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All cash and stock elections will be subject to the allocation and proration provisions of the Agreement and Plan of Merger, dated August 24, 2016 (as amended from time to time, the “Merger Agreement”), by and among Berry, Berry Plastics Corporation, Berry Plastics Acquisition Corporation XVI, Berry Plastics Acquisition Corporation XV, LLC and AEP, which are described in the election materials and in the Proxy Statement/Prospectus, dated December 15, 2016, mailed on or about December 16, 2016, to holders of record of AEP common stock as of December 12, 2016 (the “Proxy Statement/Prospectus”).
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The allocation and proration provisions of the Merger Agreement are designed to ensure that, on an aggregate basis, 50% of the shares of AEP common stock outstanding immediately prior to completion of the mergers will receive the Stock Consideration, and the remaining 50% of the shares of AEP common stock outstanding immediately prior to completion of the mergers will receive the Cash Consideration.
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