Common use of Status and Conversion of Securities Clause in Contracts

Status and Conversion of Securities. At the Effective Time, by virtue of ----------------------------------- the Merger and without any action on the part of the holders thereof: (1) Each share of capital stock of SCC (each an "SCC Share" and, collectively, the "SCC Shares"), which is being held by SCC as treasury shares shall be canceled and retired without any payment therefor. (2) All of the SCC Shares and any and all warrants, options and other rights to acquire SCC Shares (the "SCC Acquisition Rights") outstanding immediately prior to the Effective Time shall be converted, in the aggregate, into the right to receive cash, shares of common stock of AFC (the "AFC Shares") and warrants, options and other rights to acquire AFC Shares (the "AFC Acquisition Rights") as set forth below. The total consideration payable to the holders of SCC Shares (the "SCC Shareholders") for their SCC Shares and to the holders of SCC Acquisition Rights for such SCC Acquisition Rights, subject to adjustment as hereinafter provided, shall equal (i) Sixty Six Million Six Hundred Fifty-One Thousand One Hundred Sixty ThreeDollars ($66,651,163) less (ii) the amount of any Debt (as ---- defined in Paragraph ▇.▇▇.) of SCC or the Subsidiaries which remains unpaid as of the Closing Date less (iii) any investment ---- banking, legal or accounting fees incurred by SCC or the SCC Shareholders in connection with the transactions contemplated herein which are in excess of the amounts required to be paid by SCC as set forth in Paragraph 4.e. below; and less (iv) any other fees and ---- expenses or other transaction costs required to be paid by the SCC Shareholders as provided in Paragraph 18 below or by or any other provision of this Agreement or any other agreement referred to herein the payment of which has not been made or provided for by the SCC Shareholders as of the Closing (the result being referred to as the "Base Purchase Price"); less

Status and Conversion of Securities. 2.1 Status and Conversion of GMC shares. At the Effective Time, by virtue of ----------------------------------- the Merger and without any action on the part of the holders thereof: (1a) Each share of capital stock of SCC (each an "SCC Share" and, collectively, the "SCC Shares"), which is being Any GMC Shares held by SCC GMC as treasury shares shall be canceled cancelled and retired without any payment thereforretired. (2b) All of the SCC Each then outstanding GMC Share remaining (other than GMC Shares and any and all warrants, options to be cancelled in accordance with Section 2.1(a) hereof and other than GMC Shares held by shareholders of GMC who properly exercise dissenters' rights to acquire SCC Shares available under the BCL (the "SCC Acquisition RightsDissenting Shares")) outstanding immediately prior to the Effective Time shall be converted, in the aggregate, converted into the right to receive $18.00 in cash, without interest and a warrant to receive one share of Herley's Common Stock, $.10 par value, in acc▇▇▇▇▇▇▇ with the terms and conditions contained in the form of warrant attached hereto as Exhibit C, which warrant shall lapse, if not earlier exercised, three (3) years from the date of issuance. (c) If, between the date of this Agreement and the Effective Time, the outstanding GMC Shares shall have been changed into a different number of shares of common stock of AFC (the "AFC Shares") and warrants, options and other rights to acquire AFC Shares (the "AFC Acquisition Rights") as set forth below. The total consideration payable to the holders of SCC Shares (the "SCC Shareholders") for their SCC Shares and to the holders of SCC Acquisition Rights for such SCC Acquisition Rights, subject to adjustment as hereinafter provided, shall equal (i) Sixty Six Million Six Hundred Fifty-One Thousand One Hundred Sixty ThreeDollars ($66,651,163) less (ii) the amount or a different class by reason of any Debt (as ---- defined in Paragraph ▇.▇▇.) reclassification, recapitalization, split-up, combination, exchange of SCC shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Subsidiaries which remains unpaid as of the Closing Date less (iii) any investment ---- banking, legal or accounting fees incurred by SCC or the SCC Shareholders in connection with the transactions contemplated herein which are in excess of the amounts required to be paid by SCC as merger price per share set forth in Paragraph 4.eSection 2.1(b) hereof shall be correspondingly adjusted. below; GMC covenants and less (iv) agrees not to take any other fees and ---- expenses or other transaction costs required to be paid by the SCC Shareholders as provided in Paragraph 18 below or by or any other provision of this Agreement or any other agreement action referred to herein in the payment of preceding sentence. (d) Each Dissenting Share as to which has not been made or provided for by a written objection to the SCC Shareholders as Merger is filed in accordance with Section 623 of the Closing (BCL at or prior to the result being vote of GMC shareholders on the Merger taken at the meeting of such shareholders referred to as in Section 1.7 hereof and not withdrawn at or prior to the "Base Purchase Price"time of such vote and which is not voted in favor of the Merger shall not be converted into a right to receive cash and warrants hereunder unless and until the holder shall have effectively withdrawn or lost his right to payment for his GMC Shares under such Section 623, at which time his GMC Shares shall be converted into a right to receive cash and warrants in accordance with Section 2.1(b); less.

