Common use of Merger Consideration Conversion of Securities Clause in Contracts

Merger Consideration Conversion of Securities. Section 2.1 Closing Date Statements. Not less than three (3) Business Days prior to the Closing Date, the Company shall deliver to Buyer: (a) a statement (the “Closing Date Payment Certificate”), signed by the Chief Financial Officer of the Company, which sets forth, in each case, as of immediately preceding the Closing, the (i) name of each Stockholder of record on the books and records of the Company, (ii) number of shares of Common Stock owned of record by each such Stockholder, (iii) the portion of the Closing Date Payment Amount to be paid to such Stockholder (iv) name of each Option Holder, (v) Per Share Amount, (vi) Aggregate Option Exercise Price, (vii) amount of the Option Payment payable to each Option Holder pursuant to ‎Section 2.5(a) and (viii) number of Fully Diluted Shares; and (b) a statement (the “Closing Date Certificate”), signed by the Chief Financial Officer of the Company, which sets forth the Company’s good faith estimate of (i) the Cash and Cash Equivalents, (ii) the Net Working Capital and the Net Working Capital Adjustment based thereon and (iii) the Company Transaction Expenses (the “Estimated Closing Company Transaction Expenses”) (iv) the Closing Indebtedness on a lender-by-lender basis, where applicable (the “Estimated Closing Indebtedness”), and (v) the amount of the Merger Consideration determined on the basis of the foregoing (the “Estimated Merger Consideration Amount”), in each case prepared (x) as of immediately preceding the Closing and (y) in accordance with and based upon the Accounting Principles. The Stockholders shall be solely responsible for the allocation of the Merger Consideration among the Stockholders and Option Holders as set forth in the Closing Date Payment Certificate and as contemplated by this Agreement, and Buyer shall have no responsibility or liability in respect thereof. Section 2.2 Calculation and Payment of the Merger Consideration.

Merger Consideration Conversion of Securities. Section 2.1 Closing Date Statements. Not less than three (3) Business Days prior to the Closing Date, the Company shall deliver to Buyer: (a) a statement The aggregate Merger consideration shall be Sixty Nine Million ($69,000,000) Dollars (the “Closing Date Payment CertificatePurchase Price”) plus the Adjustment Amount (collectively, the “Merger Consideration”), signed . The amount of cash payable by the Chief Financial Officer of Parent at Closing to the Company, which sets forth, in each case, Previous Equityholders as of immediately preceding hereinafter provided shall be the Closing, the Purchase Price less (i) name the aggregate amount of each Stockholder of record on fees and expenses owed by the books and records Company to the Investment Bankers as a result of the CompanyMerger (the “Investment Banking Fees”), (ii) number of shares of Common Stock owned of record by each such Stockholderthe Escrow Consideration, as defined in Section 5.8 hereof, (iii) the portion Holdback Consideration, as defined in Section 5.9 hereof and (iv) any Indebtedness of the Closing Date Payment Amount Company at Closing, as set forth on Schedule 1.5 delivered in accordance with Section 6.3(j) (collectively, the “Initial Consideration”). Parent shall cause the Investment Banking Fees to be paid in full at the Closing. Parent shall deliver the Escrow Consideration to the Sellers’ Representative at the Closing and the Escrow Consideration shall be paid in accordance with the terms of Section 5.8 and the Escrow Agreement. The Holdback Consideration shall be paid in accordance with Section 5.9. The remaining amount of the Merger Consideration, if any, shall be paid in accordance with Section 5.10(g) hereof. (b) As of the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the holders of any securities of the Merging Corporations: (i) Each share of common stock, par value $0.001 per share, of Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (ii) Each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) held in the treasury of the Company and any shares of Company Common Stock owned by Parent or by any direct or indirect wholly-owned Subsidiary of Parent or the Company (including any shares of Company Common Stock issued by the Company pursuant to a stock option) immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (iii) Subject to Section 1.5(d) hereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 1.5(b)(ii) and other than Dissenting Shares, as hereinafter defined) (the “Company Shares”) shall be converted into (A) the right to receive the Common Stock Closing Consideration as set forth in Section 1.5(c) hereof, (B) the contingent, uncertificated right to receive a pro rata share of the Adjustment Amount, if any, (C) the contingent, uncertificated right to receive a pro rata share of the Escrow Consideration, in an amount and upon the terms and conditions prescribed by Section 5.8 hereof and the Escrow Agreement and (D) the contingent, uncertificated right to receive a pro rata share of the Holdback Consideration, in an amount and upon the terms and conditions prescribed by Section 5.9 hereof (collectively, the “Common Stock Merger Consideration”). As of the Effective Time, all such Stockholder shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired, and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Common Stock Merger Consideration as prescribed herein. (iv) name Subject to Section 1.5(d) hereof, no less than ten (10) days prior to the Effective Time each Company Stock Option shall become fully vested and exercisable and at the Effective Time, by virtue