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This excerpt taken from the PBG 8-K filed Aug 4, 2009. Cash Proration Factor”) shall be determined by dividing the Cash Election Number by the total number of Cash Electing Shares.
(ii) A number of Cash Electing Shares covered by each stockholder’s Cash Election equal to the product of (x) the Cash Proration Factor and (y) the total number of Cash Electing Shares covered by such Cash Election, such product to be rounded down to the nearest whole number, shall be converted
into the right to receive the Cash Election Price.
(iii) Each Cash Electing Share, other than those shares of Company Stock converted into the right to receive the Cash Election Price in accordance with Section 2.04(b)(ii), shall be converted into the right to receive the Per Share Stock
Consideration as if such shares of Company Stock were not Cash Electing Shares.
(c) If the number of Cash Electing Shares is equal to the Cash Election Number, then each Cash Electing Share shall be converted into the right to receive the Cash Election Price and each other share of Company Stock (other than shares of Company Stock to be canceled
pursuant to Section 2.02(b)) shall be converted into the right to receive the Per Share Stock Consideration.
(d) If the number of Cash Electing Shares is less than the Cash Election Number, then:
(i) Each Cash Electing Share shall be converted into the right to receive the Cash Election Price.
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(ii) The shares of Company Stock as to which a Cash Election is not in effect (excluding shares of Company Stock to be canceled pursuant to Section 2.02(b) and any shares of Company Stock held by
Parent or any of its Subsidiaries) (the “ |
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