corporate-law legal-terms finance shareholders incorporation
&#39;payable in like kind&#39;? &#39;non-electing&#39; shares?
<blockquote>
  <p>each share of Series B Preferred Stock shall, by virtue of such
  transaction and on the same terms as apply to the holders of Common
  Stock, be converted into or exchanged for the aggregate amount of
  shares, securities, cash or other property (<strong><em>payable in like kind</em></strong>)
  receivable by a holder of the number of shares of Common Stock into
  which such shares of Series B Preferred Stock could have been
  converted immediately prior to such transaction if such holder of
  Common Stock failed to exercise any rights of election as to the kind
  or amount of shares, securities, cash or other property receivable
  upon such transaction (provided that, if the kind or amount of shares,
  securities, cash or other property receivable upon such transaction is
  not the same for each non-electing share, then the kind and amount of
  shares, securities, cash or other property receivable upon such
  transaction for each non-electing share shall be the kind and amount
  so receivable per share by a plurality of <strong><em>non-electing shares</em></strong>).</p>
</blockquote>

<p>Kindly explain the terms in <strong><em>Bold&amp;Italic</em></strong>.</p>

<p>This excerpt is a little bit hard to parse without knowing what kind of transaction is being referred to, but I will give it a shot.</p>

<p><strong>payable in kind</strong> means paid in property with no easily established monetary value, instead of stock or money or securities. </p>

<p>For example, my uncle was once a shareholder in a wild rice distributor that ceased to be economically viable as a going concern because it couldn't sell its inventory for a reasonable price. So, it wound up its business and dissolved itself. But, rather than selling the warehouse full of wild rice it had left at a fire sale price when the market was weak and distributing cash to its shareholders, it instead, after paying its creditors with the proceeds of all of its cash and assets other than wild rice, made a liquidating distribution in which shareholders received X pounds of rice per share. My uncle's share of the inventory was roughly a UPS Van filled to the brim with wild rice, some of which he kept for personal consumption, some of which he held for sale when the price of wild rice recovered, and some of which he distributed in forty gallon lots to almost everyone in his extended family. My own family's forty gallons lasted us about fifteen or twenty years.</p>

<p><strong>non-electing shares</strong> This contemplates that there can be a transaction in some classes of stock can elect to participate and others may not, such as a partial liquidation of the company. Non-electing shares don't participate in the plan, while electing shares do.</p>

<p>For example, perhaps electing shares get cash but not very much, while non-electing shares get an in kind distribution of the remaining shares.</p>
