Common use of Stock Election Clause in Contracts

Stock Election. Subject to Section 1.5(f), each record holder of Company Shares, other than Excluded Shares, who makes an effective Election to receive Parent Shares (a “Stock Election”) shall be entitled to receive for each of such holder’s Company Shares as to which such Stock Election is made Parent Shares or a combination of cash and Parent Shares, solely as provided in clause (i) or (ii) below. (i) If the Available Stock Amount equals or exceeds the Stock Election Amount, each Company Share as to which an effective Stock Election is made shall be converted into the right to receive the Stock Consideration. (ii) If the Stock Election Amount exceeds the Available Stock Amount, then each Company Share as to which an effective Stock Election is made shall be converted into the right to receive (A) a number of Parent Shares equal to the Exchange Ratio multiplied by a fraction, the numerator of which shall be the Available Stock Amount and the denominator of which shall be the Stock Election Amount (such fraction being the “Stock Fraction”) and (B) an amount of cash (without interest) equal to the product of (x) the Cash Consideration and (y) a fraction equal to one minus the Stock Fraction. (iii) For purposes of this Section 1.5(d):