Common use of Conversion Rates Clause in Contracts

Conversion Rates. On the Effective Date the shares of the Good Ideas Common Stock shall be converted and exchanged into shares of the SAT Common Stock (and warrants and similar rights exercisable with respect to shares of the Good Ideas Common Stock shall become exercisable with respect to shares of the SAT Common Stock) in the following manner: (a) Each issued and outstanding share of the Good Ideas Common Stock shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted and exchanged into .36 of a share of the SAT Common Stock; provided, however, that to the extent any holder of the Good Ideas Common Stock shall be entitled, as a result of the foregoing conversion and exchange, to receive less than a whole share of the SAT Common Stock, then and in any such event: (i) no fractional share and/or fractional interest in a whole share shall be issued and The portion of a share of the SAT Common Stock to be exchanged for each share of the Good Ideas Common Stock was determined by assuming that a share of the SAT Common Stock has a market value of $1.625 per share (which was the closing sales price reported by the American Stock Exchange on February 14, 1997, the last trading date before the date of this Agreement) and that the Good Ideas Minority Stockholder should receive between .25 of a share if the market value of the SAT Common Stock was $2.50 per share and .375 of a share if the market value of the SAT Common Stock was $1.50 per share for each share of the Minority Good Ideas Common Stock. (b) Each outstanding warrant expiring February 16, 1999 (the "Warrant") to purchase shares of the Good Ideas Common Stock shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted and exchanged into a warrant to purchase shares of the Good Ideas Common Stock equal to the number of shares that the holder would have received under Section 4(a) hereof had the warrant been exercised immediately prior to the Effective Date. The exercise price shall be adjusted to the product of $7.50 and a fraction, the numerator of which shall be the number of shares of the Good Ideas Common Stock issuable upon the exercise of the Warrant prior to the Merger and the denominator of which shall be the number of shares of the SAT Common Stock issuable upon the exercise of the Merger Warrant. The expiration date of the Warrant shall not be changed. (c) Anything in this Section 4 to the contrary notwithstanding: (i) Any and all issued shares of the Good Ideas Common Stock owned by Good Ideas and held as treasury stock shall be canceled and retired and no shares of the SAT Common Stock shall be issued with respect thereto; (ii) Any and all issued shares of the Good Ideas Common Stock owned by SAT, except for ten (10) shares, shall be canceled and retired and no shares of the SAT Common Stock shall be issued to SAT with respect thereto; (iii) Upon the issuance of shares of the SAT Common Stock to the Good Ideas Minority Stockholders in exchange for their shares of the Good Ideas Common Stock, there shall be credited to the capital account of SAT an amount equal to $1.625 and, of the amount so credited, the portion thereof in excess of the aggregate par value thereof shall be credited to the capital surplus account; and (iv) Upon the issuance of shares of the SAT Common Stock to the Good Ideas Minority Stockholders all shares of the Good Ideas Common Stock shall be canceled except for the ten (10) shares held by SAT as described in subsection (d)(ii) of this Section 4.

