Share Cap. If the Merger would otherwise result in the issuance of Parent Common Stock (including shares that would be deliverable pursuant to converted equity awards pursuant to Section 2.8) in excess of 19.99% of the shares of Parent Common Stock outstanding immediately prior to the Effective Time (the “Share Cap”), (i) (A) the Exchange Ratio shall be reduced by the smallest number (rounded to the nearest 0.0001) that causes the total number of shares of Parent Common Stock issuable in the Merger (including shares that would be deliverable pursuant to converted equity awards pursuant to Section 2.8) to not exceed the Share Cap (the resulting ration, “Exchange Ratio Reduction Number”) and (B) the Cash Consideration shall be increased by an amount in cash equal to (x) the Exchange Ratio Reduction Number multiplied by (y) the Parent Trading Price, and (ii) Parent shall deposit (or cause to be deposited) with the Exchange Agent, by wire transfer of immediately available funds, an amount in cash, in lieu of any shares of Parent Common Stock reduced in accordance with clause (i)(A) of this Section 2.9(c) equal to such amount.
Appears in 4 contracts
Samples: Merger Agreement (Enova International, Inc.), Merger Agreement (Enova International, Inc.), Merger Agreement (Enova International, Inc.)
