Common use of Conversion of Target Shares Clause in Contracts

Conversion of Target Shares. Subject to the provisions of this Article 3, at the Effective Time, by virtue of the Company Merger and without any action on the part of Purchaser, Target, or the shareholders of either of the foregoing, the shares of the constituent corporations shall be converted as follows: (a) Each share of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (b) Each share of Target Common Stock outstanding immediately prior to the Effective Time, other than shares held by Target or with respect to which the holders thereof have perfected dissenters’ rights under Article 13 of the GBCC (the “Dissenting Shares”), shall automatically be converted at the Effective Time into the right to receive its pro rata portion of the Merger Consideration (adjusted proportionately for any stock split, stock dividend, recapitalization, reclassification, or similar transaction that is effected by either Party, or for which a record date occurs). Such shares to be converted are sometimes referred to herein as the “Outstanding Target Shares.” Subject to adjustment as set forth below, each holder of Target Common Stock may elect to receive his or her portion of the Merger Consideration in the form of (i) cash in the amount of $30.00 per share of Target Common Stock, (ii) 1.2 shares of Purchaser Common Stock per share of Target Common Stock, or (iii) a combination of both. The relative proportions of a shareholder’s elected portion of the Merger Consideration represented by cash and shares of Purchaser Common Stock is subject to pro rata adjustment by the Exchange Agent to the extent necessary to effect the issuance of not more than the Maximum Cash Consideration, subject to the following: (i) in the case of holders of Target Common Stock that fail to make a timely election or do not indicate an election, such holders shall receive Stock Consideration; (ii) if the total of elections to receive Cash Consideration does not exceed the Maximum Cash Consideration, holders of Target Common Stock that have elected to receive any portion of their Merger Consideration in cash shall receive a combination of Cash Consideration and Stock Consideration or all Cash Consideration if they have so elected without adjustment; and (iii) if elections to receive Cash Consideration exceed the Maximum Cash Consideration, (A) each holder of Target Common Stock and/or Target Warrants that has elected to receive not more than 25% of his or her Merger Consideration in Cash Consideration shall receive such amount of Cash Consideration elected; and (B) each holder of Target Common Stock and/or Target Warrants that has elected to receive more than 25% of his or her Merger Consideration in Cash Consideration shall receive (1) Cash Consideration equal to 25% of his or her Merger Consideration plus (2) additional Cash Consideration adjusted on a pro rata basis among the holders electing to receive more than 25% of their Merger Consideration in Cash Consideration so that the Maximum Cash Consideration is not exceeded. (c) Notwithstanding any other provision of this Agreement, each holder of Outstanding Target Shares exchanged pursuant to the Company Merger who would otherwise have been entitled to receive a fraction of a share of Purchaser Common Stock (after taking into account all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Purchaser Common Stock multiplied by $25.00. No such holder will be entitled to dividends, voting rights, or any other rights as a shareholder in respect of any fractional shares. (d) Each share of Target Common Stock that is not an Outstanding Target Share as of the Effective Time, including any shares of Target Common Stock owned by Target, shall be canceled without consideration therefor. (e) No Dissenting Shares shall be converted in the Company Merger. All such shares shall be canceled, and the holders thereof shall thereafter have only such rights as are granted to dissenting shareholders under Article 13 of the GBCC; provided, however, that if any such shareholder fails to perfect his or her rights as a dissenting shareholder with respect to his or her Dissenting Shares in accordance with Article 13 of the GBCC or withdraws or loses such holder’s Dissenter’s Rights, such shares held by such shareholder shall be treated the same as all other holders of Target Common Stock who at the Effective Time held Outstanding Target Shares.

