Common use of Conversion of Company Securities Clause in Contracts

Conversion of Company Securities. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any shares canceled pursuant to Section 2.1(a)(i)) shall be converted into the right to receive (A) $0.9783641 per share in cash, without interest, from the Parent External Adviser (such amount of cash, as may be adjusted pursuant to Section 2.1(a)(iv), the “Cash Consideration”), and (B) 0.44973 (such ratio, as may be adjusted pursuant to Section 2.1(a)(iv), the “Exchange Ratio”) of a validly issued, fully paid and non-assessable share of common stock of Parent, par value $0.001 per share (the “Parent Common Stock”) (and, if applicable, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 2.1(a)(v) and such share of Parent Common Stock and any such cash in lieu of fractional shares, the “Share Consideration”) (the consideration payable in accordance with Section 2.1(a)(ii)(A) and Section 2.1(a)(ii)(B), collectively, the “Merger Consideration”). Each share of Company Common Stock converted into the right to receive the Merger Consideration as provided in this Section 2.1(a)(ii) shall no longer be outstanding and shall be automatically canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock, shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.2, the Merger Consideration. The amount of cash each holder of Company Common Stock is entitled to receive pursuant to this Section 2.1(a)(ii) shall be rounded to the nearest cent, and computed after aggregating all cash amounts for all shares of Company Common Stock held by such holder.

Conversion of Company Securities. Each share At the Closing, Parent shall issue, in respect of all of the issued and outstanding shares of Company Common Stock (excluding any Cancelled Shares) in the aggregate, a number of Parent Common Stock equal to 19.9% of the number of shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time Closing (excluding any such number of shares canceled pursuant to Section 2.1(a)(iof Parent Common Stock, the “Total Stock Consideration”)) . The product of the Total Stock Consideration multiplied by the Parent Per Share Price shall be converted into referred to herein as the right “Total Stock Consideration Value.” On the Determination Date, Parent shall deliver to receive the Company a calculation of the amount by which (A) $0.9783641 per share in cash, without interest, from the Closing Company Net Asset Value exceeds (B) the product of (i) the Total Stock Consideration multiplied by (ii) the Parent External Adviser Per Share NAV (such amount of cash, as may be adjusted pursuant to Section 2.1(a)(iv), the “Aggregate Cash Consideration”), calculated in good faith; provided, that the Parent shall update and (B) 0.44973 (such ratioredeliver the calculation of the Aggregate Cash Consideration, as may be adjusted in the event that the Company delivers to Parent an updated calculation of Closing Company Net Asset Value pursuant to Section 2.1(a)(iv)2.7. For the avoidance of doubt, the “Exchange Ratio”aggregate amount of cash to be paid pursuant to this Section 2.1(a)(ii) shall be an amount equal to the Aggregate Cash Consideration. Each holder of a validly issuedCompany Common Stock shall have the right to elect, fully paid and non-assessable share pursuant to Section 2.3, whether to receive payment for their shares of common stock of Parent, par value $0.001 per share (Company Common Stock in the “Parent Common Stock”) (and, if applicable, cash in lieu of fractional shares form of Parent Common Stock payable or cash, subject to the conditions and limitations set forth in accordance with this Section 2.1(a)(v) and such share of Parent Common Stock and any such cash in lieu of fractional shares, the “Share Consideration”) (the consideration payable in accordance with Section 2.1(a)(ii)(A) and Section 2.1(a)(ii)(B), collectively, the “Merger Consideration”2.1(a)(ii). Each share of Company Common Stock converted into (other than a Cancelled Share) shall be entitled to receive, pursuant to this Section 2.1, either the right Per Share Stock Amount or an amount of cash equal to receive the Merger Consideration as provided Per Share Cash Price. Illustrative examples of the conversion mechanics described in this Section 2.1(a)(ii) shall no longer be outstanding and shall be automatically canceled and shall cease to existare included in Schedule A attached hereto; provided, that, in the event of any conflict between the calculations in Schedule A and the holders language of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock, shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with this Section 2.22.1(a)(ii), the Merger Consideration. The amount language of cash each holder of Company Common Stock is entitled to receive pursuant to this Section 2.1(a)(ii) shall be rounded to the nearest cent, and computed after aggregating all cash amounts for all shares of Company Common Stock held by such holdercontrol.

Conversion of Company Securities. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any shares canceled pursuant to Section 2.1(a)(i)) shall be converted into the right to receive (A) $0.9783641 3.1784 per share in cash, without interest, from the Parent External Adviser interest (such amount of cash, as may be adjusted pursuant to Section 2.1(a)(iv)) or Section 6.19, the “Cash Consideration”), ) and (B) 0.44973 0.4041 (such ratio, as may be adjusted pursuant to Section 2.1(a)(iv), the “Exchange Ratio”) of a validly issued, fully paid and non-assessable share of Parent common stock of Parentstock, par value $0.001 per share (the “Parent Common Stock”) (and, if applicable, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 2.1(a)(v) and such share of Parent Common Stock and any such cash in lieu of fractional shares, the “Share Consideration”) (the consideration payable in accordance with Section 2.1(a)(ii)(A) ), and Section 2.1(a)(ii)(B), collectively, the “Merger Consideration”). Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 2.1(a)(ii) shall no longer be outstanding and shall be automatically canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock, shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.2, the Merger Consideration. The amount of cash each holder of Company Common Stock is entitled to receive pursuant to this Section 2.1(a)(ii) shall be rounded to the nearest cent, and computed after aggregating all cash amounts for all shares of Company Common Stock held by such holder.