Common use of Conversion of Target Shares Clause in Contracts

Conversion of Target Shares. At the Effective Time, each one (1) share of common stock of Target, par value $.0001 per share, issued and outstanding at the Effective Time (each such share being collectively referred to herein as a "Target Share" and collectively the "Target Stock"), shall be automatically converted, by operation of law, into that number of shares of Sonus Common Stock as is equal to one (1) multiplied by a fraction (the "Conversion Ratio"), the numerator of which is the Equity Value divided by three (3), and the denominator of which is 159,250, without any further act on the part of the holder thereof, Target or Sonus. In the event the foregoing calculation and conversion would result in the issuance of a fraction of a share to any Target stockholder, the number of shares of Sonus Common Stock to be issued such Target stockholder in the Merger shall be rounded up to the nearest whole number. No other property, shares, other securities or consideration of any type will be distributed or issued in connection with or as a result of the Merger. At the Effective Time, Acquisition shall assume all of the rights and obligations of Target. All stock certificates issued by Target and representing any Target Shares (each an "Old Target Certificate" and collectively the "Old Target Certificates"), shall be deemed from and after the Effective Time to represent such number of shares of Sonus Common Stock as is equal to the number of Target Shares represented by such Old Target Certificate immediately prior to the Effective Time multiplied by the Conversion Ratio and, upon surrender of any Old Target Certificate by holders thereof to Sonus, such holders shall be entitled to one or more new stock certificates to be issued by Sonus representing such number of shares of Sonus Common Stock (the "Merger Share Certificates").

Conversion of Target Shares. At and as of the Effective Time, each one (1) share of common stock of Target, par value $.0001 per share, issued and outstanding at the Effective Time (each such share being collectively referred to herein as a "Target Share" and collectively the "Target Stock"), shall be automatically converted, by operation of law, into that number of shares of Sonus Common Stock as is equal to one (1) multiplied by a fraction (the "Conversion Ratio"), the numerator of which is the Equity Value divided by three (3), and the denominator of which is 159,250, without any further act action on the part of the holder thereofholders of Target Shares, (A) each Target Common Share (other than any Buyer-owned Shares) shall be converted into the right to receive an amount (the "Target Common Share Merger Consideration") equal to $___ in cash (without interest), (B) each Target Series A Share shall be converted into the right to receive an amount (the "Target Series A Share Merger Consideration") equal to $___ in cash (without interest), (C) each Target Series B Share shall be converted into the right to receive an amount (the "Target Series B Share Merger Consideration") equal to $___ in cash (without interest), (D) each Target Series C Share shall be converted into the right to receive an amount (the "Target Series C Share Merger Consideration") equal to $___ in cash (without interest), Target or Sonus. In and (E) each Buyer-owned Share shall be cancelled and all rights with respect thereto shall cease to exist and no consideration shall be delivered in exchange therefor; provided, however, that the Merger Consideration shall be subject to proportional adjustment in the event the foregoing calculation and conversion would result in the issuance of a fraction of a share to any Target stockholder, the number of shares of Sonus Common Stock to be issued such Target stockholder in the Merger shall be rounded up to the nearest whole number. No other property, shares, other securities or consideration of any type will be distributed stock split, stock dividend, reverse stock split, or issued other change in connection with or as a result of the Merger. At the Effective Time, Acquisition shall assume all of the rights and obligations of Target. All stock certificates issued by Target and representing any Target Shares (each an "Old Target Certificate" and collectively the "Old Target Certificates"), shall be deemed from and after the Effective Time to represent such number of shares of Sonus Common Stock as is equal to the number of Target Shares represented by such Old outstanding occurring between the date hereof and the date of filing of the Articles of Merger. No Target Certificate immediately prior Share shall be deemed to be outstanding or to have any rights (monetary or otherwise) other than those set forth above in this Section 2(d)(v) after the Effective Time multiplied by Time. All accrued dividends on the Conversion Ratio and, upon surrender of any Old Target Certificate by holders thereof to Sonus, such holders Shares shall be entitled to one or more new stock certificates to be issued by Sonus representing such number of shares of Sonus Common Stock (canceled at the "Merger Share Certificates")Effective Time.

Conversion of Target Shares. At and as of the Effective Time, each one (1) share of common stock of Target, par value $.0001 per share, issued and outstanding at the Effective Time (each such share being collectively referred to herein as a "Target Share" and collectively the "Target Stock"), shall be automatically converted, by operation of law, into that number of shares of Sonus Common Stock as is equal to one (1) multiplied by a fraction (the "Conversion Ratio"), the numerator of which is the Equity Value divided by three (3), and the denominator of which is 159,250, without any further act action on the part of the holder thereofholders of Target Shares, (A) each Target Common Share (other than any Buyer-owned Shares) shall be converted into the right to receive an amount (the "Target Common Share Merger Consideration") equal to $2.00 in cash (without interest), (B) each Target Series A Share shall be converted into the right to receive an amount (the "Target Series A Share Merger Consideration") equal to $12.07 in cash (without interest), less any dividend declared or paid on such shares subsequent to the date hereof, (C) each Target Series B Share shall be converted into the right to receive an amount (the "Target Series B Share Merger Consideration") equal to $12.32 in cash (without interest), less any dividend declared or Sonus. In paid on such shares subsequent to the date hereof (D) each Target Series C Share shall be converted into the right to receive an amount (the "Target Series C Share Merger Consideration") equal to $15.08 in cash (without interest), less any dividend declared or paid on such shares subsequent to the date hereof and (E) each Buyer-owned Share shall be cancelled and all rights with respect thereto shall cease to exist and no consideration shall be delivered in exchange therefor; provided, however, that the Merger Consideration shall be subject to proportional adjustment in the event the foregoing calculation and conversion would result in the issuance of a fraction of a share to any Target stockholder, the number of shares of Sonus Common Stock to be issued such Target stockholder in the Merger shall be rounded up to the nearest whole number. No other property, shares, other securities or consideration of any type will be distributed stock split, stock dividend, reverse stock split, or issued other change in connection with or as a result of the Merger. At the Effective Time, Acquisition shall assume all of the rights and obligations of Target. All stock certificates issued by Target and representing any Target Shares (each an "Old Target Certificate" and collectively the "Old Target Certificates"), shall be deemed from and after the Effective Time to represent such number of shares of Sonus Common Stock as is equal to the number of Target Shares represented by such Old outstanding occurring between the date hereof and the date of filing of the Articles of Merger. No Target Certificate immediately prior Share shall be deemed to be outstanding or to have any rights (monetary or otherwise) other than those set forth above in this Section 2(d)(v) after the Effective Time multiplied by Time. All accrued dividends on the Conversion Ratio and, upon surrender of any Old Target Certificate by holders thereof to Sonus, such holders Shares shall be entitled to one or more new stock certificates to be issued by Sonus representing such number of shares of Sonus Common Stock (canceled at the "Merger Share Certificates")Effective Time.

Conversion of Target Shares. At and as of the Effective Time, (A) each one (1) share of common stock of Target, par value $.0001 per share, issued and outstanding at Target Share will be converted into the Effective Time right to receive .571428 Parent Shares (each such share being collectively referred to herein as a "Target Share" and collectively the "Target StockPer Share Merger Consideration"), and all such Target Shares will no longer be outstanding, will be canceled and will cease to exist, and each holder of a certificate representing any such Target Shares will thereafter cease to have any rights with respect to such Target Shares, except the right to receive the Per Share Merger Consideration for each such Target Share to which the holder of such Target Shares is entitled pursuant to Section 2(e) upon the surrender of such certificate in accordance with Section 2(e) (collectively, the "Merger Consideration"); except that the Per Share Merger Consideration shall be automatically convertedsubject to equitable and proportionate adjustment in the event of any stock split, stock dividend or reverse stock split by operation Parent between the date of lawthis Agreement and the Closing Date, into that number of shares of Sonus Common Stock as is equal and (B) each Target Share owned by the Target shall be canceled without payment therefor. No Target Share shall be deemed to one (1be outstanding or to have any rights other than those set forth above in this Section 2(d)(v) multiplied by a fraction (after the "Conversion Ratio"Effective Time. Notwithstanding anything to the contrary in this Section 2(d)(v), the numerator no fractional Parent Shares shall be issued to then former holders of which is the Equity Value divided by three (3), and the denominator of which is 159,250, without any further act on the part of the holder Target Shares. In lieu thereof, each then former holder of a Target or Sonus. In the event the foregoing calculation and conversion Share who would result in the issuance of otherwise have been entitled to receive a fraction of a share to Parent Share (after taking into account all certificates delivered by such then former holder at any Target stockholder, the number of shares of Sonus Common Stock to be issued such Target stockholder one time) shall receive an amount in the Merger shall be rounded up to the nearest whole number. No other property, shares, other securities or consideration of any type will be distributed or issued in connection with or as a result of the Merger. At the Effective Time, Acquisition shall assume all of the rights and obligations of Target. All stock certificates issued by Target and representing any Target Shares (each an "Old Target Certificate" and collectively the "Old Target Certificates"), shall be deemed from and after the Effective Time to represent such number of shares of Sonus Common Stock as is cash equal to the number such fraction of Target Shares represented by such Old Target Certificate immediately prior to the Effective Time a Parent Share multiplied by the Conversion Ratio and, upon surrender of any Old Target Certificate by holders thereof to Sonus, such holders shall be entitled to one or more new stock certificates to be issued by Sonus representing such number of shares of Sonus Common Stock (the "Merger Share Certificates")$14.