Conversion of Target Shares. Subject to the provisions At and as of this Article 3, at the Effective Time, by virtue of the Company Merger --------------------------- (A) each issued and without outstanding Target Share (other than any action on the part of Purchaser, Target, or the shareholders of either of the foregoing, the shares of the constituent corporations Purchaser- owned Shares) shall be converted as follows: (a) Each share of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (b) Each share of Target Common Stock outstanding immediately prior to the Effective Time, other than shares held by Target or with respect to which the holders thereof have perfected dissenters’ rights under Article 13 of the GBCC (the “Dissenting Shares”), shall automatically be converted at the Effective Time into the right to receive its pro rata portion the Per Share Merger Consideration, and all such Target Shares shall no longer be outstanding, shall be canceled and retired, shall cease to exist, and each holder of a certificate representing any such Target Shares shall thereafter cease to have any rights with respect to such Target Shares, except the right to receive the Per Share Merger Consideration for such Target Shares upon the surrender of such certificate in accordance with Section 2(e) below, and (B) each Purchaser-owned Share and each Target Share held in the treasury of the Target or by any Subsidiary of the Target shall be canceled without payment therefor; provided, however, that the Per ----------------- Share Merger Consideration (adjusted proportionately for shall be subject to proportionate adjustment in the event of any stock split, stock dividend, recapitalization, reclassification, dividend or similar transaction that is effected by either Party, or for which a record date occurs)reverse stock split. Such shares No Target Share shall be deemed to be converted are sometimes referred outstanding or to herein have any rights other than those set forth above in this Section 2(d)(v) after the Effective Time. As used herein, the term "Per Share Merger Consideration" shall mean ------------------------------ that number of Purchaser Shares determined by applying to each Target Share an exchange ratio (the "Exchange Ratio") determined as follows: the “Outstanding Exchange -------------- Ratio shall be the quotient of $12.00 divided by the Weighted Average Sales Price of a Purchaser Share as of the Closing Date. Notwithstanding anything in this Section 2(d)(v), no fractional Purchaser Shares shall be issued to holders of Target Shares.” Subject to adjustment as set forth below. In lieu thereof, each holder of Target Common Stock may elect to receive his or her portion of the Merger Consideration in the form of (i) cash in the amount of $30.00 per share shares of Target Common Stock, (ii) 1.2 shares of Purchaser Common Stock per share of Target Common Stock, or (iii) a combination of both. The relative proportions of a shareholder’s elected portion of the Merger Consideration represented by cash and shares of Purchaser Common Stock is subject to pro rata adjustment by the Exchange Agent to the extent necessary to effect the issuance of not more than the Maximum Cash Consideration, subject to the following: (i) in the case of holders of Target Common Stock that fail to make a timely election or do not indicate an election, such holders shall receive Stock Consideration; (ii) if the total of elections to receive Cash Consideration does not exceed the Maximum Cash Consideration, holders of Target Common Stock that have elected to receive any portion of their Merger Consideration in cash shall receive a combination of Cash Consideration and Stock Consideration or all Cash Consideration if they have so elected without adjustment; and (iii) if elections to receive Cash Consideration exceed the Maximum Cash Consideration, (A) each holder of Target Common Stock and/or Target Warrants that has elected to receive not more than 25% of his or her Merger Consideration in Cash Consideration shall receive such amount of Cash Consideration elected; and (B) each holder of Target Common Stock and/or Target Warrants that has elected to receive more than 25% of his or her Merger Consideration in Cash Consideration shall receive (1) Cash Consideration equal to 25% of his or her Merger Consideration plus (2) additional Cash Consideration adjusted on a pro rata basis among the holders electing to receive more than 25% of their Merger Consideration in Cash Consideration so that the Maximum Cash Consideration is not exceeded. (c) Notwithstanding any other provision of this Agreement, each holder of Outstanding Target Shares exchanged pursuant to the Company Merger who would otherwise have been entitled to receive a fraction of a share of Purchaser Common Stock Share (after taking into account all certificates delivered by such holderholder at any one time) shall receive, in lieu thereof, cash (without interest) in receive an amount in cash equal to such fractional part fraction of a share of Purchaser Common Stock Share, multiplied by $25.00. No such holder will be entitled to dividends, voting rights, or any other rights as the Weighted Average Sales Price of a shareholder in respect of any fractional shares. (d) Each share of Target Common Stock that is not an Outstanding Target Purchaser Share as of the Effective TimeClosing Date. "Weighted Average ---------------- Sales Price of a Purchaser Share" means the volume-weighted average sales -------------------------------- price per Purchaser Share as reported by Bloomberg Information Systems, including any shares Inc. during a period consisting of Target Common Stock owned by Target, shall be canceled without consideration therefor. (e) No Dissenting Shares shall be converted in the Company Merger. All such shares shall be canceled, third Nasdaq trading day prior to the date as of which the Weighted Average Sales Price of a Purchaser Share is being determined and the holders thereof shall thereafter have only nineteen (19) consecutive trading days prior to such rights as are granted to dissenting shareholders under Article 13 of day (the GBCC; provided, however, that if any such shareholder fails to perfect his or her rights as a dissenting shareholder with respect to his or her Dissenting Shares in accordance with Article 13 of the GBCC or withdraws or loses such holder’s Dissenter’s Rights, such shares held by such shareholder shall be treated the same as all other holders of Target Common Stock who at the Effective Time held Outstanding Target Shares"Valuation Period")." ----------------

Conversion of Target Shares. Subject to the provisions At and as of this Article 3, at the Effective Time, : (A) each Series A-1 Target Preferred Share (other than any Dissenting Share) held by virtue of the Company Merger and without any action on the part of Purchaser, Target, or the shareholders of either of the foregoing, the shares of the constituent corporations Berger Family 1998 Revocable Trust shall be converted as follows: into the right t▇ ▇▇▇▇ive (ai) Each share of capital stock of Purchaser issued and outstanding immediately prior an amount in cash equal to the Effective Time shall remain issued Series A-1(B) Initial Per Share Consideration (without interest) and outstanding from and after the Effective Time. (bii) Each a conditional amount of cash per share of Target Common Stock outstanding immediately prior equal to the Effective TimeSeries A-1(B) Per Share Escrow Amount, (B) each Series A-1 Target Preferred Share (other than shares any Dissenting Share) held by Target or with respect to which the holders thereof have perfected dissenters’ rights under Article 13 of the GBCC (the “Dissenting Shares”), Telkoor Telecom Ltd. shall automatically be converted at the Effective Time into the right to receive its pro rata portion (i) an amount in cash equal to the Series A-1(T) Initial Per Share Consideration (without interest) and (ii) a conditional amount of cash per share equal to the Series A-1(T) Per Share Escrow Amount, (C) each Series A-2 Target Preferred Share (other than any Dissenting Share) shall be converted into the right to receive (i) an amount in cash equal to the Series A-2 Initial Per Share Consideration (without interest) and (ii) a conditional amount of cash per share equal to the Series A-2 Per Share Escrow Amount, (D) each Series B Target Preferred Share (other than any Dissenting Share) shall be converted into the right to receive (i) an amount in cash equal to the Series B Initial Per Share Consideration (without interest) and (ii) a conditional amount of cash per share equal to the Series B Per Share Escrow Amount, and (E) each Target Common Share (other than any Dissenting Share) shall be converted into the right to receive (i) an amount in cash equal to the Common Initial Per Share Consideration (without interest) and (ii) a conditional amount of cash per share equal to the Common Per Share Escrow Amount; and (Z) each Dissenting Share shall be converted into the right to receive payment from Surviving Corporation with respect thereto in accordance with the provisions of the Merger Delaware General Corporation Law; provided, however, that the Initial Closing Consideration (adjusted proportionately for shall be subject to adjustment pursuant to Section 7.11 below; provided, further, that the Initial Closing Consideration and applicable Per Share Escrow Amounts shall be subject to equitable adjustment in the event of any stock split, stock dividend, recapitalization, reclassificationreverse stock split, or similar transaction that is effected by either Party, or for which a record date occurs). Such shares to be converted are sometimes referred to herein as other change in the “Outstanding Target Shares.” Subject to adjustment as set forth below, each holder number of Target Common Stock may elect to receive his or her portion Shares outstanding. Each Target Stockholder (other than the holders of the Merger Consideration in the form of (iDissenting Shares) cash in the amount of $30.00 per share of Target Common Stock, (ii) 1.2 shares of Purchaser Common Stock per share of Target Common Stock, or (iii) a combination of both. The relative proportions of a shareholder’s elected portion of the Merger Consideration represented by cash and shares of Purchaser Common Stock is subject to pro rata adjustment by the Exchange Agent to the extent necessary to effect the issuance of not more than the Maximum Cash Consideration, subject to the following: (i) in the case of holders of Target Common Stock that fail to make a timely election or do not indicate an election, such holders shall receive Stock Consideration; (ii) if the total of elections to receive Cash Consideration does not exceed the Maximum Cash Consideration, holders of Target Common Stock that have elected to receive any portion of their Merger Consideration in cash shall receive a combination of Cash Consideration and Stock Consideration or all Cash Consideration if they have so elected without adjustment; and (iii) if elections to receive Cash Consideration exceed the Maximum Cash Consideration, (A) each holder of Target Common Stock and/or Target Warrants that has elected to receive not more than 25% of his or her Merger Consideration in Cash Consideration shall receive such amount of Cash Consideration elected; and (B) each holder of Target Common Stock and/or Target Warrants that has elected to receive more than 25% of his or her Merger Consideration in Cash Consideration shall receive (1) Cash Consideration equal to 25% of his or her Merger Consideration plus (2) additional Cash Consideration adjusted on a pro rata basis among the holders electing to receive more than 25% of their Merger Consideration in Cash Consideration so that the Maximum Cash Consideration is not exceeded. (c) Notwithstanding any other provision of this Agreement, each holder of Outstanding Target Shares exchanged pursuant to the Company Merger who would otherwise have been be entitled to receive a fraction of a share of Purchaser the Series A-1(B) Per Share Escrow Amount, Series A-1(T) Per Share Escrow Amount, Series A-2 Per Share Escrow Amount, Series B Per Share Escrow Amount or Common Stock (Per Share Escrow Amount, if any and as the case may be, after taking into account deduction for all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal amounts payable to such fractional part of a share of Purchaser Common Stock multiplied by $25.00Buyer determined pursuant to Section 6. No such holder will be entitled to dividends, voting rights, or any other rights as a shareholder in respect of any fractional shares. (d) Each share of Target Common Stock that is not an Outstanding Target Share as of shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 2.4.5 after the Effective Time, including any shares of Target Common Stock owned by Target, shall be canceled without consideration therefor. (e) No Dissenting Shares shall be converted in the Company Merger. All such shares shall be canceled, and the holders thereof shall thereafter have only such rights as are granted to dissenting shareholders under Article 13 of the GBCC; provided, however, that if any such shareholder fails to perfect his or her rights as a dissenting shareholder with respect to his or her Dissenting Shares in accordance with Article 13 of the GBCC or withdraws or loses such holder’s Dissenter’s Rights, such shares held by such shareholder shall be treated the same as all other holders of Target Common Stock who at the Effective Time held Outstanding Target Shares.

