Common use of Cash Election Shares Clause in Contracts

Cash Election Shares. Each Net Exercise Share shall be automatically deemed, without any action by the holder thereof, to have made a Cash Election (as defined below) and shall be converted into the right to receive $39.00 in cash without interest, and without being subject to any adjustment set forth in Section 2.1(c)(ii) or Section 2.6. Each share of Company Common Stock (excluding the Net Exercise Shares) with respect to which an election to receive cash (a “Cash Election”) has been properly made and not been properly revoked (each, a “Cash Election Share”) shall be converted (provided that the Available Cash Election Amount equals or exceeds the Cash Election Amount) into the right to receive (x) $39.00 in cash without interest (the “Per Share Cash Election Consideration”), subject to adjustment in accordance with Sections 2.1(c)(ii) and 2.6; provided, however, that if (A) the product of the number of Cash Election Shares and the Per Share Cash Election Consideration (such product, the “Cash Election Amount”) exceeds (B) (w) the product of the Per Share Cash Amount and the total number of shares of Company Common Stock (other than the Excluded Shares, but including, for the avoidance of doubt, Company Restricted Shares, Net Exercise Shares and Company Phantom Shares pursuant to the terms and conditions of Section 2.4) issued and outstanding immediately prior to the Effective Time minus (x) the product of the number of Mixed Consideration Election Shares (provided that No Election Shares shall be deemed to be Mixed Consideration Election Shares for purposes of this Section 2.1(c)(ii)) and the Per Share Cash Amount (the “Aggregate Mixed Consideration Cash Amount”) minus (y) the Provisional Appraisal Holders Cash Amount minus (z) the aggregate Option Consideration (such result of the calculations in this clause (B) being the “Available Cash Election Amount”), then each Cash Election Share (other than any Net Exercise Shares) shall be converted into a right to receive (1) an amount of cash (without interest) equal to the product of (p) the Per Share Cash Election Consideration and (q) a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (2) a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the product of (r) the Exchange Ratio and (s) one (1) minus the Cash Fraction. The “Provisional Appraisal Holders Cash Amount” means the product of (x) the number of Appraisal Shares and (y) the Per Share Cash Election Consideration.

Cash Election Shares. Each Net Exercise Share shall be automatically deemed, without any action by the holder thereof, to have made a Cash Election (as defined below) and shall be converted into the right to receive $39.00 in cash without interest, and without being subject to any adjustment set forth in Section 2.1(c)(ii) or Section 2.6. Each share of Company Common Stock (excluding the Net Exercise Shares) with respect to which an election to receive cash (a “Cash Election”) has been properly effectively made and not been properly revoked (each, a “Cash Election Share”) shall be converted (provided that the Available Cash Election Amount (as defined below) equals or exceeds the Cash Election AmountAmount (as defined below)) into the right to receive (x) $39.00 25.91 in cash without interest (the “Per Share Cash Election Consideration”)) and (y) the Per Share Warrant Consideration, subject to adjustment in accordance with Sections 2.1(c)(ii2.2(c)(ii), 2.2(f) and 2.6; provided, however, that if if, (A) the product of the number of Cash Election Shares and the Per Share Cash Election Consideration (such product, product being the “Cash Election Amount”) exceeds (B) the difference between (wx) the product of the Per Share Cash Amount and the total number of shares of Company Common Stock (other than the Excluded Shares, but including, for the avoidance of doubt, Company Restricted Shares, Net shares of Company Common Stock issued or deemed to be issued under or in respect of Company Stock Options, Company Performance RSUs and the Company ESPP (on the Last Exercise Shares and Company Phantom Shares Date) pursuant to the terms and conditions of Section 2.42.5) issued and outstanding immediately prior to the First Effective Time minus (xy) the product of the number of Mixed Consideration Election Shares (provided that No Election Shares shall be deemed to be Mixed Consideration Election Shares for purposes of this Section 2.1(c)(ii2.2(c)(ii)) and the Per Share Cash Amount (the “Aggregate Mixed Consideration Cash Amount”) minus (yz) the Provisional Appraisal Holders Dissenters Cash Amount minus (z) the aggregate Option Consideration (such result of the calculations in this clause (B) difference being the “Available Cash Election Amount”), then each Cash Election Share (other than any Net Exercise Shares) shall be converted into a right to receive (1) an amount of cash (without interest) equal to the product of (p) the Per Share Cash Election Consideration and (q) a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and ), (2) a number of validly issued, fully paid and nonassessable shares of Parent Common Class P Stock equal to the product of (r) the Exchange Ratio and (s) one (1) minus the Cash FractionFraction and (3) the Per Share Warrant Consideration. The “Provisional Appraisal Holders Dissenters Cash Amount” means the product of (x) the number of Appraisal Dissenting Shares and (y) the sum of the Per Share Cash Election ConsiderationConsideration and the Per Share Warrant Consideration Value.

