Common use of Share Election Clause in Contracts

Share Election. Stockholder hereby agrees to elect to receive Share Consideration in the Offer in respect of all the Stockholder Shares. Stockholder acknowledges and agrees that all shareholders of the Company (including Stockholder) which make Share Elections will have an equal opportunity to receive Share Consideration in the Offer (based on the number of Tendered Shares in respect of which each such holder (including Stockholder) shall have made a Share Election), subject to the limitation that Share Consideration shall be paid in respect of an aggregate of 34,783,758 Tendered Shares. To the extent Share Elections are made in respect of more than 34,783,758 Tendered Shares, each tendering shareholder (including Stockholder) shall receive (x) Cash Consideration in the Offer in respect of such number of Tendered Shares in respect of which such shareholder has made a Share Election equal to (i) the number of Tendered Shares in respect of which such shareholder has made a Share Election minus (ii) the number of Tendered Shares in respect of which such shareholder has made a Share Election multiplied by a fraction, the numerator of which equals 34,783,758 and the denominator of which equals the aggregate number of Tendered Shares for which a Share Election has been made by all tendering shareholders (including Stockholder) and (y) Share Consideration in respect of the remaining portion of the Tendered Shares in respect of which such shareholder has made a Share Election.