares") such that the product of (A) the sum of the number of Cash Election Shares plus the number of Cash Designee Shares, multiplied by (B) $19.25 equals as closely as practicable the Minimum Aggregate Cash Merger Consideration and the Cash Designee Shares shall be converted into the right to receive Cash Consideration, and
(iii) the No-Election Shares and the Stock Election Shares not so selected as Cash Designee Shares shall be converted into the right to receive Stock Consideration.
(c) In the event that the Cash Election Amount is greater than the Maximum Aggregate Cash Merger Consideration, then:
(i) all Stock Election Shares and all NonNo-Election Shares shall be converted into the right to receive Stock Consideration,
(ii) the Exchange Agent will select, on a pro rata basis, from among the Cash Consideration andElection Shares, subject to Section 2.5(f) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that a sufficient number of such shares ("Stock Election Shares held by Designee Shares") such holder equal to that the product obtained by multiplying of (xA) the number of Stock Cash Election Shares held by such holder minus the number of Stock Designee Shares, multiplied by (yB) a fraction, $19.25 equals as closely as practicable the numerator of which is Maximum Aggregate Cash Merger Consideration and the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Designee Shares being shall be converted into the right to receive Stock Consideration, and
(iii) any Cash Election Shares not so selected as Stock Designee Shares shall be converted into the right to receive Cash Consideration.
(d) In the event that the Cash Election Amount is greater than the Minimum Aggregate Cash Merger Consideration but less than the Maximum Aggregate Cash Merger Consideration; and, then:
(i) all Cash Election Shares shall be converted into the right to receive Cash Consideration,
(ii) If the Stock Exchange Agent will select, on a pro rata basis, from among the No-Election Number is less than Shares, a sufficient number of Cash Designee Shares such that the Stock Conversion Number product of (A) the amount sum of the number of Cash Election Shares plus the number of Cash Designee Shares, multiplied by which (B) $19.25 equals as closely as practicable the Stock Conversion Number exceeds Maximum Aggregate Cash Merger Consideration and the Stock Cash Designee Shares shall be converted into the right to receive Cash Consideration, and
(iii) any No-Election Number being referred to herein Shares not so selected as the “Shortfall Number”), then Cash Designee Shares and all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.
Appears in 1 contract
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of shares of Company Common Stock to be converted into Stock Consideration pursuant to Section 2.1(c) (the "STOCK CONVERSION NUMBER") shall be equal to the quotient obtained by dividing (x) the Aggregate Parent Share Amount by (y) the Exchange Ratio. All of the other shares of Company Common Stock shall be converted into Cash Consideration (in each case, excluding shares of Company Common Stock to be canceled as provided in Section 2.1(b) ).
(b) Within five business days after the Effective Time (as defined in Section 1.3), Parent shall cause the Exchange Agent (as defined in Section 2.4) to effect the allocation among holders of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Company Common Stock Election Number with respect to which Stock Elections shall have been made (the "STOCK ELECTION NUMBER") exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares of each holder thereof shall be converted into the right to receive the Cash Consideration andConsideration, subject to Section 2.5(f) hereof, each holder of and Stock Election Shares of each holder thereof will be entitled converted into the right to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s 's Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”"SHORTFALL NUMBER"), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall convert into the right to 6 receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s 's Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of and Cash Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s 's Cash Election Shares being converted into the right to receive the Cash Consideration.
Appears in 1 contract
Samples: Merger Agreement (PNC Financial Services Group Inc)
Proration. (a) The As promptly as practicable but not later than the Effective Date, Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Cash Consideration and the Stock Consideration among Holders will be made as set forth Merger in this Section 2.2(a) (accordance with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, Forms as applicable, shall be rounded up or down).follows:
(i) If In the event that the aggregate number of shares of Company Common Stock in respect of which Cash Elections and Combination Cash Elections have been made (collectively, the “Cash Election Shares”) exceeds the Cash Election Number, all shares in respect of which Stock Elections and Combination Stock Elections have been made (the “Stock Election Number exceeds Shares”) and all Undesignated Shares in respect of which Stock Elections are deemed to have been made (it being understood that in such case all Undesignated Shares shall be deemed to be shares in respect of which Stock Elections have been made) shall be converted into the right to receive Stock Conversion NumberConsideration, then and all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration or Cash Consideration and, subject to Section 2.5(fin the following manner:
(A) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Cash Election Shares which represent in excess of 20% of the total number of shares of Company Common Stock held by any Company shareholder (“Excess Cash Election Shares”) shall be deemed converted to Stock Election Shares held by Shares, on a pro-rata basis for each record holder of shares of Company Common Stock with respect to those shares, if any, of such record holder equal to the product obtained by multiplying (x) that are Excess Cash Election Shares, so that the number of Excess Cash Election Shares so converted, when added to the existing Stock Election Shares held by such holder by (y) a fractionShares, the numerator of which is the Stock Conversion Number and the denominator of which is shall equal as closely as practicable the Stock Election Number, with the remaining number of and all such holder’s Stock Excess Cash Election Shares being so converted shall be converted into the right to receive the Cash ConsiderationStock Consideration (and cash in lieu of fractional shares); and
(B) any remaining Cash Election Shares shall be converted into the right to receive Cash Consideration.
(ii) If In the event that the aggregate number of Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number Shares exceeds the Stock Election Number Number, all Cash Election Shares and all Undesignated Shares in respect of which Cash Elections are deemed to have been made (it being referred understood that in such case all Undesignated Shares shall be deemed to herein as be shares in respect of which Cash Elections have been made) shall be converted into the “Shortfall Number”)right to receive Cash Consideration, then and all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the or Cash Election Shares shall be treated Consideration in the following manner:
(A) If the Shortfall Number is less than or equal Stock Election Shares shall be deemed converted into Cash Election Shares, on a pro-rata basis for each record holder of shares of Company Common Stock with respect to those shares, if any, of such record holder that are Stock Election Shares, so that the number of Non-Stock Election Shares so converted, when added to the existing Cash Election Shares, then shall equal as closely as practicable the Cash Election Number, and all such Stock Election Shares so converted shall be converted into the right to receive Cash Consideration; and
(B) the remaining Stock Election Shares shall be converted into the right to receive Stock Consideration (and cash in lieu of fractional shares).
(iii) In the Cash Consideration andevent that neither clause (i) nor clause (ii) of this Section 3.03(d) is applicable, subject to Section 2.5(f) hereofUndesignated Shares, each holder of Non-on a pro rata basis, shall be deemed Stock Election Shares shall receive the Stock Consideration in respect of such that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Stock Election Shares being converted into equals the right to receive the Stock Election Number and any remaining Undesignated Shares shall be deemed Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares and (A) all Cash Election Shares and all Undesignated Shares in respect of which Cash Elections are deemed to have been made shall be converted into the right to receive the Cash Consideration, and (B) all Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration and all Undesignated Shares in respect of that number of Cash Election Shares equal which Stock Elections are deemed to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being have been made shall be converted into the right to receive the Cash ConsiderationStock Consideration (and cash in lieu of fractional shares).
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Proration. (a) The Notwithstanding any other provision contained in this Agreement, (x) the total number of shares of Company Virginia Sub Common Stock, in the aggregate, to be exchanged for Share Consideration pursuant to Section 2.4 at the Exchange Effective Time (the “Share Conversion Number”) shall be equal to 70,000,000 and (y) all other shares of Company Virginia Sub Common Stock shall be converted into Cash Consideration (other than shares of Company Virginia Sub Common Stock to be cancelled as provided in Section 2.4(a)) .
(b) Within five business days after the Exchange Effective Time, Parent shall cause the Exchange Agent (as defined below) to effect the allocation among holders of Company Virginia Sub Common Stock of rights to receive the Cash Consideration and the Stock Share Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Company Virginia Sub Common Stock with respect to which Share Elections have been made (the “Share Election Number Number”) exceeds the Stock Share Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into exchanged for the right to receive the Cash Consideration andConsideration, subject to Section 2.5(f) hereof, and Share Election Shares of each holder of Stock Election Shares thereof will be entitled exchanged for the right to receive the Stock Share Consideration in respect of that number of Stock Share Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Share Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Share Conversion Number and the denominator of which is the Stock aggregate Share Election NumberNumber for all such holders (with the Exchange Agent to determine, consistent with Section 2.5(a), whether fractions of Share Election Shares shall be rounded up or down), with the remaining number of such holder’s Stock Share Election Shares being converted into exchanged for the right to receive the Cash Consideration; and
(ii) If the Stock Share Election Number is less than the Stock Share Conversion Number (the amount by which the Stock Share Conversion Number exceeds the Stock Share Election Number being referred to herein as the “Shortfall Number”), then all Stock Share Election Shares shall be converted into exchanged for the right to receive the Stock Share Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into exchanged for the right to receive the Cash Consideration andConsideration, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall be exchanged for the right to receive the Stock Share Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election SharesShares (with the Exchange Agent to determine, consistent with Section 2.5(a), whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares being converted into exchanged for the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted exchanged for the right to receive the Share Consideration, and Cash Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Share Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election SharesShares (with the Exchange Agent to determine, consistent with Section 2.5(a), whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holder’s Cash Election Shares being converted into exchanged for the right to receive the Cash Consideration. Notwithstanding anything to the contrary in this Agreement, the aggregate amount of Cash Consideration and Stock Consideration to be issued with respect to all Cash Election Shares, Share Election Shares and Non-Election Shares (including any fractional interests aggregated and sold pursuant to Section 3.3(i)) shall be equal to (x) 196,000,000 Parent Ordinary Shares, plus (y) cash in an amount equal to (i) $4,350,970,799 plus (ii) the product of (A) the Cash Amount and (B) the excess, if any, of the number of Company Virginia Sub Common Shares outstanding immediately prior to the Exchange Effective Time over 130,581,604; provided, that in no event shall the aggregate amount to be paid pursuant to clause (y) exceed $5,000,000,000.
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Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of shares of Company Common Stock to be entitled to receive the Cash Consideration pursuant to Section 1.5(a) shall be equal to the product (rounded down to the nearest whole share) of (i) 0.15 and (ii) the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding the shares of Company Common Stock to be cancelled as provided in Section 1.5(d)) (the “Cash Conversion Number”). All other shares of Company Common Stock (excluding the shares of Company Common Stock to be cancelled as provided in Section 1.5(d)) shall be converted into the right to receive the Stock Consideration.
(b) Promptly (and in any event no later than five (5) business days) after the Effective Time, Parent shall cause the Exchange Agent to effect the allocation among holders of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Company Common Stock with respect to which Cash Elections shall have been made (the “Cash Election Number Number”) exceeds the Stock Cash Conversion Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and Cash Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Stock Election Shares thereof will be entitled converted into the right to receive the Stock Cash Consideration in respect of that number of Stock Cash Election Shares held by such holder equal to the product obtained by multiplying (xA) the number of Stock Cash Election Shares held by such holder by (yB) a fraction, the numerator of which is the Stock Cash Conversion Number and the denominator of which is the Stock Cash Election NumberNumber (with the Exchange Agent to determine, consistent with Section 2.1(a), whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holder’s Stock Cash Election Shares being converted into the right to receive the Cash Stock Consideration; and
(ii) If the Stock Cash Election Number is less than the Stock Cash Conversion Number (the amount by which the Stock Cash Conversion Number exceeds the Stock Cash Election Number being referred to herein as the “Shortfall Number”), then all Stock Cash Election Shares shall be converted into the right to receive the Stock Cash Consideration and the Non-Election Shares and the Cash Stock Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Stock Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall be converted into the right to receive the Stock Cash Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election SharesShares (with the Exchange Agent to determine, consistent with Section 2.1(a), whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Stock Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and Stock Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Cash Election Shares thereof shall be converted into the right to receive the Stock Cash Consideration in respect of that number of Cash Stock Election Shares equal to the product obtained by multiplying (x) the number of Cash Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Stock Election SharesShares (with the Exchange Agent to determine, consistent with Section 2.1(a), whether fractions of Stock Election Shares shall be rounded up or down), with the remaining number of such holder’s Cash Stock Election Shares being converted into the right to receive the Cash Stock Consideration.
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Proration. (ai) The Notwithstanding any other provision contained in this Agreement, the total number of shares of IB Common Stock to be converted into Cash Consideration pursuant to Section 4.2 (the “Cash Conversion Number”) shall be equal to 42% of the shares of IB Common Stock outstanding at the Effective Time (other than shares of IB Common Stock to be cancelled as provided in Section 4.2 (c)). All other shares of IB Common Stock shall be converted into Stock Consideration (other than shares of IB Common Stock to be cancelled as provided in Section 4.2 (c)).
(ii) Within five Business Days after the Effective Time, SAB shall cause the Exchange Agent (as defined below) to effect the allocation among holders of IB Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be as follows: If the aggregate number of shares of IB Common Stock with respect to which Cash Elections shall have been made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of “Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).
(iNumber”) If the Stock Election Number exceeds the Stock Cash Conversion Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(f) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall each holder thereof will be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Cash Conversion Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number Cash Election Number (with the Exchange Agent to determine, consistent with Section 4.2(e)(i), whether fractions of Cash Election SharesShares shall be rounded up or down), with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Stock Consideration.; and
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Proration. (ai) The allocation Notwithstanding anything to the contrary contained in this Agreement but subject to Section 2(d)(v) and Section 2(h),
(A) the minimum number of rights shares of Company Common Stock to be converted into the right to retain Surviving Corporation Common Stock shall be equal to 380,952 shares (the "Minimum Stock Election Number"), and
(B) the maximum number of shares of Company Common Stock to be converted into the right to retain Surviving Corporation Common Stock shall be equal to 1,752,381 shares (the "Maximum Stock Election Number").
(ii) If the number of Stock Electing Shares exceeds in the aggregate the Maximum 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 Consideration and the Stock Consideration among Holders will be made as set forth Election Price in this Section 2.2(a) (accordance with the Exchange Agent to determine, consistent with terms of Section 2.3(c), whether fractions of Cash Election Shares, 2(d)(viii) in the following manner:
(A) A stock proration factor (the "Stock Proration Factor") shall be determined by dividing the Maximum Stock Election Shares or Non-Election Number by the total number of Stock Electing Shares, as applicable, shall be rounded up or down).
(iB) If The number of Stock Electing Shares covered by each Stock Election to be converted into the right to retain the Stock Election Number exceeds Price shall be determined by multiplying the Stock Conversion NumberProration Factor by the total number of Stock Electing Shares covered by such Stock Election.
(C) Each Stock Electing Share, then all Cash other than any shares converted into the right to receive the Stock Election Shares and all Non-Election Shares Price in accordance with Section 2(f)(ii)(B), shall be converted into the right to receive the Cash Consideration and, subject to Election Price as if such shares were not Stock Electing Shares in accordance with the terms of Section 2.5(f2(d)(viii)(B).
(iii) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) If the number of Stock Election Electing Shares held by such holder by (y) a fraction, is less in the numerator of which is aggregate than the Stock Conversion Number and the denominator of which is the Minimum Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; andthen:
(iiA) If the All Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Electing Shares shall be converted into the right to receive the Stock Consideration and the Election Price in accordance with Section 2(d)(viii)(A).