Conversion of Target Shares. Subject to the provisions of this Article 3, at At the Effective Time, Time and by virtue of the Company Merger and without any action on by any of the part of Purchaser, Target, Parties or the shareholders holders of either of the foregoingTarget Shares, the shares of the constituent corporations shall be converted as follows: (ai) Each share of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (b) Each each share of Target Common Stock issued and outstanding immediately prior to the Effective Time, other than shares held by Target or with respect to which the holders thereof have perfected dissenters’ rights under Article 13 of the GBCC (the “Dissenting Shares”), shall automatically be converted at before the Effective Time (other than any Dissenting Share, Parent-owned Share or Target Share held in the treasury of Target) shall be converted into the right to receive its pro rata portion an amount equal to $0.38 in cash, without interest (the “Common Stock Merger Consideration”), (ii) each share of Target Series B Convertible Preferred Stock issued and outstanding immediately before the Effective Time (other than any Dissenting Share, Parent-owned Share or Target Share held in the treasury of Target) shall be converted into the right to receive an amount equal to $0.44 in cash, without interest (together with the Common Stock Merger Consideration, the “Merger Consideration”), (iii) each Dissenting Share shall be converted into the right to receive payment from Surviving Corporation with respect thereto in accordance with the provisions of the DGCL, (iv) each Parent-owned Share issued and outstanding immediately before the Effective Time and each Target Share held in the treasury of Target immediately before the Effective Time shall be cancelled, and (v) Target Shares issued and outstanding immediately before the Effective Time held of record by wholly-owned Subsidiaries of Target shall remain outstanding; provided, however, that the Merger Consideration (adjusted proportionately for shall be subject to equitable adjustment in the event of any stock split, stock dividend, recapitalization, reclassification, reverse stock split or similar transaction that is effected by either Party, other change in the number of outstanding Target Shares (or securities convertible or exchangeable into or exercisable for which a record date occurs). Such shares to be converted are sometimes referred to herein as the “Outstanding Target Shares.” Subject to adjustment as set forth below, each holder of Target Common Stock may elect to receive his or her portion of ) between the Merger Consideration in the form of (i) cash in the amount of $30.00 per share of Target Common Stock, (ii) 1.2 shares of Purchaser Common Stock per share of Target Common Stock, or (iii) a combination of both. The relative proportions of a shareholder’s elected portion of the Merger Consideration represented by cash and shares of Purchaser Common Stock is subject to pro rata adjustment by the Exchange Agent to the extent necessary to effect the issuance of not more than the Maximum Cash Consideration, subject to the following: (i) in the case of holders of Target Common Stock that fail to make a timely election or do not indicate an election, such holders shall receive Stock Consideration; (ii) if the total of elections to receive Cash Consideration does not exceed the Maximum Cash Consideration, holders of Target Common Stock that have elected to receive any portion of their Merger Consideration in cash shall receive a combination of Cash Consideration and Stock Consideration or all Cash Consideration if they have so elected without adjustment; and (iii) if elections to receive Cash Consideration exceed the Maximum Cash Consideration, (A) each holder of Target Common Stock and/or Target Warrants that has elected to receive not more than 25% of his or her Merger Consideration in Cash Consideration shall receive such amount of Cash Consideration elected; and (B) each holder of Target Common Stock and/or Target Warrants that has elected to receive more than 25% of his or her Merger Consideration in Cash Consideration shall receive (1) Cash Consideration equal to 25% of his or her Merger Consideration plus (2) additional Cash Consideration adjusted on a pro rata basis among the holders electing to receive more than 25% of their Merger Consideration in Cash Consideration so that the Maximum Cash Consideration is not exceeded. (c) Notwithstanding any other provision date of this AgreementAgreement and the Effective Time. For the avoidance of doubt, each holder of Outstanding Target Shares exchanged pursuant to the Company Merger who would otherwise have been entitled to receive a fraction of a share of Purchaser Common Stock (after taking into account all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Purchaser Common Stock multiplied by $25.00. No such holder will be entitled to dividends, voting rights, or any other rights as a shareholder in respect of any fractional shares. (d) Each share of Target Common Stock that is not an Outstanding Target Share shall be entitled to the same rights as of the Effective Time, including any whole shares of Target Common Stock owned by Target, shall be canceled without consideration therefor. (e) No Dissenting Shares shall be converted in the Company Merger. All such shares shall be canceled, and the holders thereof shall thereafter have only such rights as are granted to dissenting shareholders under Article 13 of the GBCC; provided, however, that if any such shareholder fails to perfect his or her rights as a dissenting shareholder with respect to his or her Dissenting Shares in accordance with Article 13 of the GBCC or withdraws or loses such holder’s Dissenter’s Rightsconversion into Common Stock Merger Consideration, such shares held by such shareholder shall be treated the same as all other holders provided that a fractional share of Target Common Stock who at shall be converted into a pro rata amount of Common Stock Merger Consideration. No Target Share shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 2.4(e) after the Effective Time held Outstanding Target SharesTime.

