Stock Election Shares. If the aggregate number of shares of Company Common Stock covered by Stock Elections (the "Stock Election Shares") exceeds the Stock Election Number, each Stock Election Share shall be converted into (i) the right to receive a number of shares of Parent Common Stock, equal to the product of (a) the Exchange Ratio and (b) a fraction (the "Stock Fraction"), the numerator of which shall be the Stock Election Number and the denominator of which shall be the total number of Stock Election Shares, and (ii) an amount in cash, without interest, equal to the product of (a) the Cash Consideration and (b) a fraction equal to one minus the Stock Fraction.
Stock Election Shares. 5 Subsidiary.....................................92
Stock Election Shares. Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been made and not revoked or lost pursuant to Section 1.13 (each, a “Stock Election Share”) shall be converted into the right to receive 3.125 shares (the “Exchange Ratio”) of Parent Class A Common Stock (the “Stock Election Consideration”).
Stock Election Shares. As used herein, the term “Stock Election Shares” means shares of Seacoast Common Stock for which a Stock Election has been made and the term “Aggregate Stock Election Share Number” means the aggregate number of shares of Seacoast Common Stock covered by Stock Elections. If the Aggregate Stock Election Share Number exceeds the Stock Election Number, each Stock Election Share shall be converted into the right to receive shares of Sovereign Common Stock or cash in the following manner:
Stock Election Shares if a Stock Election has been validly made with respect to such share of Company Common Stock pursuant to Section 3.3(b)(i)(C) and remains in effect at the Election Deadline, 0.3943 validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Exchange Ratio”) (subject to adjustment in accordance with Section 3.1(c)) (such consideration, the “Stock Election Consideration”); provided, however, that in the event that the aggregate Stock Election Consideration payable in respect of the aggregate Stock Election Shares would be greater than the Maximum Stock Election Consideration, the proration provisions of Section 3.4(b) shall apply.
Stock Election Shares. Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been properly made and not been properly revoked (each, a “Stock Election Share”) shall be converted (provided that the Cash Election Amount equals or exceeds the Available Cash Election Amount), into the right to receive 1.669 shares (the “Exchange Ratio”) of validly issued, fully paid and nonassessable shares of Parent Common Stock, subject to adjustment in accordance with Sections 2.1(c)(iii) and 2.6 (the “Per Share Stock Consideration”); provided, however, that if the Available Cash Election Amount exceeds the Cash Election Amount, then each Stock Election Share shall be converted into the right to receive (1) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (2) a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the product of (x) the Exchange Ratio and (y) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (1) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration.
Stock Election Shares. As used herein, the term "Stock Election Shares" means shares of First Essex Common Stock for which a Stock Election has been made and the term "Aggregate Stock Election Share Number" means the aggregate number of shares of First Essex Common Stock covered by Stock Elections. If the Aggregate Stock Election Share Number exceeds the Stock Election Number, each Stock Election Share shall be converted into the right to receive shares of Sovereign Common Stock or cash in the following manner:
Stock Election Shares. 4.1(b) Stockholders Meeting........................................................ 6.4
Stock Election Shares. (1) Subtract the product amount obtained in step A(4) above from the total number of shares of Chilxxx Xxxnty Common Stock owned by the electing holder.
(2) Multiply that difference by the Exchange Ratio.
(f) Notwithstanding the provisions of Sections 3.1(e) hereof, SouthFirst:
(i) Shall convert Cash Election Shares to Stock Election Shares or Cash Election Shares to Stock Election Shares, as the case may be, pro-rata, to the extent necessary for 50% of the Total Merger Consideration (determined as of the Effective Time) to be paid in the form of cash and 50% of the Total Merger Consideration (determined as of the Effective Time) in the form of SouthFirst Common Stock at the Stock Price Per Share;
(ii) May, at SouthFirst's sole discretion, waive the maintenance of the Threshold Cash Amount if the difference between the Threshold Cash Amount and the Aggregate Cash Amount is less than 10% of the Threshold Cash Amount; or
(iii) May, at SouthFirst's sole discretion, determine the form of consideration to be received under this Article 3 after the Effective Time by a dissenting shareholder of Chilxxx Xxxnty who fails to perfect, or effectively withdraws or loses, his right to appraisal and payment of his shares subsequent to the Effective Time.
Stock Election Shares. Each share of BBX Capital Common Stock with respect to which an election to receive BFC Class A Common Stock consideration (a “Stock Election”) has been properly made and not properly revoked pursuant to Section 3.4 shall be converted into the right to receive 5.40 shares of BFC Class A Common Stock, including the preferred share purchase rights associated therewith (the “Exchange Ratio”), subject to adjustment in accordance with Section 3.1(g) (the “Per Share Stock Consideration”).