of the Merger and without any further action on the part of the Sub, the Company or any holder of any Company Common Stock or any Company Stock Option, each Company Stock Option Holderwith a per share exercise price (with respect to each such option, the “Per Share Exercise Price”) of less than $60.00 (each, a “Cash Value Option”), that is outstanding and unexercised as of the Effective Time shall be cancelled and converted into (A) the right to receive with respect to each share of Common Stock subject to such option an amount of cash, without interest, equal to the Common Stock Closing Consideration minus the applicable Per Share Exercise Price (with respect to each Cash Value Option, the “Option Closing Consideration”), (B) the contingent, uncertificated right to receive a pro rata share of the Adjustment Amount, if any, (C) the contingent, uncertificated right to receive a pro rata share of the Escrow Consideration, in an amount and upon the terms and conditions prescribed by Section 5.8 hereof and the Escrow Agreement and (D) the contingent, uncertificated right to receive a pro rata share of the Holdback Consideration, in an amount and upon the terms and conditions prescribed by Section 5.9 hereof (collectively, the “Option Merger Consideration”). Any and all Company Stock Options that are outstanding and unexercised as of the Effective Time with a Per Share Exercise Price equal to or exceeding $60.00 shall be immediately cancelled and forfeited as of the Effective Time without any liability on the part of the Surviving Corporation. (v) Per Share AmountAll Company Option Plans shall terminate as of the Effective Time and the provisions in any Company Option Plan or any other plan providing for the issuance, transfer or grant of any Company Common Stock or any interest in respect of any capital stock of the Company shall be deleted as of the Effective Time, and the Company shall ensure that following the Effective Time no holder of a Company Stock Option or any participant in any Company Option Plan or any other plan shall have any right thereunder to acquire any Company Common Stock or any capital stock of the Surviving Corporation or any interest in respect of any Company Common Stock or any capital stock of the Surviving Corporation. (vic) Aggregate Option Exercise PriceUpon the Effective Time, subject to the terms of this Agreement, the holders of Company Common Stock and Cash Value Options shall be entitled to receive the following: (viii) with respect to Company Common Stock, the amount of cash equal to the Option Payment payable to each Option Holder pursuant to ‎Section 2.5(a) and (viii) product of the Common Stock Closing Consideration multiplied by the number of Fully Diluted Sharesshares of Company Common Stock represented by such Certificate that have been converted into the right to receive the Common Stock Merger Consideration; and (bii) with respect to Cash Value Options, the amount of cash equal to the product of the applicable Option Closing Consideration multiplied by the number of Cash Value Options represented by such Certificate that have been converted into the right to receive the Option Merger Consideration. (d) Notwithstanding anything in this Agreement to the contrary, if required by the ABCA (but only to the extent required thereby) shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a statement Stockholder (a “Dissenting Stockholder”) who properly exercises dissenters rights thereto in accordance with Article 13 of the ABCA (“Closing Date CertificateDissenting Shares”) shall not be converted as described in Section 1.5(b)(iii) and Section 1.5(b)(iv), signed by but shall be converted into the Chief Financial Officer right to receive payment of the Companyappraised value of such shares in accordance with the provisions of Article 13 of the ABCA, which sets forth until such holder fails to perfect or effectively withdraws or loses such holder’s right to appraisal and payment under the Company’s good faith estimate ABCA. If, after the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or loses such right, the shares of such Dissenting Stockholder shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration, without any interest thereon. The Company shall give Parent (i) prompt notice of any demands received by the Cash Company for appraisal of shares, or any withdrawals of such demands, (which notice shall in no event be given later than two business days after any such demand) and Cash Equivalents, (ii) the Net Working Capital and the Net Working Capital Adjustment based thereon and (iii) the Company Transaction Expenses (the “Estimated Closing Company Transaction Expenses”) (iv) the Closing Indebtedness on a lender-by-lender basis, where applicable (the “Estimated Closing Indebtedness”), and (v) the amount of the Merger Consideration determined on the basis of the foregoing (the “Estimated Merger Consideration Amount”)right to participate in and, in each case prepared (x) as of immediately preceding the Closing Parent’s sole and (y) in accordance exclusive discretion, direct all negotiations and proceedings with and based upon the Accounting Principlesrespect to any such demands. The Stockholders Company shall be solely responsible for not, without the allocation prior written consent of the Merger Consideration among the Stockholders and Option Holders as set forth in the Closing Date Payment Certificate and as contemplated by this AgreementParent, and Buyer shall have no responsibility make any payment with respect to, or liability in respect thereofsettle, offer to settle or otherwise negotiate, any such demands. Section 2.2 Calculation and Payment of the Merger Consideration.