Conversion of Target Shares. At and as of the Effective Time, each one , (1A) share Shares of common stock Common Stock held in the treasury of Target, par value $.0001 per share, issued and outstanding at Target immediately prior to the Effective Time (each such share being collectively referred to herein as a "Target Share" and collectively the "Target Stock"), shall be automatically converted, by operation of law, into that number of shares of Sonus Common Stock as is equal to one (1) multiplied by a fraction (the "Conversion Ratio"), the numerator of which is the Equity Value divided by three (3), canceled and the denominator of which is 159,250, extinguished without any further act conversion thereof and no payment shall be made with respect thereto. (B) Each Target Share of each particular class shall be converted automatically and without any action on the part of the holder thereofthereof into the following rights, subject to the subsequent provisions of this Section 2, and shall have no other rights: (1) the right to receive the applicable Fixed Merger Consideration per Target or Sonus. Share of such class set forth on Exhibit C attached hereto; and (2) the right to receive the applicable Contingent Merger Consideration per Target Share of such class set forth on Exhibit C attached hereto. (C) In the event the foregoing calculation and conversion would result in the issuance of a fraction of a share that, subsequent to any Target stockholder, the number of shares of Sonus Common Stock to be issued such Target stockholder in the Merger shall be rounded up to the nearest whole number. No other property, shares, other securities or consideration of any type will be distributed or issued in connection with or as a result of the Merger. At the Effective Time, Acquisition any Target Stockholder causes any Target Share to become a Dissenting Share, the provisions of (B) above shall assume all cease, ab initio, to apply to such Target Share and such Dissenting Share shall thereupon be converted into the right to receive payment from the Surviving Corporation with respect thereto in accordance with the Delaware Corporation Law; provided, that if such Dissenting Share thereafter ceases to be a Dissenting Share, it shall thereupon be deemed to be converted as of the rights and obligations of TargetEffective Time into the right to receive the Merger Consideration for such share, without interest thereon. All stock certificates issued by Target and representing any Target Shares (each an "Old Target Certificate" and collectively the "Old Target Certificates"), No Common Stock or Preferred Stock shall be deemed from and to be outstanding, or to have any rights other than those set forth above in this Section 2(d)(v), after the Effective Time to represent such number of shares of Sonus Common Stock as is equal to the number of Target Shares represented by such Old Target Certificate immediately prior to the Effective Time multiplied by the Conversion Ratio and, upon surrender of any Old Target Certificate by holders thereof to Sonus, such holders shall be entitled to one or more new stock certificates to be issued by Sonus representing such number of shares of Sonus Common Stock (the "Merger Share Certificates")Time.

Conversion of Target Shares. At and as of the Effective Time, each one , (1A) share Target Shares held in the treasury of common stock of Target, par value $.0001 per share, issued and outstanding at the Target immediately prior to the Effective Time (each such share being collectively referred to herein as a "Target Share" and collectively the "Target Stock"), shall be automatically converted, by operation of law, into that number of shares of Sonus Common Stock as is equal to one (1) multiplied by a fraction (the "Conversion Ratio"), the numerator of which is the Equity Value divided by three (3), canceled and the denominator of which is 159,250, extinguished without any further act conversion thereof and no payment shall be made with respect thereto. (B) Each Target Share (other than any Dissenting Share) of each particular class shall be converted automatically and without any action on the part of the holder thereofthereof into the following rights, subject to the subsequent provisions of this Section 1, and shall have no other rights: (i) the right to receive the applicable Closing Stock Consideration per Target or Sonus. In Share as set forth on Exhibit D attached hereto; and (ii) the event right, subject to the foregoing calculation terms and conversion would result conditions of this Agreement, to receive the applicable Escrow Stock Consideration per Target Share as set forth on Exhibit D attached hereto. (C) Each Dissenting Share shall be converted into the right to receive payment from the Surviving Corporation with respect thereto in accordance with the issuance of a fraction of a share to any Target stockholderBCA; provided, that each Dissenting Share which after the number of shares of Sonus Common Stock Effective Time ceases to be issued such Target stockholder in a Dissenting Share shall thereupon be deemed to be converted as of the Effective Time into the right to receive the Merger shall be rounded up to the nearest whole numberConsideration for such share, without interest thereon. No other property, shares, other securities or consideration of any type will be distributed or issued in connection with or as a result of the Merger. At From and after the Effective Time, Acquisition all Target Shares converted in accordance with Section 1D(v)(B) shall assume all no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of the rights and obligations of Target. All stock certificates issued by Target and a certificate representing any such Target Shares (each an "Old Target Certificate" and collectively shall cease to have any rights with respect thereto, except the "Old Target Certificates")right to receive the Merger Consideration, shall be deemed from and after the Effective Time to represent such number of shares of Sonus Common Stock as is equal to the number of Target Shares represented by such Old Target Certificate immediately prior to the Effective Time multiplied by the Conversion Ratio and, upon surrender of without any Old Target Certificate by holders thereof to Sonus, such holders shall be entitled to one or more new stock certificates to be issued by Sonus representing such number of shares of Sonus Common Stock (the "Merger Share Certificates")interest thereon.