Conversion of Target Shares. Subject to the provisions of this Article 3, at the Effective Time, by virtue of the Company Merger At and without any action on the part of Purchaser, Target, or the shareholders of either of the foregoing, the shares of the constituent corporations shall be converted as follows: (a) Each share of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (b) Each share of Target Common Stock outstanding immediately prior to the Effective Time, other than shares held by Target or with respect to which the holders thereof have perfected dissenters’ rights under Article 13 of the GBCC (the “Dissenting Shares”), shall automatically be converted at the Effective Time into the right to receive its pro rata portion of the Merger Consideration (adjusted proportionately for any stock split, stock dividend, recapitalization, reclassification, or similar transaction that is effected by either Party, or for which a record date occurs). Such shares to be converted are sometimes referred to herein as the “Outstanding Target Shares.” Subject to adjustment as set forth below, each holder of Target Common Stock may elect to receive his or her portion of the Merger Consideration in the form of (i) cash in the amount of $30.00 per share of Target Common Stock, (ii) 1.2 shares of Purchaser Common Stock per share of Target Common Stock, or (iii) a combination of both. The relative proportions of a shareholder’s elected portion of the Merger Consideration represented by cash and shares of Purchaser Common Stock is subject to pro rata adjustment by the Exchange Agent to the extent necessary to effect the issuance of not more than the Maximum Cash Consideration, subject to the following: (i) in the case of holders of Target Common Stock that fail to make a timely election or do not indicate an election, such holders shall receive Stock Consideration; (ii) if the total of elections to receive Cash Consideration does not exceed the Maximum Cash Consideration, holders of Target Common Stock that have elected to receive any portion of their Merger Consideration in cash shall receive a combination of Cash Consideration and Stock Consideration or all Cash Consideration if they have so elected without adjustment; and (iii) if elections to receive Cash Consideration exceed the Maximum Cash Consideration, (A) each holder of Target Common Stock and/or Target Warrants that has elected to receive not more than 25% of his or her Merger Consideration in Cash Consideration shall receive such amount of Cash Consideration elected; and (B) each holder of Target Common Stock and/or Target Warrants that has elected to receive more than 25% of his or her Merger Consideration in Cash Consideration shall receive (1) Cash Consideration equal to 25% of his or her Merger Consideration plus (2) additional Cash Consideration adjusted on a pro rata basis among the holders electing to receive more than 25% of their Merger Consideration in Cash Consideration so that the Maximum Cash Consideration is not exceeded. (c) Notwithstanding any other provision of this Agreement, each holder of Outstanding Target Shares exchanged pursuant to the Company Merger who would otherwise have been entitled to receive a fraction of a share of Purchaser Common Stock (after taking into account all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Purchaser Common Stock multiplied by $25.00. No such holder will be entitled to dividends, voting rights, or any other rights as a shareholder in respect of any fractional shares. (d) Each share of Target Common Stock that is not an Outstanding Target Share as of the Effective Time, including (A) each Target Share (other than any shares of Target Common Stock owned by Target, shall be canceled without consideration therefor. (eDissenting Share) No Dissenting Shares shall be converted in into the Company Merger. All such right to receive the number of shares of Buyer Common Stock (or fraction thereof) equal to the Exchange Ratio (the "Merger Consideration") and (B) each Dissenting Share shall be canceled, and converted into the holders thereof shall thereafter have only such rights as are granted right to dissenting shareholders under Article 13 receive payment from the Surviving Corporation with respect thereto in accordance with the provisions of the GBCCNCBCA in an amount equal to the product of (i) the Exchange Ratio and (ii) the Average Closing Price; provided, however, that if the Merger Consideration shall be subject to equitable adjustment in the event, between the date of this Agreement and the Closing Date, the outstanding shares of Target Shares or Buyer Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction. Nothing stated in the immediately preceding sentence shall be construed as providing the holders of Target Shares any preemptive or antidilutive rights other than in the case of a stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, and, except in such shareholder fails case, there shall be no adjustment to perfect his the Merger Consideration, as the case may be, in the event that Buyer issues or her rights as a dissenting shareholder with respect agrees to his issue any shares of Buyer Common Stock between the date hereof and the Closing Date, whether for cash, through option grants, option or her Dissenting warrant exercises, in acquisitions or in other transactions. The shares of Buyer Common Stock issued upon the surrender of Target Shares in accordance with Article 13 the terms hereof (including any cash paid in lieu of the GBCC or withdraws or loses such holder’s Dissenter’s Rights, such fractional shares held by such shareholder of Buyer Common Stock) shall be treated the same as deemed to have been issued in full satisfaction of all other holders of rights pertaining to such Target Common Stock who at Shares. After the Effective Time held Outstanding Time, no Target SharesShare shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 2(f).

Conversion of Target Shares. Subject to the provisions of this Article 3, at the Effective Time, by virtue of the Company Merger and without any action on the part of Purchaser, Target, or the shareholders of either of the foregoing, the shares of the constituent corporations shall be converted as follows: (a) Each share of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (b) Each share of Target Common Stock outstanding immediately prior to the Effective Time, other than Dissenting Shares, shares held by Target Target, State-Restricted Shares or with respect to which the holders thereof have perfected dissenters’ rights under Article 13 of the GBCC (the “Dissenting Cash-Out Shares”), shall automatically be converted at the Effective Time into the right to receive its pro rata portion 0.3727 shares of Purchaser Common Stock (the “Stock Merger Consideration”). Each share of Target Common Stock outstanding immediately prior to the Effective Time that is held by a holder of record of State-Restricted Shares or Cash-Out Shares shall automatically be converted at the Effective Time into the right to receive $6.15 in cash (the “Cash Merger Consideration”), payable by Purchaser. Such shares to be converted are sometimes referred to herein as the “Outstanding Target Shares,” and the shares of Purchaser Common Stock and any cash to be delivered pursuant to this Section 3.1(b) or Section 3.1(c) are referred to as the “Merger Consideration.” The Merger Consideration (will be adjusted proportionately for any stock split, stock dividend, recapitalization, reclassification, or similar transaction that is effected by either Party, or for which a record date occurs). Such shares , prior to the Effective Time, and the 200-share threshold for determining ownership of Cash-Out Shares may be converted are sometimes referred to herein as adjusted by Purchaser if, after deducting payments for fractional shares, Dissenting Shares (assuming a $6.15 per share payment) and State-Restricted Shares from $500,000, the “Outstanding Target Shares.” Subject to adjustment as set forth below, amount of cash payable for Cash-Out Shares at that threshold would not enable each holder of Target Common Stock may elect Cash-Out Shares to receive his or her portion of the cash Merger Consideration in the form for all of their shares. In such a case, Purchaser may either (i) cash in change the amount of $30.00 per 200-share of Target Common Stock, (ii) 1.2 shares of Purchaser Common Stock per share of Target Common Stock, or (iii) a combination of both. The relative proportions of a shareholder’s elected portion of the Merger Consideration represented by cash and shares of Purchaser Common Stock is subject to pro rata adjustment by the Exchange Agent threshold to the extent necessary to effect the issuance highest number of not more than the Maximum Cash Consideration, subject to the following: (i) in the case of shares that would enable all holders of Target Common Stock that fail to make a timely election or do not indicate an election, such holders shall receive Stock Consideration; (ii) if the total of elections to receive Cash Consideration does not exceed the Maximum Cash Consideration, holders with record ownership of Target Common Stock that have elected to receive any portion of their Merger Consideration in cash shall receive a combination of Cash Consideration and Stock Consideration or all Cash Consideration if they have so elected without adjustment; and (iii) if elections below such threshold to receive Cash Merger Consideration exceed the Maximum Cash Consideration, (A) each holder for all of their shares of Target Common Stock and/or Target Warrants that has elected to receive not more than 25% of his or her (ii) deliver Stock Merger Consideration in Cash Consideration shall receive such amount lieu of Cash Consideration elected; and (B) each holder of Target Common Stock and/or Target Warrants that has elected to receive more than 25% of his or her Merger Consideration in Cash Consideration shall receive (1) Cash Consideration equal to 25% all holders of his or her Merger Consideration plus (2) additional Cash Consideration adjusted on a pro rata basis among the holders electing to receive more than 25% of their Merger Consideration in Cash Consideration so that the Maximum Cash Consideration is not exceededCash-Out Shares. (c) Notwithstanding any other provision of this Agreement, each holder of Outstanding Target Shares exchanged pursuant to the Company Merger who would otherwise have been entitled to receive a fraction of a share of Purchaser Common Stock (after taking into account all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Purchaser Common Stock multiplied by $25.006.15. No such holder will be entitled to dividends, voting rights, or any other rights as a shareholder in respect of any fractional shares. (d) Each At the Effective Time, each share of Target Common Stock that is not an Outstanding held by Target Share as of the Effective Time, including any shares of Target Common Stock owned by Target, shall be canceled cancelled without consideration therefor. (e) No Dissenting Shares shall be converted in the Company Merger. All such shares shall be canceled, and the holders thereof shall thereafter have only such rights as are granted to dissenting shareholders under Article 13 Subchapter XIII of the GBCCWBCL; provided, however, that if any such shareholder fails to perfect his his, her or her its rights as a dissenting shareholder with respect to his his, her or her its Dissenting Shares in accordance with Article 13 Subchapter XIII of the GBCC WBCL or withdraws or loses such holder’s Dissenter’s Rights, such shares held by such shareholder shall be treated the same deemed to have been converted into, and become exchangeable for, as all other holders of Target Common Stock who at the Effective Time held Outstanding Target SharesTime, the right to receive the Merger Consideration to which the holder of such shares would have been entitled as of the Effective Time, without interest thereon.

Conversion of Target Shares. Subject to the provisions of this Article 3, at the Effective Time, by virtue of the Company Merger and without any action on the part of Purchaser, Target, or the shareholders of either of the foregoing, the shares of the constituent corporations shall be converted as follows: (a) Each share of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (b) Each share of Target Common Stock outstanding immediately prior to the Effective Time, other than shares held by Target or with respect to which the holders thereof have perfected dissenters’ rights under Article 13 of the GBCC (the “Dissenting Shares”), shall automatically be converted at the Effective Time into the right to receive its pro rata portion of the Merger Consideration (adjusted proportionately for any stock split, stock dividend, recapitalization, reclassification, or similar transaction that is effected by either Party, or for which a record date occurs). Such shares to be converted are sometimes referred to herein as the “Outstanding Target Shares.” Subject to adjustment as set forth below, each Each holder of Target Common Stock may elect to receive his or her portion of the Merger Consideration in the form of (i) cash in the amount of $30.00 63.00 per share of Target Common Stock, (ii) 1.2 2.10 shares of Purchaser Common Stock per share of Target Common Stock, or (iii) a combination of both. The relative proportions of a shareholder’s elected portion of the Merger Consideration represented by cash and shares of Purchaser Common Stock is subject to pro rata adjustment by the Exchange Agent to the extent necessary to effect the issuance of not more than the Maximum Cash proper amounts of Stock Consideration, subject to the following: (i) in the case of holders of Target Common Stock that fail to make a timely election or do not indicate an election, such holders shall receive their pro rata portion of Stock Consideration and Cash Consideration in the following order: a) any remaining available Stock Consideration in the event elections to receive Purchaser Common Stock does not exceed the aggregate number of shares of Stock Consideration, then b) Cash Consideration; (ii) if the total of elections to receive Cash Consideration Purchaser Common Stock plus Purchaser Common Stock to be received by holders of Target Common Stock that fail to make a timely election does not exceed the Maximum Cash aggregate amount of the Stock Consideration, only holders of Target Common Stock that have elected to receive any portion of their Merger Consideration in cash shall receive a combination of Cash Consideration and Stock Consideration or all Cash Consideration if they have so elected without adjustmentadjusted by the Exchange Agent on a pro rata basis (with others receiving only their pro rata portion of the Stock Consideration); and (iii) if elections to receive Cash Consideration shares of Purchaser Common Stock exceed the Maximum Cash aggregate number of shares in the Stock Consideration, (A) each holder only holders of Target Common Stock and/or Target Warrants that has have elected to receive not more than 25% of his or her Merger Consideration in Cash Consideration Purchaser Common Stock shall receive such amount a mix of Cash Consideration elected; and (B) each holder of Target Common Stock and/or Target Warrants that has elected to receive more than 25% of his or her Merger Consideration in Cash Consideration shall receive (1) Cash Consideration equal to 25% of his or her Merger Consideration plus (2) additional Cash Consideration adjusted by the Exchange Agent on a pro rata basis among (with others receiving only their pro rata portion of the holders electing to receive more than 25% of their Merger Consideration in Cash Consideration so that the Maximum Cash Consideration is not exceededConsideration). (c) Notwithstanding any other provision of this Agreement, each holder of Outstanding Target Shares exchanged pursuant to the Company Merger who would otherwise have been entitled to receive a fraction of a share of Purchaser Common Stock (after taking into account all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Purchaser Common Stock multiplied by $25.0063.00. No such holder will be entitled to dividends, voting rights, or any other rights as a shareholder in respect of any fractional shares. (d) Each share of Target Common Stock that is not an Outstanding Target Share as of the Effective Time, including any shares of Target Common Stock owned by Target, shall be canceled without consideration therefor. (e) No Dissenting Shares shall be converted in the Company Merger. All such shares shall be canceled, and the holders thereof shall thereafter have only such rights as are granted to dissenting shareholders under Article 13 of the GBCC; provided, however, that if any such shareholder fails to perfect his or her rights as a dissenting shareholder with respect to his or her Dissenting Shares in accordance with Article 13 of the GBCC or withdraws or loses such holder’s Dissenter’s Rights, such shares held by such shareholder shall be treated the same as all other holders of Target Common Stock who at the Effective Time held Outstanding Target Shares.

Conversion of Target Shares. Subject to the provisions of this Article 3, at the Effective Time, by virtue of the Company Merger At and without any action on the part of Purchaser, Target, or the shareholders of either of the foregoing, the shares of the constituent corporations shall be converted as follows: (a) Each share of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (b) Each share of Target Common Stock outstanding immediately prior to the Effective Time, other than shares held by Target or with respect to which the holders thereof have perfected dissenters’ rights under Article 13 of the GBCC (the “Dissenting Shares”), shall automatically be converted at the Effective Time into the right to receive its pro rata portion of the Merger Consideration (adjusted proportionately for any stock split, stock dividend, recapitalization, reclassification, or similar transaction that is effected by either Party, or for which a record date occurs). Such shares to be converted are sometimes referred to herein as the “Outstanding Target Shares.” Subject to adjustment as set forth below, each holder of Target Common Stock may elect to receive his or her portion of the Merger Consideration in the form of (i) cash in the amount of $30.00 per share of Target Common Stock, (ii) 1.2 shares of Purchaser Common Stock per share of Target Common Stock, or (iii) a combination of both. The relative proportions of a shareholder’s elected portion of the Merger Consideration represented by cash and shares of Purchaser Common Stock is subject to pro rata adjustment by the Exchange Agent to the extent necessary to effect the issuance of not more than the Maximum Cash Consideration, subject to the following: (i) in the case of holders of Target Common Stock that fail to make a timely election or do not indicate an election, such holders shall receive Stock Consideration; (ii) if the total of elections to receive Cash Consideration does not exceed the Maximum Cash Consideration, holders of Target Common Stock that have elected to receive any portion of their Merger Consideration in cash shall receive a combination of Cash Consideration and Stock Consideration or all Cash Consideration if they have so elected without adjustment; and (iii) if elections to receive Cash Consideration exceed the Maximum Cash Consideration, (A) each holder of Target Common Stock and/or Target Warrants that has elected to receive not more than 25% of his or her Merger Consideration in Cash Consideration shall receive such amount of Cash Consideration elected; and (B) each holder of Target Common Stock and/or Target Warrants that has elected to receive more than 25% of his or her Merger Consideration in Cash Consideration shall receive (1) Cash Consideration equal to 25% of his or her Merger Consideration plus (2) additional Cash Consideration adjusted on a pro rata basis among the holders electing to receive more than 25% of their Merger Consideration in Cash Consideration so that the Maximum Cash Consideration is not exceeded. (c) Notwithstanding any other provision of this Agreement, each holder of Outstanding Target Shares exchanged pursuant to the Company Merger who would otherwise have been entitled to receive a fraction of a share of Purchaser Common Stock (after taking into account all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Purchaser Common Stock multiplied by $25.00. No such holder will be entitled to dividends, voting rights, or any other rights as a shareholder in respect of any fractional shares. (d) Each share of Target Common Stock that is not an Outstanding Target Share as of the Effective Time, including --------------------------- each share of Target Stock (other than any Dissenting Shares) shall be converted into the right to receive the Per Share Purchase Price, payable as set forth below, and each Dissenting Share shall be converted into the right to receive payment from the Surviving Corporation with respect thereto in accordance with the provisions of the VSCA. No share of Target Stock shall be deemed to be outstanding or to have any rights other than those set forth in this Section 3.1(b) after the Effective Time. The Per Share Purchase Price (after giving effect to the delivery of the Withheld Cash into the Escrow) shall be paid as follows: (i) For each share of Target Stock held by a Cash/Stock Recipient immediately prior to the Closing such Cash/Stock Recipient shall receive (A) cash in an amount equal to (1) the Cash Portion less the Withheld Cash (such amount, the "Remaining Cash") divided by (2) the number of shares of -------------- Target Stock held by all Target Shareholders and (B) a number of shares of Parent Stock equal to the Stock Portion divided by the number of shares of Target Common Stock owned held by Targetall Target Shareholders immediately prior to the Closing (the aggregate number of such shares of Parent Stock, shall be canceled without consideration thereforthe "Cash/Stock Recipient -------------------- Shares") and (C) additional cash issued in lieu of any fractional shares ------ resulting from the calculation in (B), in accordance with Section 3.5(c). (eii) No Dissenting Shares For each share of Target Stock held by a Stock Recipient immediately prior to the Closing such Stock Recipient shall be converted receive (A) a number of shares of Parent Stock equal to the Stock Portion divided by the total number of shares of Target Stock held by all Target Stockholders immediately prior to the Closing and (B) a number of shares of Parent stock equal to (1) the quotient determined by dividing the Remaining Cash by the Parent Stock Value, which quotient is further divided by (2) the number of shares of Target Stock held by all Target Shareholders immediately prior to the Closing (the aggregate number of all shares of Parent Stock under these clauses (A) and (B), the "Stock ----- Recipient Shares") and (C) additional cash issued in lieu of any fractional ---------------- shares resulting from the Company Merger. All such shares shall be canceledabove calculation, and the holders thereof shall thereafter have only such rights as are granted to dissenting shareholders under Article 13 of the GBCC; provided, however, that if any such shareholder fails to perfect his or her rights as a dissenting shareholder with respect to his or her Dissenting Shares in accordance with Article 13 Section 3.5(c). (iii) For each share of the GBCC Target Stock held by either ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or withdraws or loses such holder’s Dissenter’s Rights▇▇▇▇ ▇▇▇▇▇, such Person shall receive (A) cash in an amount equal to (1) the Remaining Cash less all amounts of cash paid to Target Shareholders pursuant to Sections 3.1(b)(i), divided by (2) the number of shares of Target Stock held by such shareholder shall be treated ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇, collectively, and (B) a number of shares of Parent Stock equal to the same as all other holders quotient obtained by dividing (1) the number of shares comprising the Stock Portion less the Cash/Stock Recipient Shares and the Stock Recipient Shares by (2) the number of shares of Target Common Stock who at the Effective Time held Outstanding Target Sharesby ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇.