Common use of Conversion of Company Common Stock; Merger Consideration Clause in Contracts

Conversion of Company Common Stock; Merger Consideration. Subject to Sections 1.5(a), 1.6 and 1.7(e), every two issued and outstanding shares of Company Common Stock not held by Parent (including shares of Company Common Stock issued on exercise of the Company Stock Options (as those terms are defined in Section 1.6 below)) shall be converted into the right to receive one validly issued, fully paid and non-assessable share of Parent Common Stock (the “Merger Consideration”), resulting in an exchange ratio of 2:1 (the “Exchange Ratio”). The Merger Consideration on the Effective Date is subject to (i) reduction by operation of sections 7-▇▇▇-▇▇▇ to 7-▇▇▇-▇▇▇ of the CBCA (the “Dissenters’ Rights Statute”); and (ii) increase by such additional shares as may be needed to pay for fractional shares of Company Common Stock under Section 1.7(e) (such additional share number not being determinable until the Effective Date).