Common use of Share Conversion Clause in Contracts

Share Conversion. Shareholder's right to exchange its PM Shares hereunder shall apply as to all, but not less than all, of the PM Shares. In the event Shareholder has complied with all of the conditions allowing for an exchange pursuant to this Agreement, the closing of any such exchange (the "Closing") shall occur at the offices of APS in Austin, Texas, on such day and at such time as the parties hereto may mutually agree upon, or in the failure to so agree, at 10:00 a.m. Austin, Texas time on the first business day that falls thirty (30) days after the later of (i) the Expiration Date, or (ii) in the event a Lock-Up Period (as hereinafter defined) is imposed pursuant to Section 4 hereof, the day on which such Lock-Up Period ends. For purposes hereof, any additional shares of Syntera stock of any class which Shareholder obtains pursuant to stock dividends, stock splits, reverse stock splits or recapitalizations to which Syntera or the PM Shares are subject after the date this Agreement was originally entered into as first written above shall also be considered to be included in the PM Shares; however, no adjustment or modification will be made to the Exchange Value as a result of any such transaction. At the Closing, Shareholder shall be entitled to receive such shares of APS Common as is determined by dividing Three Hundred Seventy Two Thousand Two Hundred Forty Dollars ($372,240) by the average of the "bid" and "ask" prices for APS Common as quoted by the National Association of Securities Dealers Automated Quotation System at the close of trading on each of the last five (5) business days immediately preceding the Closing Date. At the Closing, Shareholder shall tender its share certificate(s) for all of the PM Shares, duly endorsed in blank, to APS, and shall also provide APS with an executed blank stock power, in form and substance reasonably acceptable to APS, wherein Shareholder represents and warrants to APS (i) that Shareholder has all necessary legal capacity, power and authority to engage in the transactions contemplated hereby, and (ii) that Shareholder owns all interests in and to the PM Shares and that the PM Shares are being transferred to APS free and clear of all liens, claims or encumbrances of any kind whatsoever. The shares of APS Common that Shareholder receives in the exchange are hereinafter referred to as the "New APS Shares." The parties acknowledge and agree that Shareholder shall receive a whole number of shares of APS Common only, and that any fractional share amounts resulting from the foregoing conversion calculation shall be rounded up or down, as the case may be, to the next whole number of shares. APS shall be under no obligation to pay any cash or other amounts with respect to any fractional share amounts, or to issue any fractional share amounts to Shareholder. At the Closing, Shareholder shall either receive a share certificate for all its New APS Shares or, if APS' transfer agent is unable to produce such certificate by the Closing Date, will receive a copy of a registered letter sent from APS to the transfer agent instructing the transfer agent to deliver such certificate in the name of Shareholder directly to Shareholder or Shareholder's designee.

Share Conversion. Shareholder's right to exchange its his PM Shares hereunder shall apply as to all, but not less than all, of the PM Shares. In the event Shareholder has complied with all of the conditions allowing for an exchange pursuant to this Agreement, the closing of any such exchange (the "Closing") shall occur at the offices of APS in Austin, Texas, on such day and at such time as the parties hereto may mutually agree upon, or in the failure to so agree, at 10:00 a.m. Austin, Texas time on the first business day that falls thirty (30) days after the later of (i) the Expiration Date, or (ii) in the event a Lock-Up Period (as hereinafter defined) is imposed pursuant to Section 4 hereof, the day on which such Lock-Up Period ends. .. For purposes hereof, any additional shares of Syntera stock of any class which Shareholder obtains pursuant to stock dividends, stock splits, reverse stock splits or recapitalizations to which Syntera or the PM Shares are subject after the date this Agreement was originally entered into as first written above shall also be considered to be included in the PM Shares; however, no adjustment or modification will be made to the Exchange Value as a result of any such transaction. At the Closing, Shareholder shall be entitled to receive such shares of APS Common as is determined by dividing Three Hundred Seventy Two Thousand Two Hundred Forty Dollars ($372,240) the Exchange Value by the average of the "bid" and "ask" prices for APS Common as quoted by the National Association of Securities Dealers Automated Quotation System at the close of trading on each of the last five (5) business days immediately preceding the Closing Date. At the Closing, Shareholder shall tender its his share certificate(s) for all of the PM Shares, duly endorsed in blank, to APS, and shall also provide APS with an executed blank stock power, in form and substance reasonably acceptable to APS, wherein Shareholder represents and warrants to APS (i) that Shareholder has all necessary legal capacity, power and authority to engage in the transactions contemplated hereby, and (ii) that Shareholder owns all interests in and to the PM Shares and that the PM Shares are being transferred to APS free and clear of all liens, claims or encumbrances of any kind whatsoever. The shares of APS Common that Shareholder receives in the exchange are hereinafter referred to as the "New APS Shares." The parties acknowledge and agree that Shareholder shall receive a whole number of shares of APS Common only, and that any fractional share amounts resulting from the foregoing conversion calculation shall be rounded up or down, as the case may be, to the next whole number of shares. APS shall be under no obligation to pay any cash or other amounts with respect to any fractional share amounts, or to issue any fractional share amounts to Shareholder. At the Closing, Shareholder shall either receive a share certificate for all its New APS Shares or, if APS' transfer agent is unable to produce such certificate by the Closing Date, will receive a copy of a registered letter sent from APS to the transfer agent instructing the transfer agent to deliver such certificate in the name of Shareholder directly to Shareholder or Shareholder's designee.