Cash Election Shares. Each Net Exercise Share Holders of CBKS Common Stock shall be automatically deemed, without any action by the holder thereof, provided with an opportunity to have made a Cash Election (as defined below) and shall be converted into the right to receive $39.00 in cash without interest, and without being subject to any adjustment set forth in Section 2.1(c)(ii) or Section 2.6. Each share of Company Common Stock (excluding the Net Exercise Shares) with respect to which an election elect to receive cash consideration in lieu of receiving CenterState Common Stock in the Merger, in accordance with the election procedures set forth below. Holders who elect to receive cash in lieu of exchanging their shares of CBKS Common Stock for CenterState Common Stock as specified below shall receive $13.31, without interest thereon (a the “Per Share Cash ElectionConsideration”) has been properly made and not been properly revoked for each share of CBKS Common Stock that is so converted (each, a “Cash Election Share”) shall be converted (provided that ). Notwithstanding the Available Cash Election Amount equals preceding sentence or exceeds anything in this Agreement to the Cash Election Amount) into contrary, the right to receive (x) $39.00 in cash without interest (the “Per Share Cash Election Consideration”), subject to adjustment in accordance with Sections 2.1(c)(ii) and 2.6; provided, however, that if (A) the product of the aggregate number of Cash Election Shares shall be equal to, as nearly as practicable, but in no event shall exceed 2,488,261 (the “Cash Share Limitation”), and the aggregate Per Share Cash Consideration shall be equal to, as nearly as practicable, but in no event shall exceed $33,118,748 (the “Total Cash Amount”). At the Effective Time, each Cash Election Share shall cease to be outstanding and shall be converted into and exchanged for the right to receive the Per Share Cash Election Consideration Consideration. The Exchange Agent shall mail an election form in such form as CenterState and CBKS shall mutually agree (such product, the “Cash Election AmountForm”) exceeds (B) (w) with or following the product issuance of the Per Proxy Statement, to each holder of record of CBKS Common Stock. Each Election Form shall permit a holder (or the beneficial owner through appropriate and customary documentation and instructions) of CBKS Common Stock to elect to receive cash with respect to all or a portion of such holder’s CBKS Common Stock, subject to the Cash Share Cash Amount and the total number of Limitation in Section 1.4(c) above. Any shares of Company CBKS Common Stock (other than with respect to which the Excluded Shares, but including, for the avoidance of doubt, Company Restricted Shares, Net Exercise Shares and Company Phantom Shares pursuant holder shall not have submitted to the terms Exchange Agent an effective, properly completed Election Form before such date and conditions of Section 2.4) issued and outstanding immediately time prior to the Effective Time minus (x) the product of the number of Mixed Consideration Election Shares (provided that No Election Shares shall be deemed to be Mixed Consideration Election Shares for purposes of this Section 2.1(c)(ii)) as CenterState and the Per Share Cash Amount CBKS may mutually agree (the “Aggregate Mixed Consideration Cash Amount”) minus (y) the Provisional Appraisal Holders Cash Amount minus (z) the aggregate Option Consideration (such result of the calculations in this clause (B) being the “Available Cash Election AmountDeadline”), then each Cash and any shares of CBKS Common Stock with respect to which the holder shall have submitted an Election Share Form prior to the Election Deadline but with respect to which such holder shall have elected not to receive cash, shall, subject to the proration procedure in subsection (other than any Net Exercise Sharesv) shall below, be converted into a right CenterState Common Stock at the Effective Time as set forth in, and subject to, Section 1.4(b) of this Agreement (all such shares described in this subsection (iii) being referred to receive (1) an amount of cash (without interest) equal as “Stock Election Shares”). Any Election Form may be revoked or amended by the Person submitting such Election Form at or prior to the product of (p) Election Deadline. In the Per Share Cash event that an Election Consideration Form is revoked and (q) a fractionreplacement Election Form therefor is not submitted prior to the Election Deadline, the numerator shares of which CBKS Common Stock represented by such Election Form shall become Stock Election Shares. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither CenterState nor the Available Cash Election Amount and the denominator of which Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. Within five (5) Business Days after the Cash Election Amount (such fraction being Deadline, unless the “Cash Fraction”) and (2) a number Effective Time has not yet occurred, in which case as soon thereafter as practicable, the allocation among the holders of validly issued, fully paid and nonassessable shares of Parent CBKS Common Stock equal to in accordance with the product of (r) Election Forms shall be effected by the Exchange Ratio and (s) one (1) minus the Cash Fraction. The “Provisional Appraisal Holders Cash Amount” means the product of (x) the number of Appraisal Shares and (y) the Per Share Cash Election Consideration.Agent as follows: