Conversion of Securities Exchange of Certificates Clause Samples

Conversion of Securities Exchange of Certificates. Section 2.01. Conversion of Securities 2 Section 2.02. Treatment of Options and Other Equity Awards 3 Section 2.03. No Further Rights; Stock Transfer Books 3 Section 2.04. Exchange of Certificates 4 Section 2.05. Appraisal Rights 5

Conversion of Securities Exchange of Certificates. Section 2.1 Effect on Capital Stock 3 Section 2.2 Certain Adjustments 3 Section 2.3 Dissenting Shares 4 Section 2.4 Exchange of Company Common Stock 4 Section 2.5 Treatment of Stock Plans 7

Conversion of Securities Exchange of Certificates. Section 3.1 Merger Consideration; Conversion and Cancellation of Securities . . . . . . . . . . . . . . . . . . . . . . . . .8 Section 3.2 Exchange of Certificates. . . . . . . . . . . . . . . . . . . .9 Section 3.3 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 3.4

Conversion of Securities Exchange of Certificates. Section 3.1 Merger Consideration; Conversion and Cancellation 8 of Securities Section 3.2 Exchange of Certificates 9 Section 3.3 Closing 12 Section 3.4 Stock Transfer Books 12

Conversion of Securities Exchange of Certificates. Section 2.1 Merger Consideration; Conversion and Cancellation of Securities. The entire Merger Consideration payable with respect to all shares of capital stock of the Company issued and outstanding at the Effective Time and all securities convertible into or exercisable or exchangeable for shares of capital stock of the Company shall be payable as provided below. At the Effective Time, by virtue of the Merger and without any action on the part of the Parent Companies, the Company or their respective stockholders: (a) Subject to the other provisions of this Article II, the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Company Common Stock described in Section 2.l(b) of this Agreement) and the options to acquire the Company Common Stock outstanding immediately prior to the Closing shall be converted into the right to receive the Merger Consideration as follows: (i) with respect to an aggregate 1,563,569 of the issued and outstanding shares of Company Common Stock held by the Major Stockholder as of the Effective Time, the right to receive an aggregate 2,000,000 shares of the Parent Common Stock; (ii) with respect to each of the rest of the issued and outstanding shares of the Company Common Stock held by Company stockholders (including the Major Stockholder) as of the Effective Time other than the shares of Company Common Stock described in clause (i) of this Section 2.1(a), the right to receive an amount in cash equal to the Per Share Amount; (iii) with respect to each of the Company Stock Options outstanding immediately prior to the Effective Time for which an Option Cancellation Agreement has been received, the right to receive an amount of cash (subject to any applicable withholding tax and conditional upon cancellation of such options), equal to the product of (A) the Per Share Amount minus the exercise price per share of such Company Stock Option times (B) the number of shares of Company Common Stock covered by such Company Stock Option; and (iv) with respect to the rest of the Company Stock Options outstanding immediately prior to the Effective Time for which an Option Cancellation Agreement has not been received, each such Company Stock Option shall be converted into and become an option to purchase a number of shares of Parent Common Stock equal to (A) the number of shares of Company Common Stock covered by such Company Stock Option times the Per Share Amount, divided by (B) $8.225. The...

Conversion of Securities Exchange of Certificates. Section 3.1 Conversion of Securities 17 Section 3.2 Exchange of Certificates 18 Section 3.3 Dissenters' Rights 20 Section 3.4 Stock Transfer Books 21 Section 3.5 Company Options, Company Restricted Stock, Company Performance Share Units and Company Phantom Share Awards. 21 ARTICLE IV Representations and Warranties of the Company Section 4.1 Organization and Qualification 23 Section 4.2 Capitalization 23 Section 4.3 Corporate Authority; Approval 26 Section 4.4 No Conflict; Required Filings and Consents 26 Section 4.5 Permits and Licenses; Compliance with Laws 27 Section 4.6 SEC Filings; Financial Statements 28 Section 4.7 No Undisclosed Liabilities 30 Section 4.8 Absence of Certain Changes or Events 30 Section 4.9 Affiliate Transactions 31 Section 4.10 Employee Benefit Plans 31 Section 4.11 Labor Matters 34 Section 4.12 Contracts 35 Section 4.13 Litigation 37 Section 4.14 Environmental Matters 38 Section 4.15 Intellectual Property 38 Section 4.16 Taxes 39 Section 4.17 Insurance 40 Section 4.18 Real Estate 41 Section 4.19 Takeover Statutes 41 Section 4.20 Proxy Statement 42 Section 4.21 Brokers 42 Section 4.22 Opinion of the Financial Advisor 42 Section 4.23 Vote Required 42 Section 4.24 NRC Matters and other Radiological Licenses 42 Section 4.25 Regulation as a Utility 43 Section 4.26 Government Contracts 43 Section 4.27 Foreign Corrupt Practices Act 46 ARTICLE V Representations and Warranties of Parent and Merger Sub Section 5.1 Organization and Qualification 46 Section 5.2 Authority 46 Section 5.3 No Conflict; Required Filings and Consents 47 Section 5.4 Litigation 47 Section 5.5 Ownership of Merger Sub; No Prior Activities 47 Section 5.6 Financing 48 Section 5.7 Brokers 49 Section 5.8 Guarantee 49 Section 5.9 Ownership of Company Common Stock 49 Section 5.10 Information Supplied 49 Section 5.11 Solvency 49 Section 5.12 Foreign Ownership 50 Section 5.13 Parent Ownership of Company Securities 50 Section 5.14 No Other Representations or Warranties 50 ARTICLE VI Covenants Section 6.1 Conduct of Business 51 Section 6.2 Proxy Statement; Company Stockholders Meeting 55 Section 6.3 Access to Information; Confidentiality 56 Section 6.4 No Solicitation of Transactions 57 Section 6.5 Reasonable Best Efforts 61 Section 6.6 Financing 64 Section 6.7 Financing Assistance 66 Section 6.8 Notices of Certain Events 69 Section 6.9 Publicity 69 Section 6.10 Employee Matters 69 Section 6.11 Resignation of Directors 70 Section 6.12 Directors' and Officers' Indemnification and ...

