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<br />(g) Excess All Cash Elections. If the aggregate amount of cash that would be <br />payable pursuant to All Cash Elections would exceed the Remaining Cash Amount, then: <br /> <br />(i) Each share of Company Common Stock with respect to which an All <br />Stock Election shall have been made shall be converted into the right to receive the AH Stock <br />Amount; and ' <br /> <br />(ii) Each share of Company Common Stock with respect to which an All <br />Cash Election shall have been made shall be converted into the right to receive: <br /> <br />(A) the amount in cash, without interest, equal to the product of <br />(1) the All Cash Amount and (2) a fraction (the "Cash Fraction"), the numerator of <br />which shall be the Remaining Cash Amount and the denominator of which shall be <br />the aggregate amount of cash that would be payable pursuant to All Cash Elections <br />but for the limitation on such amount set forth in Section 2.2( d) above; and <br /> <br />(B) that percentage ofa share of Parent Class A Common Stock <br />equal to the product of (1) the All Stock Amount and (2) a fraction equal to one <br />minus the Cash Fraction. <br /> <br />(h) Excess All Stock Elections. If the aggregate number of shares of Parent Class <br />A Common Stock that would be issuable pursuant to All Stock Elections would exceed the <br />Remaining Parent Shares, then: <br /> <br />(i) Each share of Company Common Stock with respect to which an All <br />Cash Election shall have been made shall be converted into the right to receive the All Cash <br />Amount; and <br /> <br />(ii) Each share of Company Common Stock with respect to which an All <br />Stock Election shall have been made shall be converted into the right to receive: <br /> <br />(A) the number of shares of Parent Class A Common Stock equal <br />to the product of (1) the All Stock Amount and (2) a fraction (the "Stock Fraction"), <br />the numerator of which shall be the Remaining Parent Shares and the denominator <br />of which shall be the aggregate number of shares of Parent Class A Common Stock <br />that would be issuable pursuant to All Stock Elections but for the limitation on such <br />number set forth in Section 2.2(d) above; and <br /> <br />(B) the amount in cash, without interest, equal to the product of <br />(1) the All Cash Amount and (2) a fraction equal to one minus the Stock Fraction. <br /> <br />(i) Exchange Agent. Prior to the mailing of the Proxy Statement, Parent shall <br />appoint First Chicago Trust Company of New York (or if First Chicago Trust Company of New <br />York is unwilling or unable to act or to act upon commercially reasonable terms, any other bank or <br /> <br />ATl/90584-8 <br /> <br />5 <br />