(B) Such number of shares with respect to which a Stock Election is not in effect ("Non-Election Shares and the Cash Election Shares Stock Electing Shares") shall be treated 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 2(d)(viii)(A) in the following manner:
(A1) If a cash proration factor (the Shortfall "Cash Proration Factor") shall be determined by dividing (x) the difference between the Minimum Stock Election Number is less than or equal to and the number of Non-Election Stock Electing Shares by (y) the total number of shares other than Stock Electing Shares and Dissenting Shares, then all Cash Election Shares shall ; and
(2) the number of shares (in addition to Stock Electing Shares) to be converted into the right to receive retain the Stock Election Price shall be determined by multiplying the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held Proration Factor by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of shares other than Stock Electing Shares and Dissenting Shares so that the aggregate number of Stock Electing Shares and Non-Election Shares, with the remaining number of such holder’s Non-Election Stock Electing Shares being converted into such right equals the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Minimum Stock Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash ConsiderationNumber.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cable Systems Holding LLC)
Proration. (a) The allocation Notwithstanding anything in this Agreement to the --------- contrary, the aggregate number of rights Shares to be converted into the right to receive Stock Merger Consideration at the Cash Consideration Effective Time shall not exceed one- third the number of issued and outstanding Shares and Options as of the date hereof (the "Maximum Stock Consideration among Holders will be made as set forth in Election Number"). Subject to this Section 2.2(a1.8, each Eligible Stockholder shall be entitled to elect to receive Stock Merger Consideration in respect of up to the Individual Maximum Number of Shares owned by it without proration. As used herein, the "Individual Maximum Number" for any Eligible Stockholder equals the product of (x) the number of Shares owned by such Eligible Stockholder multiplied by (y) a fraction the numerator of which is (i) the Maximum Stock Election Number and (ii) the denominator of which is the number of issued and outstanding Shares and Options as of the date hereof.
(b) If Eligible Stockholders elect in the aggregate to receive Stock Merger Consideration in respect of a number of Shares ("Electing Shares") in an --------------- amount that exceeds the Maximum Stock Election Number, then to the extent any Eligible Stockholder elected to receive Stock Merger Consideration in respect of a number of Shares in excess of its Individual Maximum Number, such Eligible Stockholders' Excess Electing Shares shall be converted into a right to receive Stock Merger Consideration or Cash Merger Consideration in accordance with the Exchange Agent to determine, consistent with terms of Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).1.2 in the following manner:
(i) If the number of Excess Electing Shares to be converted into the right to receive Stock Election Number exceeds Merger Consideration shall be equal to (x) if such Eligible Stockholder's number of Excess Electing Shares is less than or equal to such Eligible Stockholder's Pro Rata Portion of the Available Portion, such Eligible Stockholder's number of excess Electing Shares or (y) if such Eligible Stockholder's number of Excess Electing Shares is in excess of such Eligible Stockholder's Pro Rata Portion of the Available Portion, such Eligible Stockholders' Pro Rata Portion of the Available Portion plus additional Stock Conversion NumberMerger Consideration the number of shares of which will be determined by conducting repeated rounds of the same process outlined in this paragraph (i) in (x) and (y) above (with appropriate modifications in each such round to the definitions of Available Portion, then Pro Rata Portion of the Available Portion and Percentage Interest) until such time as the entire Requested Excess Amount has been allocated to Eligible Stockholders; and
(ii) all Cash Election Excess Electing Shares, other than those Shares and all Non-Election Shares converted into the right to receive Stock Merger Consideration in accordance with Section 1.8(b)(i), shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Merger Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, accordance with the remaining number terms of Section 1.2 as if such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election were not Electing Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.
Appears in 1 contract
Samples: Merger Agreement (Dynatech Corp)
Proration. The aggregate amount of cash to be paid to holders of --------- Class B Common Stock (athe "Cash Cap") The allocation of rights to receive shall not exceed the Cash Consideration and Amount.
i. In the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with event that the aggregate amount of cash represented by the Cash Elections received by the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of (the "Requested Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).
(iAmount") If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereofCap, each holder making a Cash Election shall receive, for each share of Class B Common Stock for which a Cash Election Shares will be entitled to receive the Stock Consideration has been made, (x) cash in respect of that number of Stock Election Shares held by such holder an amount equal to the product obtained by multiplying (x) of the number of Stock Election Shares held by such holder by (y) Class B Cash Consideration and a fraction, the numerator of which is the Stock Conversion Number Cash Cap and the denominator of which is the Stock Election NumberRequested Cash Amount (such product, with the remaining "Prorated Cash Amount"), (y) a number of such holder’s shares of Media Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) of the number of Non-Election Shares held by such holder by (y) Class B Common Percentage and a fraction, the numerator of which is equal to the Shortfall Number Share Price minus the Prorated Cash Amount and the denominator of which is the total Calculation Price and (z) a number of Non-Election Shares, with the remaining number shares of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Series D Preferred Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) of the number of Cash Election Shares held by such holder by (y) Class B Preferred Percentage and a fraction, the numerator of which is equal to the amount by which (1) Share Price minus the Shortfall Number exceeds (2) the total number of Non-Election Shares, Prorated Cash Amount and the denominator of which is equal to the total Liquidation Value.
ii. In the event the Requested Cash Amount is less than the Cash Cap, each holder making a Stock Election (other than as set forth in Section 3.5) shall receive for each share of Class B Common Stock for which a Stock Election has been made, (x) cash in an amount equal to the quotient of (1) the excess of the Cash Cap over the Requested Cash Amount divided by (2) the number of shares of Class B Common Stock for which such Stock Elections have been made or have been deemed to have been made (such quotient, the "Excess Cash Election SharesAmount"), with the remaining (y) a number of such holder’s shares of Media Stock equal to the product of the Class B Common Percentage and a fraction, the numerator of which is equal to the difference between the Share Price and the Excess Cash Election Shares being converted into Amount and the right denominator of which is equal to receive the Calculation Price and (z) a number of shares of Series D Preferred Stock equal to the product of the Class B Preferred Percentage and a fraction, the numerator of which is equal to the difference between the Share Price and the Excess Cash ConsiderationAmount and the denominator of which is equal to the Liquidation Value.
Appears in 1 contract
Proration. Notwithstanding any provision of this Agreement to the contrary:
(a) The allocation If the product of rights to receive the aggregate number of Cash Election Shares and the Cash Consideration and (such product being the Stock Consideration among Holders will be made as set forth in this Section 2.2(a"Elected Cash Consideration") (with exceeds the Exchange Agent to determineAvailable Cash Amount, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).then:
(i) If the all Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-No Election Shares shall will be converted into the right to receive the Stock Consideration; and
(ii) a portion of the Cash Election Shares of each holder of Nalco Common Stock (if any) will be converted into the right to receive the Cash Consideration andConsideration, subject to Section 2.5(f) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by with such holder portion being equal to the product obtained by multiplying (xA) the number of Stock such holder's Cash Election Shares held by such holder by (yB) a fraction, the numerator of which is will be the Stock Conversion Number Available Cash Amount and the denominator of which is will be the Stock Election NumberElected Cash Consideration, with the remaining number portion of such holder’s Stock 's Cash Election Shares being converted into the right to receive the Stock Consideration.
(b) If the Elected Cash Consideration is less than the Available Cash Amount (such difference being the "Shortfall Number"), then:
(i) all Cash Election Shares will be converted into the right to receive the Cash Consideration; and
(ii) If the all Stock Election Shares and No Election Shares will be treated in the following manner: (A) if the Shortfall Number is less than or equal to the Stock Conversion Number product of the aggregate number of No Election Shares and $38.80 (the amount by which the Stock Conversion Number exceeds the Stock "No Election Number being referred to herein as the “Shortfall Number”Value"), then (1) all Stock Election Shares shall will be converted into the right to receive the Stock Consideration and (2) the Non-No Election Shares and the Cash Election Shares shall be treated in the following manner:
of each holder of Nalco Common Stock (Aif any) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall will be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-No Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-No Election Shares held by of such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-No Election SharesValue, with the remaining number portion of such holder’s Non-'s No Election Shares (if any) being converted into the right to receive the Stock Consideration or (B) if the Shortfall Number exceeds the No Election Value, then (1) all No Election Shares will be converted into the right to receive the Cash Consideration and (2) a portion of the Stock Election Shares of each holder of Nalco Common Stock (if any) will be converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares with such portion being equal to the product obtained by multiplying (x) the number of Cash Stock Election Shares held by of such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-No Election SharesValue, and the denominator of which is the total product obtained by multiplying the aggregate number of Cash Stock Election SharesShares by $38.80, with the remaining number portion of such holder’s Cash 's Stock Election Shares being converted into the right to receive the Stock Consideration.
(c) If the Elected Cash Consideration equals the Available Cash Amount, then:
(i) all Cash Election Shares will be converted into the right to receive the Cash Consideration; and
(ii) all Stock Election Shares and No Election Shares will be converted into the right to receive the Stock Consideration.
Appears in 1 contract
Samples: Merger Agreement (Ecolab Inc)
Proration. (a) The allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth Notwithstanding anything in this Section 2.2(aAgreement to the contrary, the aggregate number of shares of Company Common Stock to be retained as Retained Shares at the Effective Time (the "Retention Election Number") (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down)1,854,500.
(ib) If the Stock Election Number number of Electing Shares exceeds the Stock Conversion Retention Election Number, then all Cash Election Shares and all Non-Election Shares each Electing Share shall remain outstanding as a Retained Share or be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration cash in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, accordance with the remaining number terms of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(iiSection 2.1(c) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(Ai) If a proration factor (the Shortfall "Non-Cash Proration Factor") shall be determined by dividing the Retention Election Number is less than or equal by the total number of Electing Shares;
(ii) subject to Section 2.4(e), the number of Electing Shares covered by each Retention Election to be retained as Retained Shares shall be determined by multiplying the Non-Election Cash Proration Factor by the total number of Electing Shares covered by such Retention Election; and
(iii) all Electing Shares, then all Cash Election other than those shares to remain outstanding as Retained Shares in accordance with Section 2.3(b)(ii), shall be converted into cash as if such shares were not Electing Shares in accordance with the right to receive terms of Section 2.1(c)(ii).
(c) If the Cash Consideration andnumber of Electing Shares is less than the Retention Election Number, subject to Section 2.5(fthen:
(i) hereof, each holder of Non-Election all Electing Shares shall receive remain outstanding as Retained Shares in accordance with the terms of Section 2.1(c)(i);
(ii) additional shares of Company Common Stock Consideration other than Electing Shares shall remain outstanding as Retained Shares in respect accordance with the terms of that number of Non-Election Shares held Section 2.1(c)(i) in the following manner:
(1) a proration factor (the "Cash Proration Factor") shall be determined by such holder equal to the product obtained by multiplying dividing (x) the difference between the Retention Election Number and the number of Non-Election Electing Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election outstanding shares of Company Common Stock other than Electing Shares, and ; and
(2) the denominator number of which is shares of Company Common Stock in addition to Electing Shares to be retained as Retained Shares shall be determined by multiplying the Cash Proration Factor by the total number of Cash Election shares of Company Common Stock other than Electing Shares; and
(iii) subject to Section 2.1(d), shares of Company Common Stock subject to clause (ii) of this Section 2.3(c) shall remain outstanding as Retained Shares in accordance with Section 2.1(c)(i) (on a consistent basis among stockholders who held shares of Company Common Stock as to which they did not make the remaining election referred to in Section 2.1(c)(i), pro rata to the number of shares as to which they did not make such holder’s Cash Election Shares being converted into the right to receive the Cash Considerationelection).
Appears in 1 contract
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of shares of KBC Stock to be entitled to receive the Per Share Cash Amount pursuant to Section 1.05(b) shall be equal to the quotient of (i) the Total Cash Amount, as adjusted, divided by (ii) the Per Share Cash Amount (such quotient, the “Max Cash Shares Number”). All other shares of KBC Stock (excluding the Cancelled Shares) shall be converted into the right to receive the Per Share Stock Amount.
(b) Promptly (and in any event no later than ten (10) Business Days) after the Effective Time, EQBK shall cause exchange agent appointed by EQBK (the “Exchange Agent”) to effect the allocation among holders of KBC Stock of rights to receive the Per Share Cash Consideration Amount and the Per Share Stock Consideration among Holders will be made Amount as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of KBC Stock with respect to which Cash Elections shall have been made (which, for this purpose, shall be deemed to include the Dissenting Shares determined as of the Effective Time) (the “Cash Election Number Number”) exceeds the Stock Conversion Max Cash Shares Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Per Share Stock Amount, and Cash Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Stock Election Shares thereof will be entitled converted into the right to receive the Stock Consideration Per Share Cash Amount in respect of that number of Stock Cash Election Shares held by such holder equal to the product obtained by multiplying (xA) the number of Stock Cash Election Shares held by such holder by (yB) a fraction, the numerator of which is the Stock Conversion Max Cash Shares Number and the denominator of which is the Stock Cash Election NumberNumber (with the Exchange Agent to determine, consistent with Section 1.07(a), whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holder’s Stock Cash Election Shares being converted into the right to receive the Cash ConsiderationPer Share Stock Amount; and
(ii) If the Stock Cash Election Number is less than the Stock Conversion Max Cash Shares Number (the amount by which the Stock Conversion Max Cash Shares Number exceeds the Stock Cash Election Number being referred to herein as the “Cash Shortfall Number”), then all Stock Cash Election Shares shall be converted into the right to receive the Stock Consideration Per Share Cash Amount and the Non-Election Shares and the Cash Stock Election Shares shall be treated in the following manner:
(A) A. If the Cash Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Stock Election Shares shall be converted into the right to receive the Cash Consideration andPer Share Stock Amount, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall be converted into the right to receive the Stock Consideration Per Share Cash Amount in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Cash Shortfall Number and the denominator of which is the total number of Non-Election SharesShares (with the Exchange Agent to determine, consistent with Section 1.07(a), whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash ConsiderationPer Share Stock Amount; or
(B) B. If the Cash Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Per Share Cash Amount, and Stock Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Cash Election Shares thereof shall be converted into the right to receive the Stock Consideration Per Share Cash Amount in respect of that number of Cash Stock Election Shares equal to the product obtained by multiplying (x) the number of Cash Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Cash Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Stock Election SharesShares (with the Exchange Agent to determine, consistent with Section 1.07(a), whether fractions of Stock Election Shares shall be rounded up or down), with the remaining number of such holder’s Cash Stock Election Shares being converted into the right to receive the Cash ConsiderationPer Share Stock Amount.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Equity Bancshares Inc)
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of shares of IB Common Stock to be converted into Cash Consideration pursuant to Section 2.4 (the “Cash Conversion Number”) shall be equal to 42% of the shares of IB Common Stock outstanding at the Effective Time (other than shares of IB Common Stock to be cancelled as provided in Section 2.4(c)). All other shares of IB Common Stock shall be converted into Stock Consideration (other than shares of IB Common Stock to be cancelled as provided in Section 2.4(c)).
(b) Within five Business Days after the Effective Time, SAB shall cause the Exchange Agent (as defined below) to effect the allocation among holders of IB Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of IB Common Stock with respect to which Cash Elections shall have been made (the “Cash Election Number Number”) exceeds the Stock Cash Conversion Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and Cash Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Stock Election Shares thereof will be entitled converted into the right to receive the Stock Cash Consideration in respect of that number of Stock Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Cash Conversion Number and the denominator of which is the Stock Cash Election NumberNumber (with the Exchange Agent to determine, consistent with Section 2.5(a), whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holder’s Stock Cash Election Shares being converted into the right to receive the Cash Stock Consideration; and
(ii) If the Stock Cash Election Number is less than the Stock Cash Conversion Number (the amount by which the Stock Cash Conversion Number exceeds the Stock Cash Election Number being referred to herein as the “Shortfall Number”), then all Stock Cash Election Shares shall be converted into the right to receive the Stock Cash Consideration and the Non-Election Shares and the Cash Stock Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Stock Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall convert into the right to receive the Stock Cash Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election SharesShares (with the Exchange Agent to determine, consistent with Section 2.5(a), whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Stock Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and Stock Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Cash Election Shares thereof shall convert into the right to receive the Stock Cash Consideration in respect of that number of Cash Stock Election Shares equal to the product obtained by multiplying (x) the number of Cash Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Stock Election SharesShares (with the Exchange Agent to determine, consistent with Section 2.5(a), whether fractions of Stock Election Shares shall be rounded up or down), with the remaining number of such holder’s Cash Stock Election Shares being converted into the right to receive the Cash Stock Consideration.