Share Conversion. (a) Shareholder's right to exchange its PM Shares hereunder shall apply as to all, but not less than all, of the PM Shares which are eligible for exchange as described in this paragraph (a) of Section 3. Assuming Shareholder has complied with all of the conditions allowing for an exchange pursuant to this Agreement, 30,000 of the PM Shares shall be eligible for conversion as provided in this Agreement; and the remaining 40,000 PM Shares, or a portion thereof, will only be eligible for an exchange hereunder in the event there is consummation of a transaction between Practice Management and one or more physicians (or their professional associations) in Bexar County, Texas, save and except for those physicians set forth on Exhibit A attached hereto and incorporated herein for all purposes, whereby each such physician enters into binding and enforceable agreements with Practice Management of the type and nature ordinarily relied upon by Practice Management in its dealings with physicians on or before the Determination Date. In the event that there is a consummation of any such transaction on or before the Determination Date, then the portion of the 40,000 PM Shares which will be eligible for exchange pursuant to this Agreement (assuming compliance with all other conditions provided for in this Agreement) will be determined by multiplying 5,000 by the number of physicians in Bexar County, Texas, save and except for those physicians set forth on Exhibit A attached hereto and incorporated herein for all purposes, consummating such transactions. Notwithstanding the above or any other provision in this Agreement, (i) the Shareholder shall not benefit from, and the above provisions shall not apply to, any such transaction between Practice Management and any of the physicians set forth on Exhibit A attached hereto and (ii) any portion of the 40,000 PM Shares which have not, as of the Determination Date, become eligible for exchange hereunder (pursuant to the above provisions) shall no longer be eligible for exchange under any circumstances. (b) In the event Shareholder has complied with all of the conditions allowing for an exchange pursuant to this Agreement, the closing of any such exchange (the "Closing") shall occur at the offices of APS in Austin, Texas, on such day and at such time as the parties hereto may mutually agree upon, or in the failure to so agree, at 10:00 a.m. Austin, Texas time on the first business day that falls thirty (30) days after the later of (i) the Expiration Date, or (ii) in . The maximum number of PM Shares which Shareholder has the event a Lock-Up Period (as hereinafter defined) is imposed right to exchange pursuant to paragraph (a) of this Section 4 hereof, are hereinafter referred to as the day on which such Lock-Up Period ends"Exchangeable PM Shares"; and the "Gross Exchange Value" for purposes of this Agreement is the gross dollar amount determined by multiplying the Exchangeable PM Shares by $5.00 per share (the "Exchange Value"). For purposes hereof, any additional of determining the number of shares of Syntera stock of APS Common which may be received upon any class which Shareholder obtains pursuant exchange, no consideration will be given to stock dividends, stock splits, reverse stock splits or recapitalizations to which Syntera Practice Management or the PM Shares are subject after the date this Agreement was originally entered into as first written above shall also be considered to be included in the PM Shares; however, no adjustment or modification will be made to the Exchange Value as a result of any such transactionwritten. At the Closing, Shareholder shall be entitled to receive such shares of APS Common as is determined by dividing Three Hundred Seventy Two Thousand Two Hundred Forty Dollars ($372,240) the Gross Exchange Value by the average of the "bid" and "ask" prices for APS Common as quoted by the National Association of Securities Dealers Automated Quotation System at the close of trading on each of the last five (5) business days immediately preceding the Closing Date. . (c) At the Closing, Shareholder shall tender its share certificate(s) for all of the Exchangeable PM Shares, duly endorsed in blank, to APS, and shall also provide APS with an executed blank stock power, in form and substance reasonably acceptable to APS, wherein Shareholder represents and warrants to APS (i) that Shareholder has all necessary legal capacity, power and authority to engage