MERGER CONSIDERATION; CONVERSION OR CANCELLATION OF SHARES IN THE MERGER Clause Samples

MERGER CONSIDERATION; CONVERSION OR CANCELLATION OF SHARES IN THE MERGER. 4.1 Share Consideration for the Merger; Conversion or Cancellation of Shares in the Merger.

MERGER CONSIDERATION; CONVERSION OR CANCELLATION OF SHARES IN THE MERGER. 4.1 Effect of the Merger on the Shares.

MERGER CONSIDERATION; CONVERSION OR CANCELLATION OF SHARES IN THE MERGER. 4.1 Share Consideration for the Merger; Conversion or Cancellation of Shares in the Merger. At the Effective Time, the manner of converting or canceling shares of the Company and Parent shall be as follows: (a) Conversion of Company Stock. Each share of common stock, $0.0001 par value of the Company ("Company Shares") issued and outstanding immediately prior to the Effective Time (excluding any Company Shares described in Section 4.1(b)), shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive an aggregate amount (the "Exchange Ratio") of validly issued, fully paid and non-assessable shares of common stock, $0.01 par value, of Parent (collectively, "Parent Shares") equal to (i) (A) 12,000,000 divided by (B) the Parent Share Market Value (as hereafter defined) divided by (ii) the aggregate number of issued and outstanding Company Shares immediately prior to the Effective Time; provided, that fractional Parent Shares shall be paid for in accordance with this Section 4.1(a) and Section 4.3. All Company Shares to be converted into Parent Shares pursuant to this Section 4.1(a) shall, by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding, be canceled and cease to exist, and each holder of a certificate representing any such Company Shares shall thereafter cease to have any rights with respect to such Company Shares, except the right to receive for each of the Company Shares, upon the surrender of such certificate in accordance with Section 4.2, the number of Parent Shares specified above and cash in lieu of fractional shares in accordance with the further provisions contained in Section 4.3.

MERGER CONSIDERATION; CONVERSION OR CANCELLATION OF SHARES IN THE MERGER. 3.1. Share Consideration; Conversion or Cancellation of Shares in the Merger Subject to the provisions of this Article III, at the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, the shares of the Constituent Corporations shall be converted as follows: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive 0.23 shares of duly authorized, validly issued, fully paid and non-assessable shares of common stock, par value $0.01 per share (the "Acquiror Common Stock"), of Acquiror (the "Merger Consideration") (such fraction being referred to herein as the "Exchange Ratio"); provided, however, that if the average of the reported closing prices per share of Acquiror Common Stock on the American Stock Exchange, Inc. ("AMEX") for the consecutive 60-trading day period ending two business days before the Effective Date falls below $12.00 per share, then the Exchange Ratio shall be 0.

MERGER CONSIDERATION; CONVERSION OR CANCELLATION OF SHARES IN THE MERGER. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Shares or any shares of capital stock of Purchaser: (a) Capital Stock of Purchaser. Each issued and outstanding share of capital stock of Purchaser shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) Cancellation of Treasury Stock and Parent- and Purchaser-Owned Stock. Each Share that is owned by the Company or by any subsidiary of the Company and each Share owned by Parent or Purchaser shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered in exchange therefor.

MERGER CONSIDERATION; CONVERSION OR CANCELLATION OF SHARES IN THE MERGER. 3.1 Share Consideration for the Merger; Conversion or Cancellation of Shares in the Merger 3 3.2 Exchange of Stock Certificates 4 3.3 No Further Rights or Transfers; Cancellation of Treasury Shares 6 3.4 Stock Options; Restricted Stock 7 3.5 Certain Company Actions 8 3.6 Withholding 8 3.7 No Dissenters Rights 8 3.8 Reservation of Shares 8

MERGER CONSIDERATION; CONVERSION OR CANCELLATION OF SHARES IN THE MERGER. 4.1 Effect of the Merger on the Shares. (a) Conversion of the Company Common Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each Company Common Share issued and outstanding immediately prior to the Effective Time (other than (i) any Company Common Shares held by the Company, which Company Common Shares, by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled and retired and shall cease to exist with no payment being made with respect thereto, (ii) Dissenting Shares (as defined in Section 4.1(c) and (iii) Company Common Shares held by any Subsidiary, which Company Common Shares shall remain outstanding (subject to any recapitalization necessary to maintain the same percentage ownership)), shall be cancelled and retired and shall be converted into the right to receive the Final Merger Price, payable to the holder thereof, without interest thereon, upon surrender of the certificate formerly representing such Company Common Share; provided, however, that the amount payable to any holder of Company Common Shares who is an obligor on an Affiliate Note shall be reduced by the principal amount of such Affiliate Note together with accrued and unpaid interest thereon (the “Reduction Amount”).

MERGER CONSIDERATION; CONVERSION OR CANCELLATION OF SHARES IN THE MERGER 

MERGER CONSIDERATION; CONVERSION OR CANCELLATION OF SHARES IN THE MERGER