Common use of Maximum Conversion Numbers Clause in Contracts

Maximum Conversion Numbers. Subject to adjustment pursuant to Section 5.17(b): (i) the total number of shares of Company Common Stock to be converted into the right to receive Cash Consideration for such shares (including any such shares subject to the cash portion of a Combination Election (as defined below)), shall be 40.07% of the number of shares of Company Common Stock outstanding immediately prior to the Effective Time (excluding shares to be cancelled pursuant to Section 1.2(c) and Dissenting Shares) (the "Cash Conversion Number"); (ii) the total number of shares of Company Common Stock to be converted into the right to receive Stock Consideration for such shares (including any such shares subject to the stock portion of a Combination Election) shall be 59.93% of the number of shares of Company Common Stock outstanding immediately prior to the Effective Time (excluding shares to be cancelled pursuant to Section 1.2(c) and Dissenting Shares) (the "Stock Conversion Number"); and (iii) the maximum number of shares of Purchaser Common Stock which may be issued as Stock Consideration will be equal to the Exchange Ratio multiplied by Stock Conversion Number and the maximum amount of cash which will be paid as Cash Consideration will be equal to the Cash Consideration multiplied by Cash Conversion Number.

Maximum Conversion Numbers. Subject to adjustment pursuant to Section 5.17(b2.5(c): (i) the total number of shares of Company FMS Common Stock to be converted into the right to receive Cash Consideration for such shares (including any such shares subject to the cash portion of a Combination Mixed Election (as defined below)), shall be 40.0742.5% of the number of shares of Company FMS Common Stock outstanding immediately prior to the Effective Time (excluding shares to be cancelled pursuant to Section 1.2(c) and Dissenting Shares2.3(b)) (the "“Cash Conversion Number"”); (ii) the total number of shares of Company FMS Common Stock to be converted into the right to receive Stock Consideration for such shares (including any such shares subject to the stock portion of a Combination Mixed Election) shall be 59.9357.5% of the number of shares of Company FMS Common Stock outstanding immediately prior to the Effective Time (excluding shares to be cancelled pursuant to Section 1.2(c) and Dissenting Shares2.3(b)) (the "“Stock Conversion Number"”); and (iii) the maximum number of shares of Purchaser Bancorp Common Stock which may be issued as Stock Consideration will be equal to the Exchange Ratio multiplied by the Stock Conversion Number and the maximum amount of cash which will be paid as Cash Consideration will be equal to the Cash Consideration multiplied by Cash Conversion Number.

Maximum Conversion Numbers. Subject to adjustment pursuant to Section 5.17(b): (i) the The total number of shares of Company Piedmont Common Stock to be converted into the right to receive Cash Consideration for such shares (including any such shares subject to the cash portion of a Combination Mixed Election (as defined below)), shall be 40.0740% of the number of shares of Company Piedmont Common Stock outstanding immediately prior to the Effective Time (excluding shares to be cancelled pursuant to Section 1.2(c1.4(c) and but including Dissenting Shares) (the "“Cash Conversion Number"”); (ii) the total number of shares of Company Piedmont Common Stock to be converted into the right to receive Stock Consideration for such shares (including any such shares subject to the stock portion of a Combination Mixed Election) shall be 59.9360% of the number of shares of Company Piedmont Common Stock outstanding immediately prior to the Effective Time (excluding shares to be cancelled pursuant to Section 1.2(c1.4(c) and but including Dissenting Shares) (the "“Stock Conversion Number"”); and (iii) the maximum number of shares of Purchaser Private Common Stock which may be issued as Stock Consideration will be equal to the Exchange Ratio multiplied by the Stock Conversion Number and the maximum amount of cash which will be paid as Cash Consideration will be equal to the Cash Consideration multiplied by the Cash Conversion Number.