definiens: means a fraction ( x ) the numerator of whichshall be the Maximum Cash Merger Consideration and ( y ) the denominator of which shall be the product of the aggregatenumber of Shares subject to all Cash Merger Elections made by all holders of Shares, multiplied by the Cash MergerConsideration . All Shares subject to a Cash Merger Election, other than Shares converted into the right to receive the CashMerger Consideration in accordance with this Section 3.01(c ), shall be converted into the right to receive the StockMerger Consideration . All prorations resulting from this Section 3.01(c ) shall be applied on a pro rata basis, such that eachCompany stockholder who surrenders Shares subject to a Cash Merger Election bears its proportionate share of theproration, based on the percentage of the total Shares surrendered subject to a10Table of ContentsCash Merger Election that are surrendered by such Company stockholder, and shall be further subject to subparagraph(g ) below, if applicable