Appears in 1 contract
Proration. Notwithstanding any other provision contained in this Agreement, at the Offer Closing Time, the All-Stock Offer Consideration and the All-Cash Offer Consideration shall be subject to adjustment pursuant to this Section 3.5:
(a) The allocation of rights if the Cash Election Amount exceeds the Available Cash Election Amount, then (i) all Stock Electing Shares shall be converted to the right to receive the Cash Consideration and the All-Stock Consideration among Holders will be made as set forth in this Section 2.2(aOffer Consideration, (ii) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).
(i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Mixed Election Shares shall be converted into the right to receive the Cash Mixed Offer Consideration and, subject to Section 2.5(fand (iii) hereof, each holder of Stock Election Shares will the following consideration shall be entitled to receive the Stock Consideration paid in respect of that number each Cash Electing Share:
(1) an amount of Stock Election Shares held by such holder cash equal to the product obtained by multiplying quotient of (x) the number of Stock Available Cash Election Shares held by such holder Amount divided by (y) the number of Cash Electing Shares; and
(2) a fraction, number of JBT Offer Shares equal to the numerator quotient of which is (x) the difference of the Available Stock Conversion Number and the denominator of which is Election Amount less the Stock Election Number, with Amount divided by (y) the remaining number of such holder’s Stock Cash Electing Shares; and
(b) if the Available Cash Election Amount exceeds the Cash Election Amount, then (i) all Cash Electing Shares being shall be converted into the right to receive the All-Cash Offer Consideration; and
, (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Mixed Election Shares shall be converted into the right to receive the Stock Mixed Offer Consideration and (iii) the Non-Election Shares and the Cash Election Shares following consideration shall be treated paid in the following mannerrespect of each Stock Electing Share:
(A1) If the Shortfall Number is less than or an amount of cash equal to the number quotient of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number difference of Non-the Available Cash Election Shares held by such holder Amount less the Cash Election Amount divided by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Stock Electing Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration ; and, subject to Section 2.5(f
(2) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that a number of Cash Election JBT Offer Shares equal to the product obtained by multiplying quotient of (x) the number of Cash Available Stock Election Shares held by such holder Amount divided by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Stock Electing Shares, and the denominator . For purposes of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.this Agreement,
Appears in 1 contract
Samples: Transaction Agreement (John Bean Technologies CORP)
Proration. (a) The allocation Notwithstanding any other provision contained in this Agreement, the aggregate number of rights Public Common Units to be converted into the right to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this pursuant to Section 2.2(a3.1(a) (with the “Cash Conversion Number”) shall be equal to the quotient obtained by dividing (i) the Cash Component minus the product obtained by multiplying (A) the number of Mixed Election Units by (B) $7.63, by (ii) the Cash Consideration. The “Cash Component” shall be equal to the product obtained by multiplying (i) the number of Public Common Units issued and outstanding immediately prior to the Effective Time by (ii) $7.63. All other Public Common Units (other than Mixed Election Units, which shall be converted into the Mixed Consideration) shall be converted into the right to receive the Share Consideration, subject to Section 3.6(b)(ii).
(b) As promptly as practicable after the Effective Time, Parent shall cause the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions effect the allocation of Cash Election Shares, Stock Election Shares or Non-Election Shares, Merger Consideration among the holders of Public Common Units as applicable, shall be rounded up or down).follows:
(i) If if the Stock sum of the aggregate number of Cash Election Number Units (such sum, the “Total Cash Election Number”) exceeds the Stock Cash Conversion Number, then (A) all Cash Share Election Shares Units and all Non-Election Shares Units shall be converted into the right to receive the Share Consideration, (B) all Mixed Election Units shall be converted into the right to receive the Mixed Consideration and (C) Cash Election Units of each holder thereof shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Cash Election Shares held by such holder Units equal to the product obtained by multiplying (x) the number of Stock Cash Election Shares Units held by such holder by (y) a fraction, the numerator of which is the Stock Cash Conversion Number and the denominator of which is the Stock Total Cash Election NumberNumber (with the Exchange Agent to determine, consistent with Section 3.3, whether fractions of Cash Election Units shall be rounded up or down), with the remaining number of such holder’s Stock Cash Election Shares Units being converted into the right to receive the Share Consideration;
(ii) if the Total Cash Election Number equals the Cash Conversion Number, then (A) all Cash Election Units shall be converted into the right to receive the Cash Consideration, (B) all Mixed Election Units shall be converted into the right to receive the Mixed Consideration, and (C) all Share Election Units and all Non-Election Units shall be converted into the right to receive the Share Consideration; and
(iiiii) If if the Stock Total Cash Election Number is less than the Stock Cash Conversion Number (the amount by which the Stock Cash Conversion Number exceeds the Stock Total Cash Election Number being referred to herein as the “Shortfall Number”), then (A) all Stock Cash Election Shares Units shall be converted into the right to receive the Stock Cash Consideration, (B) all Mixed Election Units shall be converted into the right to receive the Mixed Consideration and (C) the Share Election Units and the Non-Election Shares and the Cash Election Shares Units shall be treated in the following manner:
(A1) If if the Shortfall Number is less than or equal to the aggregate number of all Non-Election SharesUnits (the “Aggregate Non-Election Number”), then all Cash Share Election Shares Units shall be converted into the right to receive the Share Consideration, and the Non-Election Units of each holder thereof shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder Units equal to the product obtained by multiplying (xA) the number of Non-Election Shares Units held by such holder by (yB) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number Aggregate Non-Election Number (with the Exchange Agent to determine, consistent with Section 3.3, whether fractions of Non-Election SharesUnits shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares Units being converted into the right to receive the Share Consideration; or
(2) if the Shortfall Number exceeds the Aggregate Non-Election Number, then all Non-Election Units shall be converted into the right to receive the Cash Consideration; or
(B) If , and the Shortfall Number exceeds the number Share Election Units of Non-Election Shares, then all Non-Election Shares each holder thereof shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Share Election Shares Units equal to the product obtained by multiplying (xA) the number of Cash Share Election Shares Units held by such holder by (yB) a fraction, the numerator of which is the amount by which (1x) the Shortfall Number exceeds (2y) the total number of Aggregate Non-Election SharesNumber, and the denominator of which is the total number of Cash Share Election SharesUnits (with the Exchange Agent to determine, consistent with this Section 3.6, whether fractions of Share Election Units shall be rounded up or down), with the remaining number of such holder’s Cash Share Election Shares Units being converted into the right to receive the Cash Share Consideration.
Appears in 1 contract
Samples: Merger Agreement (Ugi Corp /Pa/)
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of shares of Company Common Stock (including Restricted Stock) to be entitled to receive the Cash Consideration pursuant to Section 2.1(c) shall be equal to the product (rounded up to the nearest whole share) of (i) 0.50 and (ii) the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including Restricted Stock but excluding the Cancelled Shares and Dissenting Shares) (the “Cash Conversion Number”). All other shares of Company Common Stock (including Restricted Stock, but excluding the Cancelled Shares and Dissenting Shares) shall be converted into the right to receive the Stock Consideration.
(b) Promptly (and in any event no later than two (2) Business Days) after the Effective Time, Parent shall effect the allocation among holders of Company Common Stock (including Restricted Stock) of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Company Common Stock (including Restricted Stock) with respect to which Cash Elections shall have been made (the “Cash Election Number Number”) exceeds the Stock Cash Conversion Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and Cash Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Stock Election Shares thereof will be entitled converted into the right to receive the Stock Cash Consideration in respect of that number of Stock Cash Election Shares held by such holder equal to the product obtained by multiplying (xA) the TABLE OF CONTENTS number of Stock Cash Election Shares held by such holder by (yB) a fraction, the numerator of which is the Stock Cash Conversion Number and the denominator of which is the Stock Cash Election Number, with the remaining number of such holder’s Stock Cash Election Shares being converted into the right to receive the Cash Stock Consideration; and
(ii) If the Stock Cash Election Number is less than the Stock Cash Conversion Number (the amount by which the Stock Cash Conversion Number exceeds the Stock Cash Election Number being referred to herein as the “Shortfall Number”), then all Stock Cash Election Shares shall be converted into the right to receive the Stock Cash Consideration and the Non-Election Shares and the Cash Stock Election Shares shall be treated in the following manner:
(A1) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Stock Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall be converted into the right to receive the Stock Cash Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Stock Consideration; or
(B2) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and Stock Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Cash Election Shares thereof shall be converted into the right to receive the Stock Cash Consideration in respect of that number of Cash Stock Election Shares equal to the product obtained by multiplying (x) the number of Cash Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Stock Election Shares, with the remaining number of such holder’s Cash Stock Election Shares being converted into the right to receive the Cash Stock Consideration.
(c) The parties hereto acknowledge and agree that the provisions of this Section 2.5 shall not apply in the event that, pursuant to Section 2.1(e), (A) Parent makes an Alternative Funding Election and (B) the Closing occurs during the Alternative Funding Election Period.
Appears in 1 contract
Proration. (a) The allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth Notwithstanding anything in this Section 2.2(aAgreement to the contrary, the aggregate number of Retained Shares (the "Actual Retained Share Number") (with the Exchange Agent shall ---------------------------- be equal to determine, consistent with Section 2.3(c), whether fractions of Cash Election 10,578,000 Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).
(ib) If the Stock Election Number aggregate number of Shares constituting Elected Retained Shares (the "Elected Retained Share Number") exceeds the Stock Conversion Actual Retained Share ----------------------------- Number, then all Cash Election the number of Shares and all which shall be Retained Shares pursuant to Section 2.2(c)(i) shall be reduced by such excess number of Shares (each such ----------------- Share included among such excess, a "Non-Election Elected Cash Share"). In such event, ---------------------- each holder of Elected Retained Shares shall be converted into the right to receive the allocated Non-Elected Cash Consideration and, subject Shares in lieu of Retained Shares such that (after giving effect to Section 2.5(f------- 2.5(e)) hereof, each such holder of Stock Election shall be deemed to hold Non-Elected Cash Shares will be entitled in an ------ amount equal to receive (i) the Stock Consideration in respect of that total number of Stock Election Elected Retained Shares held by such holder equal to holderless (ii) the product obtained by multiplying of (x) the number of Stock Election Shares held by such holder by (yA) a fraction, the numerator of which is the Stock Conversion Number ----Actual Retained Share Number, and the denominator of which is the Stock Election Elected Retained Share Number, with multiplied by (B) the remaining total number of Elected Retained Shares held by such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and.
(iic) If the Stock Election Actual Retained Share Number is less greater than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Elected Retained Share Number”), then all Stock Election the aggregate number of Shares which shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares cash pursuant to Section 2.2(c)(ii) shall be treated in the following manner:
(A) If the Shortfall Number is less than or ------------------ decreased by a number of Shares equal to the number excess of the Actual Retained Share Number over the Elected Retained Share Number (each Share included among such excess, a "Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereofElected Retained Share"). In such event, each holder of Elected -------------------------- Cash Shares shall be allocated a portion of the Non-Election Elected Retained Shares shall receive in lieu of Elected Cash Shares (after giving effect to Section 2.5(e)) equal to (i) -------------- the Stock Consideration in respect of that number of Non-Election Elected Cash Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder holder, multiplied by (yii) a fraction, the numerator of which is the Shortfall Number number of Non-Elected Retained Shares and the denominator of which is the total aggregate number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Elected Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Considerationall holders.
Appears in 1 contract
Proration. (a) The allocation aggregate amount of rights cash to receive be paid to holders of Class B Common Stock (the "Cash Cap") shall not exceed the Cash Consideration and Amount.
(b) In the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with event that the aggregate amount of cash represented by the Cash Elections received by the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of (the "Requested Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).
(iAmount") If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereofCap, each holder making a Cash Election shall receive, for each share of Class B Common Stock for which a Cash Election Shares will be entitled to receive the Stock Consideration has been made, (x) cash in respect of that number of Stock Election Shares held by such holder an amount equal to the product obtained by multiplying (x) of the number of Stock Election Shares held by such holder by (y) Class B Cash Consideration and a fraction, the numerator of which is the Stock Conversion Number Cash Cap and the denominator of which is the Stock Election NumberRequested Cash Amount (such product, with the remaining "Prorated Cash Amount"), (y) a number of such holder’s shares of Media Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) of the number of Non-Election Shares held by such holder by (y) Class B Common Percentage and a fraction, the numerator of which is equal to the Shortfall Number Share Price minus the Prorated Cash Amount and the denominator of which is the total Calculation Price and (z) a number of Non-Election Shares, with the remaining number shares of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Series D Preferred Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) of the number of Cash Election Shares held by such holder by (y) Class B Preferred Percentage and a fraction, the numerator of which is equal to the amount by which (1) Share Price minus the Shortfall Number exceeds (2) the total number of Non-Election Shares, Prorated Cash Amount and the denominator of which is equal to the total Liquidation Value.
(c) In the event the Requested Cash Amount is less than the Cash Cap, each holder making a Stock Election (other than as set forth in Section 3.5) shall receive for each share of Class B Common Stock for which a Stock Election has been made, (x) cash in an amount equal to the quotient of (1) the excess of the Cash Cap over the Requested Cash Amount divided by (2) the number of shares of Class B Common Stock for which such Stock Elections have been made or have been deemed to have been made (such quotient, the "Excess Cash Election SharesAmount"), with the remaining (y) a number of such holder’s shares of Media Stock equal to the product of the Class B Common Percentage and a fraction, the numerator of which is equal to the difference between the Share Price and the Excess Cash Election Shares being converted into Amount and the right denominator of which is equal to receive the Calculation Price and (z) a number of shares of Series D Preferred Stock equal to the product of the Class B Preferred Percentage and a fraction, the numerator of which is equal to the difference between the Share Price and the Excess Cash ConsiderationAmount and the denominator of which is equal to the Liquidation Value.
Appears in 1 contract
Samples: Merger Agreement (Us West Inc)
Proration. Notwithstanding any provision of this Agreement to the contrary:
(a) The allocation If the product of rights to receive the aggregate number of Cash Election Shares and the Cash Consideration and (such product being the Stock Consideration among Holders will be made as set forth in this Section 2.2(a“Elected Cash Consideration”) (with exceeds the Exchange Agent to determineAvailable Cash Amount, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).then:
(i) If the all Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-No Election Shares shall will be converted into the right to receive the Stock Consideration; and
(ii) a portion of the Cash Election Shares of each holder of Nalco Common Stock (if any) will be converted into the right to receive the Cash Consideration andConsideration, subject to Section 2.5(f) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by with such holder portion being equal to the product obtained by multiplying (xA) the number of Stock such holder’s Cash Election Shares held by such holder by (yB) a fraction, the numerator of which is will be the Stock Conversion Number Available Cash Amount and the denominator of which is will be the Stock Election NumberElected Cash Consideration, with the remaining number portion of such holder’s Stock Cash Election Shares being converted into the right to receive the Stock Consideration.
(b) If the Elected Cash Consideration is less than the Available Cash Amount (such difference being the “Shortfall Number”), then:
(i) all Cash Election Shares will be converted into the right to receive the Cash Consideration; and
(ii) If the all Stock Election Shares and No Election Shares will be treated in the following manner: (A) if the Shortfall Number is less than or equal to the Stock Conversion Number product of the aggregate number of No Election Shares and $38.80 (the amount by which the Stock Conversion Number exceeds the Stock “No Election Number being referred to herein as the “Shortfall NumberValue”), then (1) all Stock Election Shares shall will be converted into the right to receive the Stock Consideration and (2) the Non-No Election Shares and the Cash Election Shares shall be treated in the following manner:
of each holder of Nalco Common Stock (Aif any) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall will be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-No Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-No Election Shares held by of such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-No Election SharesValue, with the remaining number portion of such holder’s Non-No Election Shares (if any) being converted into the right to receive the Stock Consideration or (B) if the Shortfall Number exceeds the No Election Value, then (1) all No Election Shares will be converted into the right to receive the Cash Consideration and (2) a portion of the Stock Election Shares of each holder of Nalco Common Stock (if any) will be converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares with such portion being equal to the product obtained by multiplying (x) the number of Cash Stock Election Shares held by of such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-No Election SharesValue, and the denominator of which is the total product obtained by multiplying the aggregate number of Cash Stock Election SharesShares by $38.80, with the remaining number portion of such holder’s Cash Stock Election Shares being converted into the right to receive the Stock Consideration.
(c) If the Elected Cash Consideration equals the Available Cash Amount, then:
(i) all Cash Election Shares will be converted into the right to receive the Cash Consideration; and
(ii) all Stock Election Shares and No Election Shares will be converted into the right to receive the Stock Consideration.
Appears in 1 contract
Samples: Merger Agreement (Nalco Holding CO)
Proration. (a) The Within five Business Days after the Election Deadline, the Exchange Agent shall calculate the allocation among holders of Hxxxxx United Common Stock of rights to receive TD Banknorth Common Stock or cash in the Cash Consideration and the Stock Consideration among Holders will be made as set forth Merger in this Section 2.2(a) (accordance with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, Forms as applicable, shall be rounded up or down).follows:
(i) If In the Stock Election Number exceeds event the Stock Conversion Number, then all aggregate number of Hxxxxx United Cash Election Shares and is greater than the quotient of (x) $941,790,000 (the “Aggregate Cash Consideration”) divided by (y) the Cash Election Price (such quotient, the “Cash Conversion Shares”), then:
(1) all Non-Hxxxxx United Stock Election Shares shall will be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of TD Banknorth Common Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, accordance with the remaining number terms of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; Section 3.1(a)(iii), and
(ii2) If the Stock each Hxxxxx United Cash Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall Share will be converted into the right to receive the TD Banknorth Common Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated cash in the following manner:
(A) If a proration factor (the Shortfall Number is less than or equal to “Cash Proration Factor”) shall be determined by dividing (x) the Aggregate Cash Consideration by (y) the product of the number of Non-Election Shares, then all Hxxxxx United Cash Election Shares and the Cash Election Price;
(B) the number of Hxxxxx United Cash Election Shares held by each holder of shares of Hxxxxx United Common Stock that will be converted into the right to receive cash pursuant to the terms of Section 3.1(a)(iv) shall be determined by multiplying the Cash Proration Factor by the number of Hxxxxx United Cash Election Shares held by such holder; and
(C) all Hxxxxx United Cash Election Shares other than those shares converted into the right to receive cash in accordance with the preceding subparagraph (B) shall be converted into the right to receive TD Banknorth Common Stock in accordance with the terms of Section 3.1(a)(iii).
(ii) In the event the aggregate number of Hxxxxx United Cash Election Shares is less than the Cash Consideration andConversion Shares, subject to Section 2.5(fthen:
(1) hereof, each holder of Non-all Hxxxxx United Cash Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall will be converted into the right to receive the Stock Consideration cash in accordance with Section 3.1(a)(iv), and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds
(2) the total number of Non-each Hxxxxx United Stock Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being Share will be converted into the right to receive TD Banknorth Common Stock and cash in the Cash Consideration.following manner:
(A) a proration factor (the “Stock Proration Factor”) shall be determined by dividing the Stock Conversion Shares by the aggregate number of Hxxxxx
Appears in 1 contract
Proration. (a) The allocation Notwithstanding anything in this Agreement to the contrary, the aggregate number of rights Shares (excluding for purposes of this Section 2.3 Management Rollover Shares) to be converted into the right to retain Shares at the Effective Time (the "Non-Cash Election Number") shall be equal to the sum of (i) the number of shares of Class A Common Stock, Class B Common Stock, Class C Common Stock, Class D Common Stock and Class E Common Stock of MergerCo which are outstanding as of immediately prior to the Effective Time and (ii) the number of Management Rollover Shares, multiplied by 0.06383, rounded up to the nearest whole number.
(b) If the number of Electing Shares exceeds the Non-Cash Election Number, then each Electing Share shall be converted into the right to retain Non-Cash Election Shares or receive the Cash Consideration and Election Price in the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).following manner:
(i) If a proration factor (the Stock "Non-Cash Proration Factor") shall be determined by dividing the Non-Cash Election Number exceeds by the Stock Conversion Number, then all total number of Electing Shares;
(ii) the number of Electing Shares covered by each Non-Cash Election to be converted into the right to retain Non-Cash Election Shares and all shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash Election rounded up to the nearest whole number; and
(iii) all Electing Shares, other than those shares converted into the right to retain Non-Cash Election Shares in accordance with Section 2.3(b)(ii), shall be converted into the right to receive the Cash Consideration andElection Price in accordance with Section 2.1(c)(iii) (on a consistent basis among shareholders who made a Non-Cash Election in Section 2.1(c)(i), subject pro rata to Section 2.5(f) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by as to which they made such holder by (yNon-Cash Election) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of as if such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; andwere not Electing Shares.
(iic) If the Stock Election Number number of Electing Shares is less than the Stock Conversion Number Non-Cash Election Number, then:
(the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then i) all Stock Election Electing Shares shall be converted into the right to receive retain Shares in accordance with the Stock Consideration terms of Section 2.1(c)(i);
(ii) additional Shares (other than Electing Shares, Dissenting Shares, Management Rollover Shares and any other Shares held by any of the Management Continuing Shareholders) shall be converted into the right to retain Non-Election Shares and the Cash Election Shares shall be treated in accordance with the terms of Section 2.1(c) in the following manner:
(A1) If a proration factor (the Shortfall "Cash Proration Factor") shall be determined by dividing (x) the difference between the Non-Cash Election Number is less than or equal to and the number of Electing Shares, by (y) the total number of Shares (other than Shares described in Section 2.1(b), Electing Shares, Dissenting Shares and Management Rollover Shares); and
(2) the number of Shares in addition to Electing Shares to be converted into the right to retain Non-Election Shares, then all Cash Election Shares shall be determined by multiplying the Cash Proration Factor by the total number of Shares (other than Shares described in Section 2.1(b), Electing Shares, Dissenting Shares and Management Rollover Shares); and
(iii) subject to Section 2.1(d), Shares subject to clause (ii) of this paragraph (c) shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of retain Non-Cash Election Shares shall receive the Stock Consideration in respect of that number of accordance with Section 2.1(c)(i) (on a consistent basis among shareholders who held Shares as to which they did not make a Non-Cash Election (other than shares described in Section 2.1(b), Dissenting Shares held by such holder equal and Management Rollover Shares), pro rata to the product obtained by multiplying (x) the number of Shares as to which they did not make a Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash ConsiderationElection).
Appears in 1 contract
Samples: Merger Agreement (Jostens Inc)
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of shares of Company Common Stock to be converted into Stock Consideration pursuant to Section 2.1(c) (the "Stock Conversion Number") shall be equal to the quotient obtained by dividing (x) the Aggregate Parent Share Amount by (y) the Exchange Ratio. All of the other shares of Company Common Stock shall be converted into Cash Consideration (in each case, excluding shares of Company Common Stock to be canceled as provided in Section 2.1(b) and Dissenting Shares).
(b) Within five business days after the later to occur of the Election Deadline or the Effective Time (as such terms are defined in Sections 2.3(d) and 1.3, respectively), Parent shall cause the Exchange Agent (as defined in Section 2.3) to effect the allocation among holders of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Company Common Stock with respect to which a Stock Election Number shall have been made (the "Stock Election Number") exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares of each holder thereof shall be converted into the right to receive the Cash Consideration andConsideration, subject to Section 2.5(f) hereof, each holder of and Stock Election Shares of each holder thereof (other than Stock Election Shares held by the Ford Parties, all of which shall be converted into Stock Consideration) will be entitled converted into the right to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder (other than the Ford Parties) by (y) a fraction, the numerator of which is the Stock Conversion Number less the number of Stock Election Shares held by the Ford Parties and the denominator of which is the Stock Election NumberNumber less the number of Stock Election Shares held by the Ford Parties, with the remaining number of such holder’s 's Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “"Shortfall Number”"), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of and Non-Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s 's Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of and Cash Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s 's Cash Election Shares being converted into the right to receive the Cash Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Golden State Bancorp Inc)
Proration. (a) The allocation If the sum of rights to receive (A) the Cash Consideration and product of the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions aggregate number of Cash Election SharesShares and the OUTD Cash Consideration (such product being the “OUTD Elected Cash Consideration”) and (B) the Aggregate OUTD Mixed Consideration Cash exceeds the Available Cash Amount, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).then:
(i) If the all Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall will be converted into the right to receive the Cash Consideration and, subject to Section 2.5(fOUTD Stock Consideration;
(ii) hereof, each holder of Stock all Mixed Election Shares and all No Election Shares will be entitled converted into the right to receive the OUTD Mixed Consideration; and
(iii) a portion of the Cash Election Shares of each holder of OUTD Common Stock Consideration in respect of that will be converted into the right to receive the OUTD Cash Consideration, with such portion being equal to the product obtained by multiplying (A) the number of such holder’s Cash Election Shares by (B) a fraction, the numerator of which will be (1) the Available Cash Amount less (2) the Aggregate OUTD Mixed Consideration Cash, and the denominator of which will be the OUTD Elected Cash Consideration, with the remaining portion of such holder’s Cash Election Shares being converted into the right to receive the OUTD Stock Consideration.
(b) If the sum of (A) the OUTD Elected Cash Consideration and (B) the Aggregate OUTD Mixed Consideration Cash is less than the Available Cash Amount (such difference being the “Shortfall Number”), then:
(i) all Cash Election Shares will be converted into the right to receive the OUTD Cash Consideration;
(ii) all Mixed Election Shares and all No Election Shares will be converted into the right to receive the OUTD Mixed Consideration; and
(iii) a portion of the Stock Election Shares held by of each holder of OUTD Common Stock (if any) will be converted into the right to receive the OUTD Cash Consideration, with such holder portion being equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total product obtained by multiplying the aggregate number of Non-Stock Election SharesShares by $8.00, with the remaining number portion of such holder’s Non-Stock Election Shares being converted into the right to receive the Cash OUTD Stock Consideration; or.
(Bc) If In the Shortfall Number exceeds the number event that (i) a holder of Non-Election Shares, then all Non-Election Shares shall be converted into the right OUTD Common Stock has made an election to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number cash for 55.74% of such holder’s Cash aggregate outstanding shares (rounded to the nearest whole share) and has made an election to receive stock for 44.26% of such holder’s aggregate shares (rounded to the nearest whole share), and (ii) indicates its intent on the Election Shares being converted into the right Form to receive the Cash Considerationequivalent of Mixed Consideration for all of such holder’s shares, such holder’s shares will not be subject to Sections 2.2(a)(iii) or 2.2(b)(iii).
Appears in 1 contract
Proration. (a) The allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth Notwithstanding anything in this Section 2.2(a) (with Agreement to the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).contrary:
(i1) If the total number of shares of Company Common Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall to be converted into the right to receive the Cash Stock Consideration and, subject pursuant to Section 2.5(f2.01(c)(1) hereof, each holder of Stock Election Shares will shall be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of shares of Company Common Stock Election outstanding immediately prior to the Effective Time by (y) 0.6642 (the “Stock Cap”), and all other shares of Company Common Stock shall be converted into the Cash Consideration.
(2) if the aggregate number of Electing Shares exceeds the Stock Cap, then (x) all Non-Electing Shares of each holder thereof shall be converted into the right to receive the Cash Consideration and (y) the Electing Shares of each holder thereof will be converted into the right to receive the Stock Consideration in respect of that number of Electing Shares equal to the product obtained by multiplying (A) the number of Electing Shares held by such holder by (yB) a fraction, the numerator of which is the Stock Conversion Number Cap and the denominator of which is the Stock Election Numberaggregate number of Electing Shares, with the remaining number of such holder’s Stock Election Electing Shares being converted into the right to receive the Cash Consideration; and
(ii3) If if the Stock Election Number aggregate number of Electing Shares is less than the Stock Conversion Number Cap (the amount by which the Stock Conversion Number exceeds aggregate number of Electing Shares is less than the Stock Election Number Cap being referred to herein as the “Shortfall Number”), then (x) all Stock Election Electing Shares shall be converted into the right to receive the Stock Consideration and (y) the Non-Election Electing Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall each holder thereof will be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Electing Shares held by such holder equal to the product obtained by multiplying (xA) the number of Non-Election Electing Shares held by such holder by (yB) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total aggregate number of Non-Election Electing Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Electing Shares being converted into the right to receive the Cash Consideration.
Appears in 1 contract
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of shares of Company Common Stock (including Restricted Stock) to be entitled to receive the Cash Consideration pursuant to Section 2.1(c) shall be equal to the product (rounded up to the nearest whole share) of (i) 0.50 and (ii) the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including Restricted Stock but excluding the Cancelled Shares and Dissenting Shares) (the “Cash Conversion Number”). All other shares of Company Common Stock (including Restricted Stock, but excluding the Cancelled Shares and Dissenting Shares) shall be converted into the right to receive the Stock Consideration.
(b) Promptly (and in any event no later than two (2) Business Days) after the Effective Time, Parent shall effect the allocation among holders of Company Common Stock (including Restricted Stock) of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Company Common Stock (including Restricted Stock) with respect to which Cash Elections shall have been made (the “Cash Election Number Number”) exceeds the Stock Cash Conversion Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and Cash Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Stock Election Shares thereof will be entitled converted into the right to receive the Stock Cash Consideration in respect of that number of Stock Cash Election Shares held by such holder equal to the product obtained by multiplying (xA) the number of Stock Cash Election Shares held by such holder by (yB) a fraction, the numerator of which is the Stock Cash Conversion Number and the denominator of which is the Stock Cash Election Number, with the remaining number of such holder’s Stock Cash Election Shares being converted into the right to receive the Cash Stock Consideration; and
(ii) If the Stock Cash Election Number is less than the Stock Cash Conversion Number (the amount by which the Stock Cash Conversion Number exceeds the Stock Cash Election Number being referred to herein as the “Shortfall Number”), then all Stock Cash Election Shares shall be converted into the right to receive the Stock Cash Consideration and the Non-Election Shares and the Cash Stock Election Shares shall be treated in the following manner:
(A1) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Stock Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall be converted into the right to receive the Stock Cash Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Stock Consideration; or
(B2) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and Stock Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Cash Election Shares thereof shall be converted into the right to receive the Stock Cash Consideration in respect of that number of Cash Stock Election Shares equal to the product obtained by multiplying (x) the number of Cash Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Stock Election Shares, with the remaining number of such holder’s Cash Stock Election Shares being converted into the right to receive the Cash Stock Consideration.
