Common use of Conversion of Securities Exchange of Certificates Clause in Contracts

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. (a) NATIONAL SHARES. By virtue of the Merger and without any action on the part of AquagenixParent, ADIParent Sub, Merger Corp. National, or the Selling Shareholdersstockholders: (i) At the Effective Time, each of the ADI National Shares, as defined in Section 3.03, issued and outstanding immediately prior to the Effective Time other than any National Shares exchanged to be canceled pursuant to Section 2.02(a)(ii) hereof, shall be converted, subject to the provisions of this Section into the right to receive 133.333 Aquagenix on a pro rata basis a total of [800,000] Parent Shares and an installment note in the amount of Two Hundred Thousand and No/100 Dollars ($200,000.00as set forth on Schedule 2.02(a) 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 Journalhereto. (ii) At the Effective Time, all National Shares held in the Merger Corp. Sharestreasury of National immediately prior to the Effective Time shall be canceled and extinguished at the Effective Time without any conversion thereof and no Parent Shares shall be exchanged with respect thereto. (iii) At the Effective Time, the National Shares issued and outstanding immediately prior to the Effective Time, all held and owned by Aquagenix, Time shall thereafter remain and constitute all of the issued and outstanding shares of capital stock of the Surviving Companycease to exist. (b) As soon as practicable after the Effective Time, each holder of a certificate that prior thereto represented ADI National Shares shall be entitled, upon surrender thereof to Aquagenix Parent in the manner set forth in this Section 2.02(c) hereof, to receive in exchange therefor, in accordance with this Section a certificate representing an amount 2.02(a)(i) hereof and Schedule 2.02(a) hereto, of Aquagenix Parent Shares equal to into which the Exchange PriceNational Shares so surrendered shall have been converted as provided in Section 2.02(a)(i) hereof and Schedule 2.02(a) hereto. Until so surrendered, each such certificate that, prior to the Effective Time, representing the ADI represented National Shares shall be deemed from and after the Effective Time, for all corporate purposes, purposes to evidence ownership solely the right to receive the pro rata share of the Aquagenix Shares Parent Shares, into which ADI such National Shares shall have been converted; providedconverted pursuant to this Section 2.02. (c) At the Effective Time, howeverParent will deliver or cause to be delivered, that no dividends with respect to ADI Shares shall be paid until the holders shall furnish certificates thereforon behalf of Parent Sub, 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 Stockholders' Agent, certificates for the Parent Shares into which such ADI Shares have been convertedeach stockholder has the right to receive pursuant hereto.

Conversion of Securities Exchange of Certificates. (a) NATIONAL SHARES. By virtue of the Merger and without any action on the part of AquagenixParent, ADIParent Sub, Merger Corp. National, or the Selling Shareholdersstockholders: (i) At the Effective Time, each of the ADI National Shares, as defined in Section 3.03, issued and outstanding immediately prior to the Effective Time other than any National Shares exchanged to be canceled pursuant to Section 2.02(a)(ii) hereof, shall be converted, subject to the provisions of this Section into the right to receive 133.333 Aquagenix on a pro rata basis a total of 1,256,022 Parent Shares and an installment note in the amount of Two Hundred Thousand and No/100 Dollars ($200,000.00as set forth on Schedule 2.02(a) 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 Journalhereto. (ii) At the Effective Time, all National Shares held in the Merger Corp. Sharestreasury of National immediately prior to the Effective Time shall be canceled and extinguished at the Effective Time without any conversion thereof and no Parent Shares shall be exchanged with respect thereto. (iii) At the Effective Time, the National Shares issued and outstanding immediately prior to the Effective Time, all held and owned by Aquagenix, Time shall thereafter remain and constitute all of the issued and outstanding shares of capital stock of the Surviving Companycease to exist. (b) As soon as practicable after the Effective Time, each holder of a certificate that prior thereto represented ADI National Shares shall be entitled, upon surrender thereof to Aquagenix Parent in the manner set forth in this Section 2.02(c) hereof, to receive in exchange therefor, in accordance with this Section a certificate representing an amount 2.02(a)(i) hereof and Schedule 2.02(a) hereto, of Aquagenix Parent Shares equal to into which the Exchange PriceNational Shares so surrendered shall have been converted as provided in Section 2.02(a)(i) hereof and Schedule 2.02(a) hereto. Until so surrendered, each such certificate that, prior to the Effective Time, representing the ADI represented National Shares shall be deemed from and after the Effective Time, for all corporate purposes, purposes to evidence ownership solely the right to receive the pro rata share of the Aquagenix Shares Parent Shares, into which ADI such National Shares shall have been converted; providedconverted pursuant to this Section 2.02. (c) At the Effective Time, howeverParent will deliver or cause to be delivered, that no dividends with respect to ADI Shares shall be paid until the holders shall furnish certificates thereforon behalf of Parent Sub, 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 Stockholders' Agent, certificates for the Parent Shares into which such ADI Shares have been convertedeach stockholder has the right to receive pursuant hereto.