Common use of Stock Election Clause in Contracts

Stock Election. Subject to Section 1.5(f), each record holder of shares of Company Common Stock, other than Excluded Shares, immediately prior to the Election Deadline who makes an effective Election to receive shares of Parent Common Stock (a “Stock Election”) shall be entitled to receive for each of such holder’s shares of Company Common Stock as to which such Stock Election is made shares of Parent Common Stock or a combination of cash and shares of Parent Common Stock, solely as provided in clause (i) or (ii) below: (i) If the Available Cash Amount equals or exceeds the Cash Election Amount, then each share of Company Common Stock as to which an effective Stock Election is made shall be converted into the right to receive (A) a number of shares of Parent Common Stock equal to the quotient of (w) the Aggregate Stock Amount divided by (x) the number of shares of Company Common Stock subject to an effective Stock Election (the “Stock Election Shares”) and (B) an amount of cash (without interest) equal to the quotient of (y) the amount by which the Available Cash Amount exceeds the Cash Election Amount, divided by (z) the Stock Election Shares. (ii) If the Available Cash Amount is less than the Cash Election Amount, each share of Company Common Stock as to which an effective Stock Election is made shall be converted into the right to a number of shares of Parent Common Stock equal to the Exchange Ratio. (iii) For purposes of this Section 1.5(d) “Aggregate Stock Amount” shall mean a number of shares of Parent Common Stock equal to (X) the product of (A) the number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time times (B) the Exchange Ratio minus (Y) 2,634,796 shares. Stock Elections shall be made on the Election Form, accompanied by Certificates for the Company Shares to which such Election Form relates, if and as provided in Section 1.5(g).