Common use of Stock Elections in Excess of Maximum Stock Number Clause in Contracts

Stock Elections in Excess of Maximum Stock Number. If the aggregate number of Stock Election Shares multiplied by the Exchange Ratio exceeds the Maximum Stock Number: (i) each Cash Election Share and each Non-Election Share shall be converted into the right to receive cash in the amount of the Cash Value; and (ii) each Stock Election Share shall be converted into the right to receive: (A) a number of shares of SHC Common Stock equal to: (1) the Exchange Ratio; multiplied by (2) a fraction (the “Stock Fraction”), the numerator of which shall be the Maximum Stock Number and the denominator of which shall be the total number of Stock Election Shares multiplied by the Exchange Ratio, and (B) an amount in cash, without interest, equal to: (1) the Cash Value; multiplied by (2) a fraction equal to one minus the Stock Fraction. (C) Notwithstanding the foregoing provisions, to avoid the ongoing expense of very small shareholder accounts, any Frankfort First Shareholder whose election would result in such Frankfort First Shareholder receiving less than 100 (or such smaller number as may be agreed upon by First Federal and Frankfort First) shares of SHC Common Stock shall have their Frankfort First Common Stock converted solely into cash. In that event, the proportions of cash and SHC Common Stock to be received by other Frankfort First Shareholders who have made a Stock Election shall be appropriately adjusted to reflect a pro rata allocation of remaining available cash and SHC Common Stock among such other Frankfort First Shareholders.

Stock Elections in Excess of Maximum Stock Number. If the ------------------------------------------------- aggregate number of Stock Election Shares multiplied by the Exchange Ratio exceeds the Maximum Stock Number: (i) each Cash Election Share and each Non-Election Share shall be converted into the right to receive cash in the amount of the Cash Value; and (ii) each Stock Election Share shall be converted into the right to receive: (A) a number of shares of SHC Common Stock equal to: (1) the Exchange Ratio; multiplied by (2) a fraction (the “"Stock Fraction”"), the numerator of which shall be the Maximum Stock Number and the denominator of which shall be the total number of Stock Election Shares multiplied by the Exchange Ratio, and (B) an amount in cash, without interest, equal to: (1) the Cash Value; multiplied by (2) a fraction equal to one minus the Stock Fraction. (C) Notwithstanding the foregoing provisions, to avoid the ongoing expense of very small shareholder accounts, any Frankfort First Shareholder whose election would result in such Frankfort First Shareholder receiving less than 100 (or such smaller number as may be agreed upon by First Federal and Frankfort First) shares of SHC Common Stock shall have their Frankfort First Common Stock converted solely into cash. In that event, the proportions of cash and SHC Common Stock to be received by other Frankfort First Shareholders who have made a Stock Election shall be appropriately adjusted to reflect a pro rata allocation of remaining available cash and SHC Common Stock among such other Frankfort First Shareholders.