Common use of Conversion of Albemarle First Shares Clause in Contracts

Conversion of Albemarle First Shares. At the Effective Time, by virtue of the Merger and without any action on the part of a holder of Albemarle First Shares: (a) Each Premier Share that is issued and outstanding at the Effective Time shall remain issued and outstanding and shall remain unchanged by the Merger. (b) Subject to Sections 7.1(c), 7.2, 7.3, 7.5 and 7.6, each Albemarle First Share issued and outstanding immediately before the Effective Time shall be converted into, and shall be canceled in exchange for, the right to receive, at the election of the holder thereof: (i) a fraction of a Premier Share equal to “A” divided by “B” where “A” shall equal $15.80 and where “B” shall equal the Premier Average Price (the “Exchange Ratio”); provided, however, that if the Premier Average Price is greater than $24.20, the Exchange Ratio shall be fixed at 0.6529 and if the Premier Average Price is less than $18.20, the Exchange Ratio shall be fixed at 0.8681 (the “Per Share Stock Consideration”); or (ii) cash in the amount of $15.80 (the “Per Share Cash Consideration”). (c) Notwithstanding anything in this Agreement to the contrary, the aggregate amount of cash to be issued to shareholders of Albemarle First in the Merger shall not exceed the Maximum Cash Consideration and shall not be less than the Minimum Cash Consideration; provided, however, Premier, in its sole and absolute discretion, shall have the right to increase the number of Albemarle First Shares exchanged for the Per Share Cash Consideration, so long as the total Per Share Cash Consideration does not exceed the Maximum Cash Consideration.

Conversion of Albemarle First Shares. At the Effective Time, by virtue of the Merger and without any action on the part of a holder of Albemarle First Shares: (a) Each Premier Share that is issued and outstanding at the Effective Time shall remain issued and outstanding and shall remain unchanged by the Merger. (b) Subject to Sections 7.1(c2.1(c), 7.22.2, 7.32.3, 7.5 2.5 and 7.62.6, each Albemarle First Share issued and outstanding immediately before the Effective Time shall be converted into, and shall be canceled in exchange for, the right to receive, at the election of the holder thereof: (i) a fraction of a Premier Share equal to “A” divided by “B” where “A” shall equal $15.80 and where “B” shall equal the Premier Average Price (the “Exchange Ratio”); provided, however, that if the Premier Average Price is greater than $24.20, the Exchange Ratio shall be fixed at 0.6529 and if the Premier Average Price is less than $18.20, the Exchange Ratio shall be fixed at 0.8681 (the “Per Share Stock Consideration”); or (ii) cash in the amount of $15.80 (the “Per Share Cash Consideration”). (c) Notwithstanding anything in this Agreement to the contrary, the aggregate amount of cash to be issued to shareholders of Albemarle First in the Merger shall not exceed the Maximum Cash Consideration and shall not be less than the Minimum Cash Consideration; provided, however, Premier, in its sole and absolute discretion, shall have the right to increase the number of Albemarle First Shares exchanged for the Per Share Cash Consideration, so long as the total Per Share Cash Consideration does not exceed the Maximum Cash Consideration.