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.
Appears in 3 contracts
Samples: Merger Agreement (Northeast Utilities System), Merger Agreement (Energy East Corp), Merger Agreement (Northeast Utilities System)
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 (aA) the Exchange Ratio and (bB) 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 (aA) the Cash Consideration and (bB) a fraction equal to one minus the Stock Fraction.
Appears in 2 contracts
Samples: Merger Agreement (CTG Resources Inc), Merger Agreement (Energy East Corp)
Stock Election Shares. If the aggregate number of shares of Company Common Stock covered by Stock Elections (the "Stock Election SharesSTOCK 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 (aA) the Exchange Ratio and (bB) a fraction (the "Stock FractionSTOCK 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 (aA) the Cash Consideration and (bB) a fraction equal to one minus the Stock Fraction.
Appears in 2 contracts
Samples: Merger Agreement (Energy East Corp), Merger Agreement (RGS Energy Group Inc)
Stock Election Shares. If the aggregate number of shares of Company Common Stock Shares 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, Class A Shares equal to the product of (aA) the Exchange Ratio and (bB) 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, Shares and (ii) an amount in cash, without interest, equal to the product of (aA) the Cash Consideration and (bB) a fraction equal to one minus the Stock Fraction.
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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.
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Stock Election Shares. If the aggregate number of shares of Company Common Stock Shares 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, Class A Shares equal to the product of (aA) the Exchange Ratio and (bB) 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, Shares and (ii) an amount in cash, without interest, equal to the product of (aA) the Cash Consideration and (bB) a fraction equal to one minus the Stock Fraction.
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