Common use of Conversion of Shares and Options Clause in Contracts

Conversion of Shares and Options. At the Effective Time, by virtue of the Merger and the Option Termination Agreements without any further action on the part of any Party or the holder of any of the Company Shares or the holder of any Option: (a) Each Company Share (other than Dissenting Shares) and Option shall be converted, in accordance with the formula set forth in Exhibit C attached hereto, into the right to receive a portion (which may, in the case of some Options, be zero) of the Aggregate Transaction Consideration which shall be payable at any time in which a portion of the Aggregate Transaction Consideration is distributed to the Constituents in accordance with the provisions of this Agreement or the Escrow Agreement (each a “Payment Date”) as follows: (i) to each Company Stockholder for each Company Share held by him, her or it as of the Effective Time (other than Dissenting Shares), an amount of cash or Parent Shares, as the case may be, equal to the Final Revised Cumulative Price minus any amounts previously paid to such Company Stockholder for such Company Share pursuant to this Section 1.5(a); provided, however, that for purposes of this Section 1.5(a)(i), Parent Shares shall be valued using the Share Valuation Method; and (ii) to each holder of an In-the-Money-Option, for each In-the-Money-Option held by such holder, an amount of cash or Parent Shares, as the case may be, equal to the product of (a) the Final Revised Cumulative Price, and (b) the number of Company Shares issuable upon exercise of the In-the-Money-Option held by such holder, minus (y) the aggregate exercise price for such In-the-Money Options, minus (z) any amounts previously paid for such In-the-Money-Options pursuant to this Section 1.5(a) (ignoring any reductions required for tax withholding); provided, however, that for purposes of this Section 1.5(a)(ii), Parent Shares shall be valued using the Share Valuation Method; (b) Whenever cash payments are due by the Parent under this Agreement, Parent shall pay, or such funds shall be released from the Escrow Account and transferred, by wire transfer of immediately available funds to the Constituents, the amount determined in accordance with the preceding provisions of Section 1.5(a). (c) Each share of common stock, $0.01 par value per share of the Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter evidence one share of common stock, $0.01 par value per share, of the Surviving Corporation. (d) No certificates or scrip representing fractional shares of Parent Shares shall be issued as part of any amount of the Aggregate Transaction Consideration that a Constituent has a right to receive. Notwithstanding any other provision of this Agreement, in the event a Constituent would otherwise have been entitled to receive a fraction of a share of Parent Shares such fraction shall be rounded up or down to the nearest whole share. (e) For illustrative purposes only, a spreadsheet prepared by Indemnifying Stockholders showing the calculations for the assumed distributions to each Constituent is set forth on Exhibit D attached hereto.

Conversion of Shares and Options. At (a) Each share of common stock, $.10 par value per share ("Shares" or "Kevl▇▇ ▇▇▇mon Stock"), of Kevl▇▇ ▇▇▇ued and outstanding immediately prior to the Effective Time (other than Shares held by Kevl▇▇ ▇▇ treasury stock, which shall be cancelled) shall, by virtue of the Merger and without any action on the part of any holder thereof, be converted into the right to receive a cash payment in the amount of four dollars and fifty-four cents ($4.54) (the "Merger Consideration"). The Merger Consideration shall be payable upon surrender of the certificates formerly representing Shares in accordance with SECTION 2.2. (b) Each Share held in the treasury of Kevl▇▇ ▇▇▇ediately prior to the Effective Time shall, at the Effective Time, by virtue of the Merger and the Option Termination Agreements without any further action on the part of any Party or the holder of any of the Company Shares or the holder of any Option: (a) Each Company Share (other than Dissenting Shares) Kevl▇▇, ▇▇ cancelled and Option retired and cease to exist and no payment shall be converted, in accordance made with the formula set forth in Exhibit C attached hereto, into the right to receive a portion (which may, in the case of some Options, be zero) of the Aggregate Transaction Consideration which shall be payable at any time in which a portion of the Aggregate Transaction Consideration is distributed to the Constituents in accordance with the provisions of this Agreement or the Escrow Agreement (each a “Payment Date”) as follows: (i) to each Company Stockholder for each Company Share held by him, her or it as of the Effective Time (other than Dissenting Shares), an amount of cash or Parent Shares, as the case may be, equal to the Final Revised Cumulative Price minus any amounts previously paid to such Company Stockholder for such Company Share pursuant to this Section 1.5(a); provided, however, that for purposes of this Section 1.5(a)(i), Parent Shares shall be valued using the Share Valuation Method; and (ii) to each holder of an In-the-Money-Option, for each In-the-Money-Option held by such holder, an amount of cash or Parent Shares, as the case may be, equal to the product of (a) the Final Revised Cumulative Price, and (b) the number of Company Shares issuable upon exercise of the In-the-Money-Option held by such holder, minus (y) the aggregate exercise price for such In-the-Money Options, minus (z) any amounts previously paid for such In-the-Money-Options pursuant to this Section 1.5(a) (ignoring any reductions required for tax withholding); provided, however, that for purposes of this Section 1.5(a)(ii), Parent Shares shall be valued using the Share Valuation Method; (b) Whenever cash payments are due by the Parent under this Agreement, Parent shall pay, or such funds shall be released from the Escrow Account and transferred, by wire transfer of immediately available funds to the Constituents, the amount determined in accordance with the preceding provisions of Section 1.5(a)respect thereto. (c) Each share of common stock, $0.01 par value per share stock of the Merger Sub NEWCO issued and outstanding immediately prior to the Effective Time shall be shall, by virtue of the Merger and without any action on the part of Chel▇▇▇, ▇▇ converted into and thereafter evidence become one fully paid and nonassessable share of common stock, $0.01 par value per share, stock of the Surviving Corporation. (d) No certificates or scrip representing fractional Kevl▇▇ ▇▇▇ll make arrangements with each holder of an option to purchase shares of Parent Shares shall Kevl▇▇ ▇▇▇mon Stock outstanding immediately prior to the Effective Time ("Stock Options") to exercise such options and purchase shares of Common Stock. Such option exercises may be issued as part of any amount accomplished by payment of the Aggregate Transaction Consideration exercise price in Common Stock, including stock acquired upon exercise of such option, valued at the Merger Consideration, with such exercise being contingent upon the conditions to the consummation of the Merger set forth in Article V hereof being satisfied or waived. To the extent that a Constituent has shareholder vote is not required, all stock option plans of Kevl▇▇ ▇▇▇ll terminate as of the Effective Time, and Kevl▇▇ ▇▇▇ll ensure that no holder of an option to purchase Kevl▇▇ ▇▇▇mon Stock shall have any rights under outstanding options or under the relevant stock option plans except to receive the cash payment as a right to receive. Notwithstanding any other provision of this Agreement, in the event a Constituent would otherwise have been stockholder entitled to receive a fraction of a share of Parent Shares such fraction shall be rounded up or down to the nearest whole sharepayment under subsection (a) above. (e) For illustrative purposes only, a spreadsheet prepared by Indemnifying Stockholders showing the calculations for the assumed distributions to each Constituent is set forth on Exhibit D attached hereto.