Common use of Share Conversion Clause in Contracts

Share Conversion. On the Effective Date, by virtue of the Merger and without any action on the part of the holders thereof: 2.1 each share of common stock, par value $.01 per share, of Target (a "Target Share") (other than any Target Share as to which any shareholder has exercised his or its appraisal rights under Section 23B.13.010, et. seq. of the Washington Business Corporation Act (a "Dissenting Share") or any Target Share that ARIS Corporation (the "Acquiror") owns beneficially (an "Acquiror-owned Share")) shall be converted into the right to receive the following consideration (the "Merger Consideration"): (1) that number of shares of common stock, without par value, of the Acquiror ("Acquiror Shares") equal to the lesser of (x) .3717 or (y) $4.5531, divided by the average of the per share daily closing prices of Acquiror Shares as reported by Nasdaq for each trading day during the period of ten trading days ending [date that is the second trading day prior to the Target Special Meeting] (the "Average Price") (such lesser number of Acquiror Shares being hereinafter referred to as the "Base Share Consideration"), plus (2) an amount in cash equal to the lesser of (x) $1.1150 or (y) the amount (if any) by which $4.5531 exceeds the Share Consideration multiplied by the Average Price (such lesser amount being hereinafter referred to as the "Cash Consideration"); plus (3) an additional number of Acquiror Shares (if a positive number) equal to (x) $4.5531 minus the Base Consideration (as defined below), divided by (y) the Average Price (such additional number of Acquiror Shares (if any) plus the Base Share Consideration being hereinafter referred to as the "Share Consideration"). "Base Consideration" means an amount equal to (x) the Base Share Consideration multiplied by the Average Price, plus (y) the Cash Consideration. At the Effective Time and without any action on the part of the holder, Target Shares held by such holder shall cease to be outstanding and shall constitute only the right to receive without interest, the Merger Consideration multiplied by the number of Target Shares held by such holder and cash in lieu of a fractional share.

Share Conversion. On the Effective Date, by virtue of the Merger and without any action on the part of the holders thereof: 2.1 each share of common stock, par value $.01 per share, of Target (a "Target Share") (other than any Target Share as to which any shareholder has exercised his or its appraisal rights under Section 23B.13.010, et. seq. of the Washington Business Corporation Act (a "Dissenting Share") or any Target Share that ARIS Corporation (the "Acquiror") owns beneficially (an "Acquiror-owned Share")) shall be converted into the right to receive the following consideration (the "Merger Consideration"): (1) that number of shares of common stock, without par value, of the Acquiror ("Acquiror Shares") equal to the lesser of (x) .3717 or (y) $4.5531, divided by the average of the per share daily closing prices of Acquiror Aquiror Shares as reported by Nasdaq for each trading day during the period of ten trading days ending [date that is the second trading day prior to the Target Special Meeting] (the "Average Price") (such lesser number of Acquiror Shares being hereinafter referred to as the "Base Share Consideration"), plus (2) an amount in cash equal to the lesser of (x) $1.1150 1.9513 or (y) the amount (if any) by which $4.5531 exceeds the Share Consideration multiplied by the Average Price (such lesser amount being hereinafter referred to as the "Cash Consideration"); plus (3) an additional number of Acquiror Shares (if a positive number) equal to (x) $4.5531 minus the Base Consideration (as defined below), divided by (y) the Average Price (such additional number of Acquiror Shares (if any) plus the Base Share Consideration being hereinafter referred to as the "Share Consideration"). "Base Consideration" means an amount equal to (x) the Base Share Consideration multiplied by the Average Price, plus (y) the Cash Consideration. At the Effective Time and without any action on the part of the holder, Target Shares held by such holder shall cease to be outstanding and shall constitute only the right to receive without interest, the Merger Consideration multiplied by the number of Target Shares held by such holder and cash in lieu of a fractional share. 2.2 each Dissenting Share shall be converted into the right to receive payment from Acquiror Sub with respect thereto in accordance with the provisions of the Washington Business Corporation Act, and 2.3 each Acquiror-owned Share shall be canceled; provided, however, that the Merger Consideration shall be subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split, or other change in the number of Target Shares outstanding. No Target Share shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 2 after the Effective Time.