No Allocation. In the event that neither Section 2.1(e) nor Section 2.1(f) is applicable, all CES Cash Election Shares shall be converted into the right to receive the CES Cash Consideration, all CES Stock Election Shares shall be converted into the right to receive the CES Stock Consideration (and cash in lieu of fractional interests in accordance with Section 2.3(d)) and CES Non-Election Shares shall be converted into the right to receive the CES Cash Consideration or the CES Stock Consideration (and cash in lieu of fractional interests in accordance with Section 2.3(d)) as CES, with the prior consent of BEC, shall determine.
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No Allocation. In the event that neither Section 2.1(e) nor Section 2.1(f------------- Section
2.1 (f) is applicable, all CES Cash Election Shares shall be converted into the right to receive the CES Cash Consideration, all CES Stock Election Shares shall be converted into the right to receive the CES Stock Consideration (and cash in lieu of fractional interests in accordance with Section 2.3(d)) and CES Non-Election Shares shall be converted into the right to receive the CES Cash Consideration or the CES Stock Consideration (and cash in lieu of fractional interests in accordance with Section 2.3(d)) as CES, with the prior consent of BEC, shall determine.
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Sources: Merger Agreement (B E C Energy)