in the transactions contemplated hereby, and (ii) that Shareholder owns all interests in and to the Exchangeable PM Shares and that the Exchangeable PM Shares are being transferred to APS free and clear of all liens, claims or encumbrances of any kind whatsoever. The shares of APS Common that Shareholder receives in the exchange are hereinafter referred to as the "New APS Shares." The parties acknowledge and agree that Shareholder shall receive a whole number of shares of APS Common only, and that any fractional share amounts resulting from the foregoing conversion calculation shall be rounded up or down, as the case may be, to the next whole number of shares. APS shall be under no obligation to pay any cash or other amounts with respect to any fractional share amounts, or to issue any fractional share amounts to Shareholder. At the Closing, Shareholder shall either receive a share certificate for all its New APS Shares or, if APS' transfer agent is unable to produce such certificate by the Closing Date, will receive a copy of a registered letter sent from APS to the transfer agent instructing the transfer agent to deliver such certificate in the name of Shareholder directly to Shareholder or Shareholder's designee.

Share Conversion. Shareholder's right to exchange its PM Shares hereunder shall apply as to all, but not less than all, of the PM Shares. In the event Shareholder has complied with all of the conditions allowing for an exchange pursuant to this Agreement, the closing of any such exchange (the "Closing") shall occur at the offices of APS in Austin, Texas, on such day and at such time as the parties hereto may mutually agree upon, or in the failure to so agree, at 10:00 a.m. Austin, Texas time on the first business day that falls thirty (30) days after the later of (i) the Expiration Date, or (ii) in the event a Lock-Up Period (as hereinafter defined) is imposed pursuant to Section 4 hereof, the day on which such Lock-Up Period ends. For purposes hereof, any additional shares of Syntera stock of any class which Shareholder obtains pursuant to stock dividends, stock splits, reverse stock splits or recapitalizations to which Syntera or the PM Shares are subject after the date this Agreement was originally entered into as first written above shall also be considered to be included in the PM Shares; however, no adjustment or modification will be made to the Exchange Value as a result of any such transaction. At the Closing, Shareholder shall be entitled to receive such shares of APS Common as is determined by dividing Three Hundred Seventy Two Thousand Two Hundred Forty Dollars ($372,240) the Exchange Value by the average of the "bid" and "ask" prices for APS Common as quoted by the National Association of Securities Dealers Automated Quotation System at the close of trading on each of the last five (5) business days immediately preceding the Closing Date. At the Closing, Shareholder shall tender its share certificate(s) for all of the PM Shares, duly endorsed in blank, to APS, and shall also provide APS with an executed blank stock power, in form and substance reasonably acceptable to APS, wherein Shareholder represents and warrants to APS (i) that Shareholder has all necessary legal capacity, power and authority to engage in the transactions contemplated hereby, and (ii) that Shareholder owns all interests in and to the PM Shares and that the PM Shares are being transferred to APS free and clear of all liens, claims or encumbrances of any kind whatsoever. The shares of APS Common that Shareholder receives in the exchange are hereinafter referred to as the "New APS Shares." The parties acknowledge and agree that Shareholder shall receive a whole number of shares of APS Common only, and that any fractional share amounts resulting from the foregoing conversion calculation shall be rounded up or down, as the case may be, to the next whole number of shares. APS shall be under no obligation to pay any cash or other amounts with respect to any fractional share amounts, or to issue any fractional share amounts to Shareholder. At the Closing, Shareholder shall either receive a share certificate for all its New APS Shares or, if APS' transfer agent is unable to produce such certificate by the Closing Date, will receive a copy of a registered letter sent from APS to the transfer agent instructing the transfer agent to deliver such certificate in the name of Shareholder directly to Shareholder or Shareholder's designee.