definiens: means a fraction ( x ) thenumerator of which shall be the Maximum Stock Merger Consideration and ( y ) the denominator of which shall be theproduct of the aggregate number of Shares subject to all Stock Merger Elections made by all holders of Shares multipliedby the Stock Merger Consideration . All Shares subject to a Stock Merger Election, other than that number converted intothe right to receive the Stock Merger Consideration in accordance with this Section 3.01(c ), shall be converted into theright to receive the Cash Merger Consideration . All prorations resulting from this Section 3.01(c ) shall be applied on a prorata basis, such that each Company stockholder who surrendered Shares subject to a Stock Merger Election bears itsproportionate share of the proration, based on the percentage of the total Shares surrendered subject to a Stock MergerElection that are surrendered by such Company stockholder, and shall be further subject to subparagraph ( g ) below, ifapplicable