Conversion Rates. On the Effective Date the shares of the Good Ideas Common Stock shall be converted and exchanged into shares of the SAT Common Stock (and warrants and similar rights exercisable with respect to shares of the Good Ideas Common Stock shall become exercisable with respect to shares of the SAT Common Stock) in the following manner: : (a) Each issued and outstanding share of the Good Ideas Common Stock shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted and exchanged into .36 of a share of the SAT Common Stock; provided, however, that to the extent any holder of the Good Ideas Common Stock shall be entitled, as a result of the foregoing conversion and exchange, to receive less than a whole share of the SAT Common Stock, then and in any such event: : (i) no fractional share and/or fractional interest in a whole share shall be issued and (ii) the fractional interest of such holder shall be liquidated for cash equivalent calculated on the basis of the closing sales price of the SAT Common Stock on the Effective Date or on the first day thereafter that such price is available. The portion of a share of the SAT Common Stock to be exchanged for each share of the Good Ideas Common Stock was determined by assuming that a share of the SAT Common Stock has a market value of $1.625 per share (which was the closing sales price reported by the American Stock Exchange on February 14, 1997, the last trading date before the date of this Agreement) and that the Good Ideas Minority Stockholder should receive between .25 of a share if the market value of the SAT Common Stock was $2.50 per share and .375 of a share if the market value of the SAT Common Stock was $1.50 per share for each share of the Minority Good Ideas Common Stock. (b) Each outstanding warrant expiring February 16, 1999 (the "Warrant") to purchase shares of the Good Ideas Common Stock shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted and exchanged into a warrant to purchase shares of the Good Ideas Common Stock equal to the number of shares that the holder would have received under Section 4(a) hereof had the warrant been exercised immediately prior to the Effective Date. The exercise price shall be adjusted to the product of $7.50 and a fraction, the numerator of which shall be the number of shares of the Good Ideas Common Stock issuable upon the exercise of the Warrant prior to the Merger and the denominator of which shall be the number of shares of the SAT Common Stock issuable upon the exercise of the Merger Warrant. The expiration date of the Warrant shall not be changed. (c) Anything in this Section 4 to the contrary notwithstanding: : (i) Any and all issued shares of the Good Ideas Common Stock owned by Good Ideas and held as treasury stock shall be canceled and retired and no shares of the SAT Common Stock shall be issued with respect thereto; ; (ii) Any and all issued shares of the Good Ideas Common Stock owned by SAT, except for ten (10) shares, shall be canceled and retired and no shares of the SAT Common Stock shall be issued to SAT with respect thereto; ; (iii) Upon the issuance of shares of the SAT Common Stock to the Good Ideas Minority Stockholders in exchange for their shares of the Good Ideas Common Stock, there shall be credited to the capital account of SAT an amount equal to $1.625 and, of the amount so credited, the portion thereof in excess of the aggregate par value thereof shall be credited to the capital surplus account; and (iv) Upon the issuance of shares of the SAT Common Stock to the Good Ideas Minority Stockholders all shares of the Good Ideas Common Stock shall be canceled except for the ten (10) shares held by SAT as described in subsection (d)(ii) of this Section and E-4 4.

Conversion Rates. On the Effective Date the shares of the Good Ideas Common Stock shall be converted and exchanged into shares of the SAT Common Stock (and warrants and similar rights exercisable with respect to shares of the Good Ideas Common Stock shall become exercisable with respect to shares of the SAT Common Stock) in the following manner: (a) Each issued and outstanding share of the Good Ideas Common Stock shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted and exchanged into .36 of a share of the SAT Common Stock; provided, however, that to the extent any holder of the Good Ideas Common Stock shall be entitled, as a result of the foregoing conversion and exchange, to receive less than a whole share of the SAT Common Stock, then and in any such event: (i) no fractional share and/or fractional interest in a whole share shall be issued and and (ii) the fractional interest of such holder shall be liquidated for cash equivalent calculated on the basis of the closing sales price of the SAT Common Stock on the Effective Date or on the first day thereafter that such price is available. The portion of a share of the SAT Common Stock to be exchanged for each share of the Good Ideas Common Stock was determined by assuming that a share of the SAT Common Stock has a market value of $1.625 per share (which was the closing sales price reported by the American Stock Exchange on February 14, 1997, the last trading date before the date of this Agreement) and that the Good Ideas Minority Stockholder should receive between .25 of a share if the market value of the SAT Common Stock was $2.50 per share and .375 of a share if the market value of the SAT Common Stock was $1.50 per share for each share of the Minority Good Ideas Common Stock. (b) Each outstanding warrant expiring February 16, 1999 (the "Warrant") to purchase shares of the Good Ideas Common Stock shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted and exchanged into a warrant to purchase shares of the Good Ideas Common Stock equal to the number of shares that the holder would have received under Section 4(a) hereof had the warrant been exercised immediately prior to the Effective Date. The exercise price shall be adjusted to the product of $7.50 and a fraction, the numerator of which shall be the number of shares of the Good Ideas Common Stock issuable upon the exercise of the Warrant prior to the Merger and the denominator of which shall be the number of shares of the SAT Common Stock issuable upon the exercise of the Merger Warrant. The expiration date of the Warrant shall not be changed. (c) Anything in this Section 4 to the contrary notwithstanding: (i) Any and all issued shares of the Good Ideas Common Stock owned by Good Ideas and held as treasury stock shall be canceled and retired and no shares of the SAT Common Stock shall be issued with respect thereto; (ii) Any and all issued shares of the Good Ideas Common Stock owned by SAT, except for ten (10) shares, shall be canceled and retired and no shares of the SAT Common Stock shall be issued to SAT with respect thereto; (iii) Upon the issuance of shares of the SAT Common Stock to the Good Ideas Minority Stockholders in exchange for their shares of the Good Ideas Common Stock, there shall be credited to the capital account of SAT an amount equal to $1.625 and, of the amount so credited, the portion thereof in excess of the aggregate par value thereof shall be credited to the capital surplus account; and (iv) Upon the issuance of shares of the SAT Common Stock to the Good Ideas Minority Stockholders all shares of the Good Ideas Common Stock shall be canceled except for the ten (10) shares held by SAT as described in subsection (d)(ii) of this Section 4.

Conversion Rates. On the Effective Date the shares of the Good Ideas U.S. Drug Common Stock shall be converted and exchanged into shares of the SAT Common Stock (and warrants and similar rights exercisable with respect to shares of the Good Ideas U.S. Drug Common Stock shall become exercisable with respect to shares of the SAT Common Stock) in the following manner: (a) Each issued and outstanding share of the Good Ideas U.S. Drug Common Stock shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted and exchanged into .36 of a share 1.62 shares of the SAT Common Stock; provided, provided however, that to the extent any holder of the Good Ideas U.S. Drug Common Stock shall be entitled, as a result of the foregoing conversion and exchange, to receive less than a whole share of the SAT Common Stock, then and in any such event: (i) no fractional share and/or fractional interest in a whole share shall be issued and and (ii) the fractional interest of such holder shall be liquidated for cash equivalent calculated on the basis of the closing sales price of the SAT Common Stock on the Effective Date or on the first day thereafter that such price is available. The portion number of a share shares of the SAT Common Stock to be exchanged for each share of the Good Ideas U.S. Drug Common Stock was determined by assuming that a share dividing $2.625 (which is the value of the shares of the SAT Common Stock has to be exchanged for a share of the U.S. Drug Common Stock) by an assumed market value price of $1.625 per share (which was the closing sales sale price reported by the American Stock Exchange on February 14, 1997, the last trading date before the date of this Agreement) and that the Good Ideas Minority Stockholder should receive between .25 of a share if the market value of the SAT Common Stock was $2.50 per share and .375 of a share if the market value of the SAT Common Stock was $1.50 per share for each share of the Minority Good Ideas Common Stock). (b) Each outstanding warrant expiring February 16October 13, 1999 1998 (the "Warrant") to purchase shares of the Good Ideas Common Stock shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted and exchanged into a warrant (the "Merger Warrant") to purchase shares of the Good Ideas SAT Common Stock equal to the number of shares that the holder would have received under Section 4(a) hereof had the warrant Warrant been exercised immediately prior to the Effective Date. The exercise price shall be adjusted to the product of $7.50 and a fraction, the numerator of which shall be the number of shares of the Good Ideas U.S. Drug Common Stock issuable upon the exercise of the Warrant prior to the Merger and the denominator of which shall will be the number of shares of the SAT Common Stock issuable upon the exercise of the Merger Warrant. The expiration date of the Warrant shall not be changed. (c) Anything in this Section 4 to the contrary notwithstanding: (i) Any and all issued shares of the Good Ideas U.S. Drug Common Stock owned by Good Ideas U.S. Drug and held as treasury stock shall be canceled cancelled and retired and no shares of the SAT Common Stock shall be issued with respect thereto; (ii) Any and all issued shares of the Good Ideas U.S. Drug Common Stock owned by SAT, except for ten (10) shares, SAT shall be canceled cancelled and retired and no shares of the SAT Common Stock shall be issued to SAT with respect thereto;; and (iii) Upon the issuance of shares of the SAT Common Stock to the Good Ideas U.S. Drug Minority Stockholders in exchange for their shares of the Good Ideas U.S. Drug Common Stock, there shall be credited to the capital account of SAT an amount equal to $1.625 and, of the amount so credited, the portion thereof in excess of the aggregate par value thereof shall be credited to the capital surplus account; and (iv) Upon the issuance of shares of the SAT Common Stock to the Good Ideas Minority Stockholders all shares of the Good Ideas Common Stock shall be canceled except for the ten (10) shares held by SAT as described in subsection (d)(ii) of this Section 4.

Conversion Rates. On the Effective Date the shares of the Good Ideas U.S. Drug Common Stock shall be converted and exchanged into shares of the SAT Common Stock (and warrants and similar rights exercisable with respect to shares of the Good Ideas U.S. Drug Common Stock shall become exercisable with respect to shares of the SAT Common Stock) in the following manner: : (a) Each issued and outstanding share of the Good Ideas U.S. Drug Common Stock shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted and exchanged into .36 of a share 1.62 shares of the SAT Common Stock; provided, provided however, that to the extent any holder of the Good Ideas U.S. Drug Common Stock shall be entitled, as a result of the foregoing conversion and exchange, to receive less than a whole share of the SAT Common Stock, then and in any such event: : (i) no fractional share and/or fractional interest in a whole share shall be issued and (ii) the fractional interest of such holder shall be liquidated for cash equivalent calculated on the basis of the closing sales price of the SAT Common Stock on the Effective Date or on the first day thereafter that such price is available. The portion number of a share shares of the SAT Common Stock to be exchanged for each share of the Good Ideas U.S. Drug Common Stock was determined by assuming that a share dividing $2.625 (which is the value of the shares of the SAT Common Stock has to be exchanged for a share of the U.S. Drug Common Stock) by an assumed market value price of $1.625 per share (which was the closing sales sale price reported by the American Stock Exchange on February 14, 1997, the last trading date before the date of this Agreement) and that the Good Ideas Minority Stockholder should receive between .25 of a share if the market value of the SAT Common Stock was $2.50 per share and .375 of a share if the market value of the SAT Common Stock was $1.50 per share for each share of the Minority Good Ideas Common Stock). (b) Each outstanding warrant expiring February 16October 13, 1999 1998 (the "Warrant") to purchase shares of the Good Ideas Common Stock shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted and exchanged into a warrant (the "Merger Warrant") to purchase shares of the Good Ideas SAT Common Stock equal to the number of shares that the holder would have received under Section 4(a) hereof had the warrant Warrant been exercised immediately prior to the Effective Date. The exercise price shall be adjusted to the product of $7.50 and a fraction, the numerator of which shall be the number of shares of the Good Ideas U.S. Drug Common Stock issuable upon the exercise of the Warrant prior to the Merger and the denominator of which shall will be the number of shares of the SAT Common Stock issuable upon the exercise of the Merger Warrant. The expiration date of the Warrant shall not be changed. (c) Anything in this Section 4 to the contrary notwithstanding: : (i) Any and all issued shares of the Good Ideas U.S. Drug Common Stock owned by Good Ideas U.S. Drug and held as treasury stock shall be canceled cancelled and retired and no shares of the SAT Common Stock shall be issued with respect thereto; ; (ii) Any and all issued shares of the Good Ideas U.S. Drug Common Stock owned by SAT, except for ten (10) shares, SAT shall be canceled cancelled and retired and no shares of the SAT Common Stock shall be issued to SAT with respect thereto; ; and (iii) Upon the issuance of shares of the SAT Common Stock to the Good Ideas U.S. Drug Minority Stockholders in exchange for their shares of the Good Ideas U.S. Drug Common Stock, there shall be credited to the capital account of SAT an amount equal to $1.625 and, of the amount so credited, the portion thereof in excess of the aggregate par value thereof shall be credited to the capital surplus account; and (iv) Upon the issuance of shares of the SAT Common Stock to the Good Ideas Minority Stockholders all shares of the Good Ideas Common Stock shall be canceled except for the ten (10) shares held by SAT as described in subsection (d)(ii) of this Section 4.. E-4