Conversion of Securities Exchange of Certificates. (a) By virtue of the Merger and without any action on the part of Aquagenix, ADI, Merger Corp. or the Selling Shareholders: (i) At the Effective Time, each of the ADI Shares exchanged shall be converted, subject to the provisions of this Section into the right to receive 133.333 Aquagenix Shares and an installment note in the amount of Two Hundred Thousand and No/100 Dollars ($200,000.00) bearing interest at a rate of seven percent (7%) (collectively the "Exchange Price") with such note being payable on January 15, 1997. The aggregate number of Aquagenix Shares to be issued to the Selling Shareholders shall be based on Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) worth of Aquagenix unregistered Common Stock, value based upon the five (5) day trading average closing price of Aquagenix Common Stock immediately prior to Closing, as reported by the National Association of Securities Dealers Automatic Quotation System, National Market System "NASDAQ/NMS"), as quoted by The Wall Street Journal. (ii) At the Effective Time, the Merger Corp. Shares, issued and outstanding immediately prior to the Effective Time, all held and owned by Aquagenix, shall thereafter remain and constitute all of the issued and outstanding shares of capital stock of the Surviving Company. (b) As soon as practicable after the Effective Time, each holder of a certificate that prior thereto represented ADI Shares shall be entitled, upon surrender thereof to Aquagenix in the manner set forth in this Section to receive in exchange therefor, in accordance with this Section a certificate representing an amount of Aquagenix Shares equal to the Exchange Price. Until so surrendered, each such certificate that, prior to the Effective Time, representing the ADI Shares shall be deemed from and after the Effective Time, for all corporate purposes, to evidence ownership of the Aquagenix Shares into which ADI Shares shall have been converted; provided, however, that no dividends with respect to ADI Shares shall be paid until the holders shall furnish certificates therefor, at which time the holder shall be paid the amount of dividends, if any, without interest, which shall theretofore have become payable with respect to the Aquagenix Shares into which such ADI Shares have been converted.

Conversion of Securities Exchange of Certificates. 2.1 Share Consideration; Conversion or Cancellation of Shares in the Merger. Subject to the provisions of this Article II, at the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) Each share of the common stock, $.01 par value, of Merger Sub (the "Merger Sub Common Stock") which is issued and outstanding immediately prior to the Effective Time shall continue to be outstanding; provided that, in the event of the Exercise, the Merger Sub Common Stock shall be converted into one hundred (100) shares of fully paid and non-assessable shares of common stock, $.01 par value, of the Surviving Corporation. (b) Each share of the common stock, $.01 par value, of EFCC (the "EFCC Common Stock"), which is issued and outstanding immediately prior to the Effective Time, except those held by shareholders who validly and properly demand and perfect dissenters' rights under the BCL, shall be converted into the right to receive the following consideration (the "Merger Consideration"): (x) the Cash Consideration (as defined in Section 2.2 below), without interest; and (y) the number (the "Conversion Number") of duly authorized, validly issued, full paid and non-assessable shares of common stock $.001 par value, of Star (the "Star Common Stock"), computed in accordance with Section 2.3 below. Anything contained in this Agreement to the contrary notwithstanding, solely at Star's option, in lieu of the consideration described in clauses (x) and (y) of the immediately preceding sentence, the "Merger Consideration" shall be an amount in cash equal to (A) $7,250,000 divided by (B) the EFCC Share Number (as defined in Section 2.2 below) (the "All Cash Option"). The All Cash Option shall be exercised, if at all, by notice being given by Star to EFCC prior to the mailing of the joint proxy statement referred to in Section 5.1 below. All shares of EFCC Common Stock, and each holder of a certificate representing such shares of EFCC Common Stock, shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.5 without interest. (c) All shares of EFCC Common Stock that are owned by EFCC as treasury stock and any shares of EFCC Common Stock owned by EFCC or any wholly-owned Subsidiary of EFCC shall be cancelled. As used in this Agreement, a "Subsidiary" of any party means any corporation...

Conversion of Securities Exchange of Certificates. 6 4.1. Merger Consideration; Conversion and Cancellation of Securities.................................................. 6 4.2. Exchange of Certificates.................................... 6 4.3.