Common use of Conversion of Target Shares Clause in Contracts

Conversion of Target Shares. At and as of the Effective Time, (A) each Target Share shall be converted into the right to receive an estimated 12,905 shares of Common Stock of the Buyer (the ratio of 12,905 shares of Buyer Common Stock to one Target Share is referred to herein as the "CONVERSION RATIO"), and (B) each converted Target share shall be canceled by the Buyer; PROVIDED, however, that the Conversion Ratio shall be subject to equitable adjustment in the event of any additional pre-merger issuance of common stock, or a stock split, stock dividend, reverse stock split, or other change in the number of Target or Buyer Shares outstanding prior to closing. No Target Share shall be deemed to be outstanding or to have any rights other than those set forth above in this ss.2(d)(v) after the Effective Time. It is understood that the above conversion ratio is merely an estimate based on the estimated number of shares anticipated to be outstanding on the closing date after taking into account all possible dilution from any new stock issuance, convertible security, option, warrant, or any other instrument or contract (excluding this merger agreement) that is convertible into, or could result in the issuance of addition common stock of the Buyer. It is the express intent of the parties that EXISTING TARGET SHAREHOLDERS shall own immediately after the closing date 75% (seventy-five) of the outstanding common stock of the Buyer after taking into account all possible dilution from any pre-merger stock issuance, convertible security, option, warrant, right, or any other instrument or contract (excluding this merger agreement) that is convertible into, or could result in the issuance of, additional common stock of the Buyer; and the estimated "Conversion Ratio" stated above shall be adjusted, if necessary, to effectuate that express intent. It is the express intent of the parties that EXISTING BUYER SHAREHOLDERS shall own immediately after the closing date 25% (twenty-five) of the outstanding common stock of the Buyer after taking into account all possible dilution from any pre-merger stock issuance, convertible security, option, warrant, right, or any other instrument or contract (excluding this merger agreement) that is convertible into, or could result in the issuance of, additional common stock of the Buyer; and the estimated "Conversion Ratio" stated above shall be adjusted, if necessary, to effectuate that express intent.