Status and Conversion of Securities. (a) At the Effective Time, by virtue without the necessity of ----------------------------------- the Merger and without any action on the part of the holders thereof: Constituent Corporations or PMIC, 100% of the interests held by the Herborium Shareholders immediately prior to the Effective Time (1the “Herborium Interests”) Each share shall be exchanged for 92,282,018 shares of capital stock of SCC post-Merger PMIC authorized and previously unissued Common Stock (each an "SCC Share" and, collectively, the "SCC Shares"“PMIC Stock”), certificates for which is being held by SCC as treasury shares PMIC Stock shall be canceled delivered to the Herborium Shareholders at Closing in exchange for the certificates representing the Herborium Interests, and retired without any payment thereforthe issued and outstanding shares of PMIC Stock shall consist of 108,567,080 shares of PMIC Stock. (2b) All of the SCC Shares and any Any and all warrants, options shares of LW Capital Stock issued and other rights to acquire SCC Shares (the "SCC Acquisition Rights") outstanding immediately prior to the Effective Time shall be convertedconverted into one share of Common Stock of the Surviving Corporation and shall be owned by PMIC. (c) Each of PMIC, the Constituent Corporations and the Original Herborium Shareholders respectively agrees to use its or his best efforts to take all such action as may be necessary or appropriate to effectuate the Merger in accordance with the terms of this Agreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest in the aggregateSurviving Corporation full right, title and possession to all assets, property, rights, privileges, powers and franchises of any of the Constituent Corporations, the officers of the Surviving Corporation are fully authorized in the name of any of the Constituent Corporations to take, and shall take, all such lawful and necessary action. (d) In order to effectuate the securities conversions contemplated by this Section 2.02, and as contemplated by the Plans, all issued and outstanding PMIC Series A Convertible Preferred Shares shall convert into the right to receive cash, 800,000 shares of common stock PMIC Stock. The post-Merger PMIC Stock ownership of AFC (PMIC shall be divided among the "AFC Shares") and warrants, options Herborium Shareholders and other rights to acquire AFC Shares (the "AFC Acquisition Rights") as set forth below. The total consideration payable to the holders categories of SCC Shares (the "SCC Shareholders") for their SCC Shares and to the holders of SCC Acquisition Rights for such SCC Acquisition Rights, subject to adjustment as hereinafter provided, shall equal (i) Sixty Six Million Six Hundred Fifty-One Thousand One Hundred Sixty ThreeDollars ($66,651,163) less (ii) the amount of any Debt (as ---- defined shareholders in Paragraph ▇.▇▇.) of SCC or the Subsidiaries which remains unpaid as of the Closing Date less (iii) any investment ---- banking, legal or accounting fees incurred by SCC or the SCC Shareholders in connection accordance with the transactions contemplated herein which are in excess of the amounts required to be paid by SCC Plans and as set forth in Paragraph 4.e. below; Section 2.02(a) above on Schedule 2.02 annexed hereto. (e) Each of PMIC, the Constituent Corporations, and less (iv) any other fees the Herborium Shareholders shall take all reasonable steps necessary to complete and ---- expenses or other transaction costs required to be paid by satisfy all requirements of the SCC Shareholders United States Securities and Exchange Commission as provided in Paragraph 18 below or by or any other provision a result of this Agreement or any other agreement referred to herein Merger and the payment of which has not been made or provided for by the SCC Shareholders as of the Closing (the result being referred to as the "Base Purchase Price"); lesstransactions contemplated herein.