(c) The parties hereto acknowledge and agree that the provisions of this Section 2.5 shall not apply in the event that, pursuant to Section 2.1(e), (A) Parent makes an Alternative Funding Election and (B) the Closing occurs during the Alternative Funding Election Period.
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Proration. (a) The NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, THE NUMBER OF SHARES OF DIABLO COMMON STOCK THAT WILL BE CONVERTED INTO CASH CONSIDERATION PURSUANT TO SECTION 2.2 SHALL BE EQUAL TO THE QUOTIENT OBTAINED BY DIVIDING (X) THE TOTAL CASH CONSIDERATION, BY (Y) THE PER SHARE CONSIDERATION (WHICH, FOR THIS PURPOSE, SHALL BE DEEMED TO INCLUDE THE DISSENTING COMMON STOCK DETERMINED AS OF THE EFFECTIVE TIME) (THE “Cash Conversion Number”). All other shares of Diablo Common Stock shall be converted into Stock Consideration.
(b) Within five (5) Business Days after the Effective Time, Heritage shall cause the Exchange Agent (as defined below) to effect the allocation among holders of Diablo Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If IF THE AGGREGATE NUMBER OF SHARES OF Diablo Common Stock with respect to which Cash Elections shall have been made (which, for this purpose, shall be deemed to include the Dissenting Common Stock determined as of the Effective Time) (the “Cash Election Number Number”) exceeds the Stock Cash Conversion Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(f) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall each holder thereof will be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Cash Conversion Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number Cash Election Number (with the Exchange Agent to determine, consistent with Section 2.3(a), whether fractions of Cash Election SharesShares shall be rounded up or down), with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Stock Consideration; and
(ii) If the Cash ConsiderationElection Number is less than the Cash Conversion Number (the amount by which the Cash Conversion Number exceeds the Cash Election Number being referred to herein as the “Shortfall Number”), then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and the Non-Election Shares and Stock Election Shares shall be treated in the following manner:
(A) IF THE SHORTFALL NUMBER IS LESS THAN OR EQUAL TO THE NUMBER OF NON-ELECTION SHARES, THEN ALL STOCK ELECTION SHARES SHALL BE CONVERTED INTO THE RIGHT TO RECEIVE THE STOCK CONSIDERATION, AND THE NON-ELECTION SHARES OF EACH HOLDER THEREOF SHALL CONVERT INTO THE RIGHT TO RECEIVE THE CASH CONSIDERATION IN RESPECT OF THAT NUMBER OF NON-ELECTION SHARES EQUAL TO THE PRODUCT OBTAINED BY MULTIPLYING (X) THE NUMBER OF NON-ELECTION SHARES HELD BY SUCH HOLDER BY (Y) A FRACTION, THE NUMERATOR OF WHICH IS THE SHORTFALL NUMBER AND THE DENOMINATOR OF WHICH IS THE TOTAL NUMBER OF NON-ELECTION SHARES (WITH THE EXCHANGE AGENT TO DETERMINE, CONSISTENT WITH SECTION 2.3(A), WHETHER FRACTIONS OF NON-ELECTION SHARES SHALL BE ROUNDED UP OR DOWN), WITH THE REMAINING NUMBER OF SUCH HOLDER’S NON-ELECTION SHARES BEING CONVERTED INTO THE RIGHT TO RECEIVE THE STOCK CONSIDERATION; OR
(B) IF THE SHORTFALL NUMBER EXCEEDS THE NUMBER OF NON-ELECTION SHARES, THEN ALL NON-ELECTION SHARES SHALL BE CONVERTED INTO THE RIGHT TO RECEIVE THE CASH CONSIDERATION, AND STOCK ELECTION SHARES OF EACH HOLDER THEREOF SHALL CONVERT INTO THE RIGHT TO RECEIVE THE CASH CONSIDERATION IN RESPECT OF THAT NUMBER OF STOCK ELECTION SHARES EQUAL TO THE PRODUCT OBTAINED BY MULTIPLYING (X) THE NUMBER OF STOCK ELECTION SHARES HELD BY SUCH HOLDER BY (Y) A FRACTION, THE NUMERATOR OF WHICH IS THE AMOUNT BY WHICH (1) THE SHORTFALL NUMBER EXCEEDS (2) THE TOTAL NUMBER OF NON-ELECTION SHARES, AND THE DENOMINATOR OF WHICH IS THE TOTAL NUMBER OF STOCK ELECTION SHARES (WITH THE EXCHANGE AGENT TO DETERMINE, CONSISTENT WITH SECTION 2.3(A), WHETHER FRACTIONS OF STOCK ELECTION SHARES SHALL BE ROUNDED UP OR DOWN), WITH THE REMAINING NUMBER OF SUCH HOLDER’S STOCK ELECTION SHARES BEING CONVERTED INTO THE RIGHT TO RECEIVE THE STOCK CONSIDERATION.
Appears in 1 contract
Proration. (a) The allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth Notwithstanding anything in this Section 2.2(a) (with Agreement to the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).contrary:
(i1) If the total number of shares of Company Common Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall to be converted into the right to receive the Cash Stock Consideration and, subject pursuant to Section 2.5(f2.01(c)(1) hereof, each holder of Stock Election Shares will shall be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of shares of Company Common Stock Election outstanding immediately prior to the Effective Time by (y) 0.6642 (the "Stock Cap"), and all other shares of Company Common Stock shall be converted into the Cash Consideration.
(2) if the aggregate number of Electing Shares exceeds the Stock Cap, then (x) all Non-Electing Shares of each holder thereof shall be converted into the right to receive the Cash Consideration and (y) the Electing Shares of each holder thereof will be converted into the right to receive the Stock Consideration in respect of that number of Electing Shares equal to the product obtained by multiplying (A) the number of Electing Shares held by such holder by (yB) a fraction, the numerator of which is the Stock Conversion Number Cap and the denominator of which is the Stock Election Numberaggregate number of Electing Shares, with the remaining number of such holder’s Stock Election 's Electing Shares being converted into the right to receive the Cash Consideration; and
(ii3) If if the Stock Election Number aggregate number of Electing Shares is less than the Stock Conversion Number Cap (the amount by which the Stock Conversion Number exceeds aggregate number of Electing Shares is less than the Stock Election Number Cap being referred to herein as the “"Shortfall Number”"), then (x) all Stock Election Electing Shares shall be converted into the right to receive the Stock Consideration and (y) the Non-Election Electing Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall each holder thereof will be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Electing Shares held by such holder equal to the product obtained by multiplying (xA) the number of Non-Election Electing Shares held by such holder by (yB) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total aggregate number of Non-Election Electing Shares, with the remaining number of such holder’s 's Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Electing Shares being converted into the right to receive the Cash Consideration.
Appears in 1 contract
Proration. (a) The allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth Notwithstanding anything in this Section 2.2(aAgreement to the contrary, the aggregate number of Retained Shares (the "ACTUAL RETAINED SHARE NUMBER") (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down)equal to 727,273 Shares.
(ib) If the Stock Election Number aggregate number of Shares constituting Elected Retained Shares (the "ELECTED RETAINED SHARE NUMBER") exceeds the Stock Conversion Actual Retained Share Number, then all Cash Election the number of Shares and all Non-Election Shares which shall be converted into the right to receive the Cash Consideration and, subject Retained Shares pursuant to Section 2.5(f2.3(c)(i) hereofshall be reduced by such excess number of Shares (each such Share included among such excess, a "NON-ELECTED CASH SHARE"). In such event, each holder of Stock Election Elected Retained Shares will shall be entitled allocated Non-Elected Cash Shares in lieu of Retained Shares such that (after giving effect to receive Section 2.6(e)) each such holder shall be deemed to hold Non-Elected Cash Shares in an amount equal to (x) the Stock Consideration in respect of that total number of Stock Election Elected Retained Shares held by such holder equal to LESS (y) the product obtained by multiplying of (x) the number of Stock Election Shares held by such holder by (yA) a fraction, the numerator of which is the Stock Conversion Number Actual Retained Share Number, and the denominator of which is the Stock Election Elected Retained Share Number, with multiplied by (B) the remaining total number of Elected Retained Shares held by such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and.
(iic) If the Stock Election Actual Retained Share Number is less greater than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Elected Retained Share Number”), then all Stock Election the aggregate number of Shares which shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares cash pursuant to Section 2.3(c)(ii) shall be treated in the following manner:
(A) If the Shortfall Number is less than or decreased by a number of Shares equal to the number excess of Nonthe Actual Retained Share Number over the Elected Retained Share Number (each Share included among such excess, a "NON-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereofELECTED RETAINED SHARE"). In such event, each holder of Elected Cash Shares (other than the Investor) shall be allocated a portion of the Non-Election Elected Retained Shares shall receive in lieu of Elected Cash Shares (after giving effect to Section 2.6(e)) equal to (i) the Stock Consideration in respect of that number of Non-Election Elected Cash Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder holder, multiplied by (yii) a fraction, the numerator of which is the Shortfall Number number of Non-Elected Retained Shares and the denominator of which is the total aggregate number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Elected Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by all holders (y) a fraction, other than the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash ConsiderationInvestor).
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Proration. (a) The allocation Notwithstanding anything in this Agreement to the contrary, the maximum aggregate number of rights shares of Company Common Stock to be converted into the right to receive Parent Common Stock at the Cash Consideration and the Effective Time, either pursuant to Parent Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares Elections or Non-Election Shares, as applicableIrrevocable Option Elections, shall be rounded up or downequal to 8,333,333 (the “Maximum Election Number”).
(ib) If the Stock total number of Electing Shares and Net Electing Option Shares, in the aggregate, is equal to or less than the Maximum Election Number exceeds the Stock Conversion Number, then (i) all Cash Election Shares and all Non-Election Electing Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Parent Common Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, accordance with the remaining number terms of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
Section 2.02(a)(i) and (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Net Electing Option Shares shall be converted into the right to receive shares of Parent Common Stock through the exercise immediately prior to the Effective Time of the appropriate number of Company Stock Consideration Options subject to such holder’s Irrevocable Option Election pursuant to Section 2.02(a)(ii).
(c) If the total number of Electing Shares and Net Electing Option Shares, in the Non-aggregate, exceeds the Maximum Election Number, then the Electing Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Net Electing Option Shares shall be converted into the right to receive Parent Common Stock or to receive cash in accordance with the Cash Consideration andterms of Section 2.01(a) or Section 2.05(a), subject to Section 2.5(fas the case may be, in the following manner:
(i) hereof, each holder of Non-A proration factor (the “Proration Factor”) shall be determined by dividing the Maximum Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held Number by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Electing Shares and Net Electing Option Shares, with the remaining ;
(ii) The number of such Electing Shares covered by each holder’s Non-Parent Stock Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that such number of Cash Election Shares shares of Parent Common Stock as is equal to the product obtained by multiplying of (w) the Proration Factor times (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Electing Shares covered by such holder’s Parent Stock Election Shares(subject to the proviso in the following sentence). In addition, and in the denominator event that such holder also has made an Irrevocable Option Election, such holder shall have the right to receive an additional number of which shares of Parent Common Stock as is equal to the product of (y) the Proration Factor times (z) the total number of Cash Net Electing Option Shares covered by such holder’s Irrevocable Option Election; provided that in the event that the total number of shares of Parent Common Stock such holder would be entitled to receive pursuant to this Section 2.03(c)(ii) exceeds the number of Electing Shares covered by such holder’s Parent Stock Election (the amount of such excess, the “Excess Shares”), with then (A) all of such holder’s Electing Shares shall be converted into Parent Common Stock and (B) the remaining number of such holder’s Cash Net Electing Option Shares as is equal to the number of Excess Shares shall be converted into Parent Common Stock through the exercise of an appropriate number of Company Stock Options subject to such holder’s Irrevocable Option Election Shares being pursuant to Section 2.02(a).
(iii) All Electing Shares, other than those shares converted into the right to receive Parent Common Stock in accordance with Section 2.03(b)(ii), shall be converted into cash, as if such Shares were not Electing Shares, in accordance with the Cash Considerationterms of Section 2.01(a)(ii).
(iv) If a holder makes an Irrevocable Option Election but not a Parent Stock Election, then the number of such holder’s Net Electing Option Shares as is equal to the product of (x) the Proration Factor times (y) the total number of such holder’s Net Electing Option Shares shall be converted into Parent Common stock through the exercise of an appropriate number of Company Stock Options subject to such holder’s Irrevocable Option Election pursuant to Section 2.02(a).
(d) In the event that Parent (i) changes (or establishes a record date for changing) the number of shares of Parent Common Stock issued and outstanding prior to the Effective Time as a result of a stock split, stock dividend, stock combination, recapitalization, reclassification, reorganization or similar transaction with respect to the outstanding Parent Company Stock or (ii) pays or makes an extraordinary dividend or distribution in respect of Parent Common Stock (other than a distribution referred to in clause (i) of this sentence) and, in either case, the record date therefor is prior to the Effective Time, the number of shares of Parent Common Stock included in the Merger Consideration shall be proportionately adjusted.
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Samples: Merger Agreement (Harman International Industries Inc /De/)
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of shares of Company Common Stock to be converted into Stock Consideration pursuant to Section 2.1(c) (the "STOCK CONVERSION NUMBER") shall be equal to the product obtained by multiplying (x) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time by (y) 0.60. All of the other shares of Company Common Stock shall be converted into Cash Consideration (in each case, excluding shares of Company Common Stock to be canceled as provided in Section 2.1(a) and Dissenting Shares).
(b) Within five business days after the Effective Time (as defined in Section 1.3), Parent shall cause the Exchange Agent (as defined in Section 2.4) to effect the allocation among holders of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Company Common Stock Election Number with respect to which Stock Elections shall have been made (the "STOCK ELECTION NUMBER") exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares of each holder thereof shall be converted into the right to receive the Cash Consideration andConsideration, subject to Section 2.5(f) hereof, each holder of and Stock Election Shares of each holder thereof will be entitled converted into the right to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s 's Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”"SHORTFALL NUMBER"), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s 's Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of and Cash Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s 's Cash Election Shares being converted into the right to receive the Cash Consideration.
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Proration. (a) The Notwithstanding any other provision contained herein, the number of shares of Diablo Common Stock that will be converted into Cash Consideration pursuant to Section 7 shall be equal to the quotient obtained by dividing (x) the Total Cash Consideration, by (y) the Per Share Consideration (which, for this purpose, shall be deemed to include the Dissenting Common Stock determined as of the Effective Time) (the “Cash Conversion Number”). All other shares of Diablo Common Stock shall be converted into Stock Consideration.
(b) Within five (5) Business Days after the Effective Time, Heritage shall cause the Exchange Agent to effect the allocation among holders of Diablo Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Diablo Common Stock with respect to which Cash Elections shall have been made (which, for this purpose, shall be deemed to include the Dissenting Common Stock determined as of the Effective Time) (the “Cash Election Number Number”) exceeds the Stock Cash Conversion Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and Cash Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Stock Election Shares thereof will be entitled converted into the right to receive the Stock Cash Consideration in respect of that number of Stock Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Cash Conversion Number and the denominator of which is the Stock Cash Election NumberNumber (with the Exchange Agent to determine, consistent with Section 8(a), whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holder’s Stock Cash Election Shares being converted into the right to receive the Cash Stock Consideration; and
(ii) If the Stock Cash Election Number is less than the Stock Cash Conversion Number (the amount by which the Stock Cash Conversion Number exceeds the Stock Cash Election Number being referred to herein as the “Shortfall Number”), then all Stock Cash Election Shares shall be converted into the right to receive the Stock Cash Consideration and the Non-Election Shares and the Cash Stock Election Shares shall be treated in the following manner:
(Aa) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Stock Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall convert into the right to receive the Stock Cash Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election SharesShares (with the Exchange Agent to determine, consistent with Section 8(a), whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Stock Consideration; or
(Bb) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and Stock Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Cash Election Shares thereof shall convert into the right to receive the Stock Cash Consideration in respect of that number of Cash Stock Election Shares equal to the product obtained by multiplying (x) the number of Cash Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Stock Election SharesShares (with the Exchange Agent to determine, consistent with Section 8(a), whether fractions of Stock Election Shares shall be rounded up or down), with the remaining number of such holder’s Cash Stock Election Shares being converted into the right to receive the Cash Stock Consideration.
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Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of shares of Company Common Stock to be converted into Stock Consideration pursuant to Section 2.1(b) (the "STOCK CONVERSION NUMBER") shall be equal (subject to rounding in the discretion of Newco) to the product obtained by multiplying (x) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time by (y) .60, it being understood that all of the other shares of Company Common Stock shall be converted into Cash Consideration (in each case, excluding shares of Company Common Stock to be canceled as provided in Section 2.1(a) and Dissenting Shares); provided, however, that in the event counsel for Newco reasonably determines that the Merger may not satisfy the continuity of interest requirements applicable to reorganizations under Section 368(a) of the Code, Newco shall reduce the number of shares of Company Common Stock entitled to receive the Cash Consideration and correspondingly increase the number of shares of Company Common Stock entitled to receive the Stock Consideration by the minimum amount necessary to enable the Merger to satisfy such continuity of interest requirements.
(b) Within five business days after the Effective Time (as defined in Section 1.3), Newco shall cause the Exchange Agent (as defined in Section 2.4) to effect among holders of Company Common Stock the allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Company Common Stock Election Number with respect to which Stock Elections shall have been made (the "STOCK ELECTION NUMBER") exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares of each holder thereof shall be converted into the right to receive the Cash Consideration andConsideration, subject to Section 2.5(f) hereof, each holder of and Stock Election Shares of each holder thereof will be entitled converted into the right to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s 's Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”"SHORTFALL NUMBER"), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s 's Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of and Cash Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s 's Cash Election Shares being converted into the right to receive the Cash Consideration.
Appears in 1 contract
Samples: Merger Agreement (BSB Bancorp Inc)
Proration. (aThe determination of whether Cornerstone Common Shares shall be converted in the Merger into Colonial Common Shares in accordance with Section 1.6(a)(ii) The allocation of rights or Colonial Series E Preferred Depositary Shares in accordance with Section 1.6(a)(i), or the right to receive the Cash Consideration a combination of Colonial Series E Preferred Depositary Shares and the Stock Consideration among Holders will Colonial Common Shares shall be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down)1.8.
(ia) If the Stock Each Cornerstone Common Share for which a Common Election Number exceeds the Stock Conversion Number, then all Cash Election Shares is received and all each Non-Election Shares Electing Share (as defined herein) shall be converted into Colonial Common Shares in accordance with Section 1.6(a)(ii). For purposes of this Section 1.8, outstanding Cornerstone Common Shares as to which an election is not in effect at the Election Date and shares as to which an Election has been withdrawn after the 60-day period following the Election Date and prior to the Effective Time of the Merger shall be called “Non-Electing Shares.” If Colonial and Cornerstone shall determine for any reason that any Election was not properly made with respect to Cornerstone Common Shares, such Election shall be deemed ineffective and Cornerstone Common Shares covered by such Election shall, for purposes hereof, be deemed to be Non-Electing Shares.
(b) Except as provided in the two immediately following sentences, each Cornerstone Common Share for which a Preferred Election is received shall be converted into Colonial Series E Preferred Depositary Shares in accordance with Section 1.6(a)(i). If Preferred Elections are received for a number of Cornerstone Common Shares which is greater than the Maximum Preferred Depositary Share Amount (as defined herein), each Cornerstone Common Share for which a Preferred Election has been received shall be converted in the Merger into the right to receive the Cash Consideration and, subject to Section 2.5(f(i) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that a number of Stock Election Colonial Series E Preferred Depositary Shares held by such holder equal to the product obtained by multiplying of (w) the Preferred Depositary Share Conversion Rate and (x) a fraction (the number of Stock Election Shares held by such holder by (y“Preferred Fraction”) a fraction, the numerator of which is shall be the Stock Conversion Number Maximum Preferred Depositary Share Amount and the denominator of which is shall be the Stock Election Number, with the remaining aggregate number of such holder’s Stock Election Cornerstone Common Shares being converted into the right to receive the Cash Consideration; and
covered by all Preferred Elections, and (ii) If a number of Colonial Common Shares equal to the Stock product of (y) the Common Share Conversion Rate and (z) a fraction (the “Common Fraction”) equal to one minus the Preferred Fraction and (iii) if (and only if) a Top-Up Notice shall have been delivered pursuant to Section 7.1(j) of the Agreement, additional consideration in an amount and form equal to the Common Fraction times the amount of Colonial Common Shares and cash payable with respect to a Cornerstone Common Share for which a Common Election Number is received pursuant to clause (B) of Section 1.6(a)(ii). Notwithstanding anything to the contrary contained herein, if Preferred Elections are received for a number of Cornerstone Common Shares and from a number of holders of Cornerstone Common Shares which would cause the Colonial Series E Preferred Depositary Shares to be issued in the Merger to amount to less than the Stock Conversion Number 100,000 publicly-held Colonial Series E Preferred Depositary Shares, to have less than $2,000,000 of publicly-held aggregate market value or to have less than 100 holders (the amount by which the Stock Conversion Number exceeds the Stock Election Number being including beneficial holders) (such three conditions are referred to herein as the “Shortfall NumberNYSE Preferred Listing Conditions”), then all Stock each Cornerstone Common Share for which a Preferred Election Shares has been received shall be converted in the Merger into the right to receive the Stock Consideration and the Non-Election Colonial Common Shares and the Cash Election in accordance with Section 1.6(a)(ii) (and, as a result, no Colonial Series E Preferred Depositary Shares shall be treated issued in the Merger if any of the NYSE Preferred Listing Conditions are not satisfied). The determination as to whether each of the NYSE Preferred Listing Conditions has been satisfied shall be reasonably determined by Colonial based on written evidence from the Exchange Agent and shall be evidenced by a notice delivered by Colonial to Cornerstone as promptly as practicable (and in any event within one business day) following manner:
the Election Date; provided, however that a NYSE Preferred Listing Condition shall not be deemed to have been satisfied if the NYSE shall have determined that such NYSE Preferred Listing Condition has not been satisfied. As used herein, “Maximum Preferred Depositary Share Amount” shall mean 14,080,954 minus the Maximum Preferred Depositary Share Adjustment Amount. “Maximum Preferred Depositary Share Adjustment Amount” shall be an amount (Arounded to the nearest whole number) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product quotient obtained by multiplying dividing (xI) the number of Non-Election Shares held by such holder Closing Adjustment Amount by (yII) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration$10.50.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cornerstone Realty Income Trust Inc)
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of shares of Republic Common Stock to be converted into Cash Consideration pursuant to Section 1.4 (the "CASH CONVERSION NUMBER") shall be equal to the quotient obtained by dividing (x) the Cash Component by (y) the Per Share Amount. All other shares of Republic Common Stock shall be converted into Stock Consideration (other than shares of Republic Common Stock to be cancelled as provided in Section 1.4(b)).
(b) Within two Business Days after the Effective Time, Citizens shall cause the Exchange Agent (as defined below) to effect the allocation among holders of Republic Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Republic Common Stock Election Number with respect to which Cash Elections shall have been made (the "CASH ELECTION NUMBER") exceeds the Stock Cash Conversion Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and Cash Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Stock Election Shares thereof will be entitled converted into the right to receive the Stock Cash Consideration in respect of that number of Stock Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Cash Conversion Number and the denominator of which is the Stock Cash Election NumberNumber (with the Exchange Agent to determine, consistent with Section 1.5(a), whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holder’s Stock 's Cash Election Shares being converted into the right to receive the Cash Stock Consideration; and
(ii) If the Stock Cash Election Number is less than the Stock Cash Conversion Number (the amount by which the Stock Cash Conversion Number exceeds the Stock Cash Election Number being referred to herein as the “Shortfall Number”"SHORTFALL NUMBER"), then all Stock Cash Election Shares shall be converted into the right to receive the Stock Cash Consideration and the Non-Election Shares and the Cash Stock Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Stock Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall convert into the right to receive the Stock Cash Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election SharesShares (with the Exchange Agent to determine, consistent with Section 1.5(a), whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s 's Non-Election Shares being converted into the right to receive the Cash Stock Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Non- Election Shares, then all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and Stock Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Cash Election Shares thereof shall convert into the right to receive the Stock Cash Consideration in respect of that number of Cash Stock Election Shares equal to the product obtained by multiplying (x) the number of Cash Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.exceeds
Appears in 1 contract
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of shares of Hibernia Common Stock (including Hibernia Restricted Shares) to be converted into Cash Consideration pursuant to Section 1.4 (which, for this purpose, shall be deemed to include the Dissenting Shares determined as of the Effective Time) (the “Cash Conversion Number”) shall be equal to the quotient obtained by dividing (x) the Cash Component by (y) the Per Share Amount. All other shares of Hibernia Common Stock shall be converted into Stock Consideration (other than shares of Hibernia Common Stock to be canceled as provided in Section 1.4(b)).
(b) Within five business days after the Effective Time, Capital One shall cause the Exchange Agent (as defined below) to effect the allocation among holders of Hibernia Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Hibernia Common Stock with respect to which Cash Elections shall have been made (which, for this purpose, shall be deemed to include the Dissenting Shares determined as of the Effective Time) (the “Cash Election Number Number”) exceeds the Stock Cash Conversion Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and Cash Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Stock Election Shares thereof will be entitled converted into the right to receive the Stock Cash Consideration in respect of that number of Stock Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Cash Conversion Number and the denominator of which is the Stock Cash Election NumberNumber (with the Exchange Agent to determine, consistent with Section 1.5(a), whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holder’s Stock Cash Election Shares being converted into the right to receive the Cash Stock Consideration; and
(ii) If the Stock Cash Election Number is less than the Stock Cash Conversion Number (the amount by which the Stock Cash Conversion Number exceeds the Stock Cash Election Number being referred to herein as the “Shortfall Number”), then all Stock Cash Election Shares shall be converted into the right to receive the Stock Cash Consideration and the Non-Election Shares and the Cash Stock Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Stock Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall convert into the right to receive the Stock Cash Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election SharesShares (with the Exchange Agent to determine, consistent with Section 1.5(a), whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Stock Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and Stock Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Cash Election Shares thereof shall convert into the right to receive the Stock Cash Consideration in respect of that number of Cash Stock Election Shares equal to the product obtained by multiplying (x) the number of Cash Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Stock Election SharesShares (with the Exchange Agent to determine, consistent with Section 1.5(a), whether fractions of Stock-Election Shares shall be rounded up or down), with the remaining number of such holder’s Cash Stock Election Shares being converted into the right to receive the Cash Stock Consideration.
Appears in 1 contract
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of shares of Company Common Stock (including Company Restricted Shares) to be converted into Cash Consideration pursuant to Section 1.4 (which for this purpose shall be deemed to include the Dissenting Shares determined as of the Effective Time) (the “Cash Conversion Number”) shall be equal to the quotient obtained by dividing (x) the Cash Component by (y) the Per Share Amount. All other shares of Company Common Stock shall be converted into Stock Consideration (other than shares of Company Common Stock to be cancelled as provided in Section 1.4(b)).
(b) As promptly as practicable, and in any event within five (5) business days after the Effective Time, Parent shall cause the Exchange Agent (as defined herein) to effect the allocation among holders of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Company Common Stock with respect to which Cash Elections shall have been made (which, for this purpose, shall be deemed to include the Dissenting Shares determined as of the Effective Time) (the “Cash Election Number Number”) exceeds the Stock Cash Conversion Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and Cash Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Stock Election Shares thereof will be entitled converted into the right to receive the Stock Cash Consideration in respect of that number of Stock Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Cash Conversion Number and the denominator of which is the Stock Cash Election NumberNumber (with the Exchange Agent to determine, consistent with Section 1.5(a), whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holder’s Stock Cash Election Shares being converted into the right to receive the Cash Stock Consideration; and
(ii) If the Stock Cash Election Number is less than the Stock Cash Conversion Number (the amount by which the Stock Cash Conversion Number exceeds the Stock Cash Election Number being referred to herein as the “Shortfall Number”), then all Stock Cash Election Shares shall be converted into the right to receive the Stock Cash Consideration and the Non-Election Shares and the Cash Stock Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Stock Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall convert into the right to receive the Stock Cash Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election SharesShares (with the Exchange Agent to determine, consistent with Section 1.5(a), whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Stock Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and the Stock Consideration and, subject to Section 2.5(f) hereof, Election Shares of each holder of Cash Election Shares thereof shall convert into the right to receive the Stock Cash Consideration in respect of that number of Cash Stock Election Shares equal to the product obtained by multiplying (x) the number of Cash Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Stock Election SharesShares (with the Exchange Agent to determine, consistent with Section 1.5(a), whether fractions of Stock Election Shares shall be rounded up or down), with the remaining number of such holder’s Cash Stock Election Shares being converted into the right to receive the Cash Stock Consideration.
Appears in 1 contract
Proration. (a) The allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth Notwithstanding any other provision contained in this Section 2.2(aAgreement, the maximum number of shares of Company Common Stock (including Company Restricted Stock) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).
(i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall that may be converted into the right to receive the Cash Consideration and, subject (which does not include the cash portion of the Alternative Stock Consideration) pursuant to Section 2.5(fSection 3.2(b)(ii) hereof, each holder of Stock Election Shares will (the “Cash Conversion Number”) shall be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (xrounded down to the nearest whole share) of twenty-five percent (25%) times the number of shares of Company Common Stock Election Shares held by such holder by issued and outstanding immediately prior to the Effective Time. All other shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (yincluding Company Restricted Stock, but other than shares of Company Common Stock to be cancelled as provided in Section 3.1(a)(i)) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being shall be converted into the right to receive the Stock Consideration or the Alternative Stock Consideration (including the cash portion of the Alternative Stock Consideration).
(b) Within five (5) Business Days after the Effective Time, Parent shall instruct the Exchange Agent to effect the allocation among former holders of Company Common Stock (including Company Restricted Stock) of rights to receive the Cash Consideration; and, the Stock Consideration and the Alternative Stock Consideration as follows:
(iii) If the aggregate number of shares of Company Common Stock Election Number is less than the Stock Conversion Number (including Company Restricted Stock) with respect to which Cash Elections shall have been made (the amount by which the Stock Conversion Number “Cash Election Number”) exceeds the Stock Election Number being referred to herein as the “Shortfall Cash Conversion Number”), then all Stock Election Shares and all Non-Electing Shares shall be converted into the right to receive the Stock Consideration or Alternative Stock Consideration, as the case may be, and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall held by such holder thereof will be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (xA) the number of Cash Election Shares held by such holder by (yB) a fraction, the numerator of which is the amount by which (1) the Shortfall Cash Conversion Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number Cash Election Number (with the Exchange Agent to determine, consistent with Section 3.2(a), whether fractions of Cash Election SharesShares shall be rounded up or down), with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Stock Consideration or Alternative Stock Consideration, as the case may be; and
(ii) If the Cash Election Number is less than or equal to the Cash Conversion Number, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and the Non-Electing Shares and Stock Election Shares shall be converted into the right to receive the Stock Consideration or Alternative Stock Consideration, as the case may be.
Appears in 1 contract
Samples: Merger Agreement (American Realty Capital Trust IV, Inc.)
Proration. (a) The Notwithstanding any other provision contained in this Agreement, the aggregate number of Cash Election Shares (which, for the purposes of this Section 2.7 only, shall be deemed to include the Dissenting Shares determined as of the Effective Time) shall equal the aggregate number of Stock Election Shares at the Effective Time. To the extent that the aggregate number of Cash Election Shares and the aggregate number of Stock Election Shares are not equal at the Effective Time, holders of AFI Common Stock making the Cash Election or the Stock Election, as the case may be, shall receive consideration which shall consist of both Cash Consideration and Stock Consideration subject to proration pursuant to Section 2.7(b).
(b) Within five (5) business days after the Election Deadline, Bancorp shall use reasonable efforts to cause the Exchange Agent to effect the allocation among holders of AFI Common Stock of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with follows:
1. If the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions aggregate number of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).
(i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that aggregate number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”)Shares, then all Stock Election Shares shall be converted into the right to receive the Stock Consideration Consideration, and the Non-Election Shares and the all Cash Election Shares shall be treated in converted into the following manner:right to receive a combination of Cash Consideration and Stock Consideration, prorated such that the aggregate number of Cash Election Shares equals the aggregate number of Stock Election Shares after such proration is applied; or
(A) 2. If the Shortfall Number is less than or equal to the aggregate number of Non-Stock Election Shares exceeds the aggregate number of Cash Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration andConsideration, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the and all Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder a combination of Cash Election Shares shall receive Consideration and Stock Consideration, prorated such that the Stock Consideration in respect of that aggregate number of Cash Election Shares equal to equals the product obtained by multiplying (x) the aggregate number of Cash Stock Election Shares held by after such holder by proration is applied.
(yc) a fraction, This Section 2.7 shall not affect the numerator of which is Mixed Election Shares (including the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of Shares which is the total number of Cash are deemed to be Mixed Election Shares, with the remaining number of such holder’s Cash Election Shares being ) which shall be converted into the right to receive the Cash ConsiderationMixed Consideration and shall not be subject to any proration.
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Proration. (a) The Notwithstanding any other provision contained in this Agreement, the total number of shares of Brunswick Common Stock (including Brunswick Restricted Stock) to be entitled to receive the Cash Consideration pursuant to Section 3.1(c) shall be equal to the product (rounded down to the nearest whole share) of (i) 0.5 and (ii) the total number of shares of Brunswick Common Stock issued and outstanding immediately prior to the Effective Time (including for these purposes Brunswick Restricted Stock, but excluding the shares of Brunswick Common Stock to be cancelled as provided in Section 3.1(b)) (the “Cash Conversion Number”). All other shares of Brunswick Common Stock (including Brunswick Restricted Stock, but excluding the shares of Brunswick Common Stock to be cancelled as provided in Section 3.1(b)) shall be converted into the right to receive the Stock Consideration.
(b) Promptly (and in any event no later than five (5) business days) after the Effective Time, Mid Penn shall cause the Exchange Agent to effect the allocation among Holders (as defined below) of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).follows:
(i) If the aggregate number of shares of Brunswick Common Stock (including Brunswick Restricted Stock) with respect to which Cash Elections shall have been made (the “Cash Election Number Number”) exceeds the Stock Cash Conversion Number, then all Cash Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Stock Election Shares of each Holder will be entitled converted into the right to receive the Stock Cash Consideration in respect of that number of Stock Cash Election Shares held by such holder equal to the product obtained by multiplying (xA) the number of Stock Cash Election Shares held by such holder Holder by (yB) a fraction, the numerator of which is the Stock Cash Conversion Number and the denominator of which is the Stock Cash Election NumberNumber (with the Exchange Agent to determine whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holderHolder’s Stock Cash Election Shares being converted into the right to receive the Cash Stock Consideration; and
(ii) If the Stock Cash Election Number is less than the Stock Cash Conversion Number (the amount by which the Stock Cash Conversion Number exceeds the Stock Cash Election Number being referred to herein as the “Shortfall Number”), then all Stock Cash Election Shares shall be converted into the right to receive the Stock Cash Consideration and the Non-Election Shares and the Cash Stock Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Stock Election Shares shall be converted into the right to receive the Cash Consideration andStock Consideration, subject to Section 2.5(f) hereof, each holder of and the Non-Election Shares of each holder thereof shall be converted into the right to receive the Stock Cash Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder Holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election SharesShares (with the Exchange Agent to determine whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holderHolder’s Non-Election Shares being converted into the right to receive the Cash Stock Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares of each Holder thereof shall be converted into the right to receive the Stock Cash Consideration in respect of that number of Cash Stock Election Shares equal to the product obtained by multiplying (x) the number of Cash Stock Election Shares held by such holder Holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Stock Election SharesShares (with the Exchange Agent to determine whether fractions of Stock Election Shares shall be rounded up or down), with the remaining number of such holderHolder’s Cash Stock Election Shares being converted into the right to receive the Cash Stock Consideration.
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Proration. (a) The allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth Notwithstanding any other provision contained in this Section 2.2(a) (with Agreement, the Exchange Agent maximum number of shares of Company Common Stock to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).
(i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f(the “Maximum Cash Conversion Number”) hereof, each holder of Stock Election Shares will shall be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of shares of Company Common Stock Election issued and outstanding as of the Effective Time (including any Dissenters’ Shares held by such holder but excluding shares of Company Common Stock to be canceled as provided in Section 2.01(c)) by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and0.20.
(iib) If Within five (5) Business Days after the Effective Time, Buyer shall cause the Exchange Agent (as defined below) to effect the allocation among holders of Company Common Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right rights to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive and the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; oras follows:
(Bi) If the Shortfall Number exceeds sum of the number of Non-Cash Election SharesShares plus any Dissenters’ Shares is greater than the Maximum Cash Conversion Number, then then
(A) all Stock Election Shares and Non-Election Shares shall be converted into the right to receive the Stock Consideration Consideration; and, subject to Section 2.5(f
(B) hereof, each holder of the Cash Election Shares of each holder thereof shall be converted into the right to receive the Stock Consideration in respect of that number of Cash Election Shares (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number sum of the Cash Election Shares plus any Dissenters’ Shares exceeds (2) the total number of Non-Election Shares, Maximum Cash Conversion Number and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.
(ii) If the sum of the Cash Election Shares plus any Dissenters’ Shares is equal to or less than the Maximum Cash Conversion Number, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and all Stock Election Shares and Non-Election Shares shall be converted into the right to receive the Stock Consideration.
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Proration. (a) The allocation Notwithstanding any other provision contained in this Agreement, the aggregate number of rights Company Common Shares and the aggregate number of Warrant Notional Common Shares represented by all of the Company Warrants to be converted into the right to receive the Cash Consideration pursuant to Section 3.1(b) (the “Cash Conversion Number”) shall be equal to the quotient obtained by dividing (i) the Cash Component minus the product obtained by multiplying (x) the sum of the number of Mixed Election Shares and the Stock Consideration among Holders will aggregate number of Warrant Notional Common Shares represented by all of the Mixed Election Warrants by (y) $34.75, by (ii) the Cash Consideration. The “Cash Component” shall be made equal to the amount by which (i) the product obtained by multiplying (A) the sum of the number of Company Common Shares issued and outstanding immediately prior to the Effective Time (excluding all Treasury Shares) plus the number of Warrant Notional Common Shares represented by all of the Company Warrants that are outstanding and unexercised immediately prior to the Effective Time by (B) $34.75, exceeds (ii) the product obtained by multiplying (1) the number of Dissenting Shares by (2) the Cash Consideration. All other Company Common Shares and Company Warrants (other than Mixed Election Shares and Mixed Election Warrants, which shall be converted into the Mixed Consideration, and other than Dissenting Shares) shall be converted into the right to receive the Share Consideration, subject to Section 3.5(b)(iii).
(b) As promptly as set forth in this Section 2.2(a) (with practicable after the Effective Time, Parent shall cause the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions effect the allocation of Cash Election Shares, Stock Election Merger Consideration among the holders of Company Common Shares or Non-Election Shares, and Company Warrants as applicable, shall be rounded up or down).follows:
(i) If if the Stock sum of the aggregate number of Cash Election Number Shares and the aggregate number of Warrant Notional Common Shares represented by Cash Election Warrants (such sum, the “Total Cash Election Number”) exceeds the Stock Cash Conversion Number, then (A) all Cash Share Election Shares, all Share Election Warrants, all Non-Election Shares and all Non-Election Warrants shall be converted into the right to receive the Share Consideration, (B) all Mixed Election Shares and all Mixed Election Warrants shall be converted into the right to receive the Mixed Consideration, (C) Cash Election Shares of each holder thereof shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Cash Conversion Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number Total Cash Election Number (with the Exchange Agent to determine, consistent with Section 3.5, whether fractions of Cash Election SharesShares shall be rounded up or down), with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Share Consideration, and (D) each Cash Election Warrant shall be converted into the right to receive (x) the Cash Consideration in respect of the portion of Warrant Notional Common Shares represented by such Cash Election Warrant equal to the product obtained by multiplying (1) the number of Warrant Notional Common Shares represented by such Cash Election Warrant by (2) a fraction, the numerator of which is the Cash Conversion Number and the denominator of which is the Total Cash Election Number (with the Exchange Agent to determine, consistent with Section 3.5, whether fractions of Warrant Notional Common Shares shall be rounded up or down), and (y) the Share Consideration in respect of the remaining portion of Warrant Notional Common Shares represented by such Cash Election Warrant;
(ii) if the Total Cash Election Number equals the Cash Conversion Number, then (A) all Cash Election Shares and all Cash Election Warrants shall be converted into the right to receive the Cash Consideration, (B) all Mixed Election Shares and all Mixed Election Warrants shall be converted into the right to receive the Mixed Consideration, and (C) all Share Election Shares, all Share Election Warrants, all Non-Election Shares and all Non-Election Warrants shall be converted into the right to receive the Share Consideration; and
(iii) if the Total Cash Election Number is less than the Cash Conversion Number (the amount by which the Cash Conversion Number exceeds the Total Cash Election Number being referred to herein as the “Shortfall Number”), then (x) all Cash Election Shares and all Cash Election Warrants shall be converted into the right to receive the Cash Consideration, (y) all Mixed Election Shares and all Mixed Election Warrants shall be converted into the right to receive the Mixed Consideration, and (z) the Share Election Shares, the Share Election Warrants, the Non-Election Shares and the Non-Election Warrants shall be treated in the following manner:
(A) if the Shortfall Number is less than or equal to the sum of the aggregate number of all Non-Election Shares and the aggregate number of Warrant Notional Common Shares represented by all of the Non-Election Warrants (such sum, the “Aggregate Non-Election Number”), then all Share Election Shares and all Share Election Warrants shall be converted into the right to receive the Share Consideration, and (x) the Non-Election Shares of each holder thereof shall be converted into the right to receive the Cash Consideration in respect of that number of Non-Election Shares equal to the product obtained by multiplying (1) the number of Non-Election Shares held by such holder by (2) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the Aggregate Non-Election Number (with the Exchange Agent to determine, consistent with Section 3.3, whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Share Consideration, and (y) each Non-Election Warrant shall be converted into the right to receive (I) the Cash Consideration in respect of that portion of the Warrant Notional Common Shares represented by such Company Warrant equal to the product obtained by multiplying (1) the total number of Warrant Notional Common Shares represented by such Non-Election Warrant by (2) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the Aggregate Non-Election Number (with the Exchange Agent to determine, consistent with Section 3.3, whether fractions of Warrant Notional Common Shares shall be rounded up or down), and (II) the Share Consideration with respect to the remaining portion of Warrant Notional Common Shares represented by such Non-Election Warrant; or
(B) if the Shortfall Number exceeds the Aggregate Non-Election Number, then all Non-Election Shares and all Non-Election Warrants shall be converted into the right to receive the Cash Consideration, and (A) the Share Election Shares of each holder thereof shall be converted into the right to receive the Cash Consideration in respect of that number of Share Election Shares equal to the product obtained by multiplying (1) the number of Share Election Shares held by such holder by (2) a fraction, the numerator of which is the amount by which (x) the Shortfall Number exceeds (y) the Aggregate Non-Election Number, and the denominator of which is the sum of the total number of Share Election Shares and the aggregate number of Warrant Notional Common Shares represented by all of the Share Election Warrants (with the Exchange Agent to determine, consistent with this Section 3.5, whether fractions of Share Election Shares shall be rounded up or down), with the remaining number of such holder’s Share Election Shares being converted into the right to receive the Share Consideration, and (B) each Share Election Warrant shall be converted into the right to receive (I) the Cash Consideration in respect of that portion of the Warrant Notional Common Shares represented by such Company Warrant equal to the product obtained by multiplying (1) the total number of Warrant Notional Common Shares represented by such Share Election Warrant by (2) a fraction, the numerator of which is the amount by which (x) the Shortfall Number exceeds (y) the Aggregate Non-Election Number, and the denominator of which is the sum of the aggregate number of Share Election Shares and the total number of Warrant Notional Common Shares represented by the Share Election Warrants (with the Exchange Agent to determine, consistent with this Section 3.5, whether fractions of Warrant Notional Common Shares shall be rounded up or down), and (II) the Share Consideration with respect to the remaining portion of Warrant Notional Common Shares represented by such Share Election Warrant.
Appears in 1 contract
Proration. (a) The allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).
(i) If Notwithstanding anything to the contrary in this Agreement, other than Section 2.7(c), a minimum number of shares of Company Common Stock Election Number exceeds equal to the Minimum Stock Conversion Percentage (as defined below) of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (such number of shares, the “Aggregate Stock Number, then all Cash Election Shares and all Non-Election Shares ”) shall be converted into the right to receive the Cash Consideration andStock Consideration. The “Minimum Stock Percentage” shall be equal to 42%; provided, subject however, that if the tax opinion of Parent’s counsel referred to in Section 2.5(f7.2(g) hereof, each holder or the tax opinion of Stock Election Shares will the Company’s counsel referred to in Section 7.3(e) cannot be entitled rendered as a result of the Merger potentially failing to receive satisfy continuity of interest requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Stock Consideration in respect of that number of Stock Election Shares held Code (as reasonably determined by such holder equal counsel) taking into account the value of a share of Parent Common Stock on the last trading day immediately prior to the product obtained by multiplying Closing Date and on the Closing Date, then the Minimum Stock Percentage shall be increased to the minimum extent necessary to enable such tax opinion or opinions to be rendered (x) such reduction and increase to be finally calculated and made immediately preceding the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; andEffective Time).
(ii) If the aggregate number of Stock Electing Shares of Company Common Stock (the “Stock Election Number Number”) is less than or equal to the Minimum Stock Conversion Percentage of the Aggregate Stock Number (the amount by which the Stock Conversion Number exceeds such difference between the Stock Election Number being referred to herein as and the Minimum Stock Percentage of the Aggregate Stock Number, the “Shortfall Number”), then (x) all Stock Election Electing Shares shall be converted into the right to receive the Stock Consideration and (y) the Cash Electing Shares and Non-Election Shares and the Cash Election Electing Shares shall be treated in the following manner:
(A1) If the Shortfall Number is less than or equal to the aggregate number of Non-Election Electing Shares, then (A) all Cash Election Electing Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(fand (B) hereof, the Non-Electing Shares of each holder of Non-Election Shares shares of Company Common Stock shall be converted into the right to receive the Stock Consideration in respect of that number of Non-Election Electing Shares held by such holder that is equal to the product obtained by multiplying (xI) the number of Non-Election Electing Shares held by of such holder by (yII) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total aggregate number of Non-Election Electing Shares, with the remaining number of such holder’s Non-Election Electing Shares being converted into the right to receive the Cash Consideration; orConsideration; and
(B2) If the Shortfall Number exceeds the aggregate number of Non-Election Electing Shares, then (I) all Non-Election Electing Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(fand (II) hereof, a number of Cash Electing Shares of each holder of Cash Election Shares shares of Company Common Stock shall be converted into the right to receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (xI) the number of Cash Election Electing Shares held by of such holder by (yII) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total aggregate number of Non-Election Shares, Electing Shares and the denominator of which is the total aggregate number of Cash Election Electing Shares, with the remaining number of such holder’s Cash Election Electing Shares being converted into the right to receive the Cash Consideration.
(iii) If the Stock Election Number is greater than the Minimum Stock Percentage of the Aggregate Stock Number then all Non-Electing Shares shall be converted into the right to receive the Cash Consideration.
Appears in 1 contract
Samples: Merger Agreement (Micrel Inc)
Proration. (a) The allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth Notwithstanding anything in this Section 2.2(a) (with Agreement to the Exchange Agent to determinecontrary, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).
(i) If the aggregate number of shares of Company Common Stock Election Number exceeds with respect to which Rollover Elections shall be given effect in the Merger shall not exceed 1,286,013 shares (subject to adjustment for any change in the Exchange Ratio) (the "Maximum Rollover Number") and (ii) the aggregate number of shares of Company Common Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares that shall be converted into the right to receive shares of Parent Stock in accordance with the terms of Section 2.1(a)(i)(b) hereof shall not be less than such minimum number of shares as shall be necessary to cause the ratio, expressed as a percentage, of (i) the value of the Stock Merger Consideration (reduced by the amount thereof constituting the Escrow Deposit) to (ii) the sum of (w) the value of the Stock Merger Consideration (reduced by the amount thereof constituting the Escrow Deposit), (x) the Cash Merger Consideration and, subject (increased by (1) any amount paid in cash to Section 2.5(fRollover Stockholders in lieu of fractional shares and (2) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder an amount equal to the product obtained by multiplying (x) of the Share Price and the number of Stock Election Shares held by such holder by Dissenting Shares), (y) the Preferred Stock Merger Consideration, and (z) the total amount of cash paid pursuant to Section 2.1(a)(iii) hereof to Quality Future, Inc., a fractionDelaware corporation, to equal forty-two percent (42%) (the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election "Minimum Rollover Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and").
(iib) If the number of shares of Company Common Stock Election Number is less than the Stock Conversion Number (the amount by with respect to which the Stock Conversion Number Rollover Elections have been effectively made and not revoked exceeds the Stock Election Number being referred to herein as the “Shortfall Maximum Rollover Number”), then all each share of Company Common Stock with respect to which a Rollover Election Shares has been effectively made and not revoked shall be converted into the right to receive (x) shares of Parent Stock in accordance with the Stock Consideration and terms of Section 2.1(a)(i)(b) hereof or (y) cash in accordance with the Non-Election Shares and the Cash Election Shares shall be treated terms of Section 2.1(a)(i)(a) hereof, in each case determined in the following manner:
(Ai) If A proration factor (the Shortfall "Non-Cash Proration Factor") shall be determined by dividing the Maximum Rollover Number is less than or equal to by the number of shares of Company Common Stock with respect to which a Rollover Election has been effectively made and not revoked;
(ii) The number of shares of Company Common Stock convertible into the right to receive shares of Parent Stock in accordance with the terms of Section 2.1(a)(i)(b) hereof pursuant to each Rollover Election shall be determined by multiplying the Non-Cash Proration Factor by the total number of shares of Company Common Stock covered by such Rollover Election; and
(iii) All other shares of Company Common Stock with respect to which a Rollover Election Shareshas been effectively made and not revoked (other than those shares of Company Common Stock convertible into shares of Parent Stock in accordance with Section 2.1(a)(i)(b) hereof pursuant to Section 2.2(b)(ii) hereof), then all Cash Election Shares shall be converted into the right to receive cash, on a consistent basis among Stockholders who effectively made and did not revoke the Cash Consideration andRollover Election, subject pro rata to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-such shares as to which they effectively made and did not revoke such election, as if a Rollover Election Shares held by had not been effectively made with respect to such holder by (y) a fractionshares, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, in accordance with the remaining number terms of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; orSection 2.1(a)(i)(a) hereof.
(Bc) If the Shortfall Number exceeds the aggregate number of Non-shares of Company Common Stock with respect to which Rollover Elections are effectively made and not revoked is less than the Minimum Rollover Number, then:
(i) All shares of Company Common Stock with respect to which a Rollover Election Shares, then all Non-Election Shares has been effectively made and not revoked shall be converted into the right to receive shares of Parent Stock in accordance with the Stock Consideration and, subject to terms of Section 2.5(f2.1(a)(i)(b) hereof, each holder ;
(ii) Each share of Cash Election Shares shall receive the Company Common Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by Stockholders eligible to make Rollover Elections in accordance with Section 2.6 hereof, (y) other than shares of Company Common Stock with respect to which a fractionRollover Election has been effectively made and not revoked), the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being shall be converted into the right to receive (x) cash in accordance with the terms of Section 2.1(a)(i)(a) hereof or (y) shares of Parent Stock in accordance with the terms of Section 2.1(a)(i)(b) hereof, in each case determined in the following manner:
(a) A proration factor (the "Cash Proration Factor") shall be determined by dividing (x) the difference between the Minimum Rollover Number and the number of shares of Company Common Stock with respect to which a Rollover Election has been effectively made and not revoked by (y) the total number of shares of Company Common Stock held by Stockholders eligible to make Rollover Elections in accordance with Section 2.6 hereof, other than shares of Company Common Stock with respect to which a Rollover Election has been effectively made and not revoked;
(b) For each Stockholder eligible to make a Rollover Election in accordance with Section 2.6 hereof, the number of shares of Company Common Stock, in addition to shares of Company Common Stock with respect to which a Rollover Election has been effectively made and not revoked by such Stockholder, to be converted into the right to receive shares of Parent Stock in accordance with the terms of Section 2.1(a)(i)(b) hereof shall be determined by multiplying the Cash ConsiderationProration factor by the total number of shares of Company Common Stock held by such Stockholder, other than shares of Company Common Stock with respect to which a Rollover Election has been effectively made and not revoked by such Stockholder; and
(c) All other shares of Company Common Stock that are held by Stockholders eligible to make Rollover Elections but with respect to which a Rollover Election has not been effectively made or has been revoked (other than those shares of Company Common Stock convertible into shares of Parent Stock in accordance with Section 2.1(a)(i)(b) hereof pursuant to Section 2.2(c)(ii)(b) hereof), shall be converted into the right to receive cash, on a consistent basis among Stockholders eligible to make a Rollover Election under Section 2.6 hereof who held shares of Company Common Stock as to which they did not effectively make a Rollover Election or as to which they revoked a Rollover Election, pro rata to the number of shares of Company Common Stock as to which they did not effectively make such Rollover Election or as to which they revoked such Rollover Election, in accordance with the terms of Section 2.1(a)(i)(a) hereof.
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Samples: Agreement and Plan of Reorganization (Quality Stores Inc)
Proration. Notwithstanding any provision of this Agreement to the contrary:
(a) The allocation If the product of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions aggregate number of Cash Election SharesShares multiplied by the Cash Election Consideration (such product being the “Elected Cash Consideration”) exceeds the Maximum Cash Amount, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down).then:
(i) If all Stock Election Shares and all No Election Shares will be exchanged for the Stock Election Number exceeds Consideration; and
(ii) a portion of the Cash Election Shares of each holder of shares of Company Common Stock will be exchanged for the Cash Election Consideration, with such portion being equal to the product obtained by multiplying (A) the number of such holder’s Cash Election Shares by (B) a fraction, the numerator of which will be the Maximum Cash Amount and the denominator of which will be the Elected Cash Consideration, with the remaining portion of such holder’s Cash Election Shares being deemed to be Stock Election Shares and exchanged for the Stock Conversion NumberElection Consideration.
(b) If the Elected Cash Consideration is less than the Maximum Cash Amount (such difference being the “Shortfall Amount”), then then:
(i) all Cash Election Shares and will be exchanged for the Cash Election Consideration; and
(ii) all Non-Stock Election Shares shall and No Election Shares will be converted into treated in the right following manner: (A) if the Shortfall Amount is less than or equal to receive the Cash Consideration andproduct of the aggregate number of No Election Shares multiplied by $28.00 (the “No Election Value”), subject to Section 2.5(fthen (1) hereof, each holder of all Stock Election Shares will be entitled to receive exchanged for the Stock Election Consideration and (2) the No Election Shares of each holder of shares of Common Stock will be exchanged for the Cash Election Consideration in respect of that number of No Election Shares equal to the product obtained by multiplying (x) the number of No Election Shares of such holder by (y) a fraction, the numerator of which is the Shortfall Amount and the denominator of which is the No Election Value, with the remaining portion of such holder’s No Election Shares (if any) being deemed to be Stock Election Shares held by and exchanged for the Stock Election Consideration or (B) if the Shortfall Amount exceeds the No Election Value, then (1) all No Election Shares will be exchanged for the Cash Election Consideration and (2) a portion of the Stock Election Shares of each holder of shares of Company Common Stock will be exchanged for the Cash Election Consideration, with such holder portion being equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and
(ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number Amount exceeds (2) the total number of Non-No Election SharesValue, and the denominator of which is the total product obtained by multiplying the aggregate number of Cash Stock Election SharesShares by $28.00, with the remaining number portion of such holder’s Stock Election Shares being deemed to be Stock Election Shares and exchanged for the Stock Election Consideration.
(c) If the Elected Cash Consideration equals the Maximum Cash Amount, then:
(i) all Cash Election Shares being will be converted into the right to receive the Cash Election Consideration; and
(ii) all Stock Election Shares and all No Election Shares will be converted into the right to receive the Stock Election Consideration.
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Samples: Merger Agreement (Bioventus Inc.)
Proration. (ai) The allocation Notwithstanding any other provision contained in this Agreement, the total number of rights Outstanding Common Shares to be converted into the right to receive the Per Share Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, Amount shall be equal to the quotient (rounded up or down).
down to the nearest whole share) of (ix) If the Stock Election Number exceeds difference of (1) the Stock Estimated Cash Merger Consideration, minus (2) the Escrow Amount, minus (3) the Remaining Tax Benefit Amount, minus (4) the aggregate amount of the Option Settlement Payments, divided by (y) the Estimated Per Share Cash Amount (the “Cash Conversion Number, then all Cash Election Shares and all Non-Election ”). All other Outstanding Common Shares shall be converted into the right to receive the Cash Consideration andPer Share Stock Amount. Notwithstanding the foregoing or anything herein to the contrary, subject to Section 2.5(fin no event shall the Simon Shareholders (individually or collectively) hereof, each holder of Stock Election Shares will be entitled to receive receive, as Merger Consideration hereunder, an aggregate number of shares of Parent Common Stock that exceeds the number of shares equal to (A) $100,000,000, divided by (B) the Parent Stock Price (the “Simon Stock Consideration Limitation”).
(ii) Promptly (and in respect any event no later than five (5) Business Days) after the Effective Time (such period of that number time being the “Allocation Period”), Parent shall cause the Exchange Agent to effect the allocation among holders of Stock Election Outstanding Common Shares held by such holder equal of rights to the product obtained by multiplying receive (x) the number of Stock Election Shares held by such holder by Per Share Cash Amount and the Per Share Contingent Amount and/or (y) a fraction, the numerator of which is the Per Share Stock Conversion Number Amount and the denominator of which is the Stock Election NumberPer Share Contingent Amount, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; andas follows:
(iiA) If the aggregate number of Cash Election Shares (the “Aggregate Cash Election Number”) exceeds the Cash Conversion Number, then:
(1) each Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares Share shall be converted into the right to receive the Per Share Stock Consideration Amount and the Per Share Contingent Amount,
(2) each Non-Election Shares and the Cash Election Shares shall be treated in the following manner:
(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares Share shall be converted into the right to receive the Per Share Stock Amount and the Per Share Contingent Amount, and
(3) each Cash Consideration and, subject to Section 2.5(f) hereof, Election Share of each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares thereof shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Per Share Cash Election Shares shall receive Amount and the Stock Consideration Per Share Contingent Amount in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the Cash Conversion Number and the denominator of which is the Aggregate Cash Election Number (with the Exchange Agent to determine, consistent with Section 2.09(a), whether fractions of Cash Election Shares shall be rounded up or down), with each remaining Cash Election Share of such holder being converted into the right to receive the Per Share Stock Amount and the Per Share Contingent Amount.
(B) If the Aggregate Cash Election Number is equal to the Cash Conversion Number, then:
(1) each Stock Election Share shall be converted into the right to receive the Per Share Stock Amount and the Per Share Contingent Amount,
(2) each Non-Election Share shall be converted into the right to receive the Per Share Stock Amount and the Per Share Contingent Amount, and
(3) each Cash Election Share shall be converted into the right to receive the Per Share Cash Amount and the Per Share Contingent Amount.
(C) If the Aggregate Cash Election Number is less than the Cash Conversion Number (the amount by which the Cash Conversion Number exceeds the Aggregate Cash Election Number being referred to herein as the “Cash Election Shortfall Number”), then:
(1) If the Cash Election Shortfall Number exceeds (2) is less than or equal to the total aggregate number of Non-Election SharesShares (the “Aggregate Non-Election Number”), then
(a) each Cash Election Share shall be converted into the right to receive the Per Share Cash Amount and the Per Share Contingent Amount,
(b) each Stock Election Share shall be converted into the right to receive the Per Share Stock Amount and the Per Share Contingent Amount, and
(c) each Non-Election Share of each holder thereof shall be converted into the right to receive the Per Share Cash Amount and the Per Share Contingent Amount in respect of that number of Non-Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Cash Election Shortfall Number and the denominator of which is the Aggregate Non-Election Number (with the Exchange Agent to determine, consistent with Section 2.09(a), whether fractions of Non-Election Shares shall be rounded up or down), with each remaining Non-Election Share of such holder being converted into the right to receive the Per Share Stock Amount and the Per Share Contingent Amount; or
(2) If the Cash Election Shortfall Number exceeds the Aggregate Non-Election Number, then:
(a) each Cash Election Share shall be converted into the right to receive the Per Share Cash Amount and the Per Share Contingent Amount,
(b) each Non-Election Share shall be converted into the right to receive the Per Share Cash Amount and the Per Share Contingent Amount, and
(c) each Stock Election Share of each holder thereof shall be converted into the right to receive the Per Share Cash Amount and the Per Share Contingent Amount in respect of that number of Stock Election Shares equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which the Cash Election Shortfall Number exceeds the Aggregate Non-Election Number and the denominator of which is the total number of Cash Stock Election SharesShares (with the Exchange Agent to determine, consistent with Section 2.09(a), whether fractions of Stock Election Shares shall be rounded up or down), with the each remaining number Stock Election Share of such holder’s Cash Election Shares holder being converted into the right to receive the Cash ConsiderationPer Share Stock Amount and the Per Share Contingent Amount.
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