Common use of Conversion of Company Shares Clause in Contracts

Conversion of Company Shares. At and as of the Effective Time, (A) each issued and outstanding Company Share (other than any Company Shares owned by Parent, the Parent Subsidiary or the Company) shall be converted into the right to receive 0.445 Parent Shares (the "PER SHARE MERGER CONSIDERATION"), and all such Company Shares shall no longer be outstanding, shall be canceled and shall 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 the Per Share Merger Consideration for each such Company Share and any unpaid dividends and distributions, if any, to which the holder of such Company Shares is entitled pursuant to ss.2(e) upon the surrender of such certificate in accordance with ss.2(e) below (collectively, the "MERGER CONSIDERATION"), provided, however, that the Per Share Merger Consideration shall be subject to proportionate adjustment in the event of any stock split, stock dividend or reverse stock split, and (B) each Company Share owned by Parent, Parent Subsidiary or the Company shall be canceled without payment therefor. No Company Share shall be deemed to be outstanding or to have any rights other than those set forth above in thisss.2(d)(v) after the Effective Time. Notwithstanding anything to the contrary in thisss.2(d)(v), no fractional Parent Shares shall be issued to then former holders of Company Shares. In lieu thereof, each then former holder of a Company Share who would otherwise have been entitled to receive a fraction of a Parent Share (after taking into account all certificates delivered by such then former holder at any one time) shall receive an amount in cash equal to such fraction of a Parent Share multiplied by the Closing Sales Price per Parent Share on the date of the Effective Time.

Conversion of Company Shares. At Subject to Sections 2.02 and as of the Effective Time2.03, (A) each Company Share issued and outstanding Company Share immediately prior to the Effective Time (other than any shares to be canceled or converted into shares of the Surviving Company Shares owned by Parent, the Parent Subsidiary or the Companyin accordance with Section 2.01(b) and Dissenting Shares) shall be converted automatically into the right to receive 0.445 Parent (x) in the event that the NRZ Shares (as defined in the "PER SHARE MERGER CONSIDERATION"Share and Asset Purchase Agreement) have all been sold by the Company prior to the Closing Date (as determined in accordance with Section 1.02), $0.704059 in cash or (y) in the event that all or a portion of the NRZ Shares (as defined in the Share and all Asset Purchase Agreement) have not been sold by the Company prior to the Closing Date (as determined in accordance with Section 1.02), $0.704059 in cash plus the Net NRZ Share Consideration in cash, in each case, without interest (the “Merger Consideration”). All such Company Shares Shares, when so converted, shall no longer be outstanding, outstanding and shall automatically be canceled and shall cease to exist, exist and the register of members of the Company will be amended accordingly and each holder of a certificate representing any such Company Shares Share that is in registered form shall thereafter cease to have any rights with respect to such Company Sharesthereto, except the right to receive the Per Share Merger Consideration for each Consideration. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Company Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of Company Shares will be appropriately adjusted to provide to the holders of Company Shares the same economic effect as contemplated by this Agreement prior to such event. As provided in Section 2.02(h), the right of any holder of a Company Share and any unpaid dividends and distributions, if any, to which receive the holder of such Company Shares is entitled pursuant to ss.2(e) upon the surrender of such certificate in accordance with ss.2(e) below (collectively, the "MERGER CONSIDERATION"), provided, however, that the Per Share Merger Consideration shall be subject to proportionate adjustment in and reduced by the event amount of any stock split, stock dividend or reverse stock split, and (B) each Company Share owned by Parent, Parent Subsidiary or the Company shall be canceled without payment therefor. No Company Share shall be deemed to be outstanding or to have any rights other than those set forth above in thisss.2(d)(v) after the Effective Time. Notwithstanding anything to the contrary in thisss.2(d)(v), no fractional Parent Shares shall be issued to then former holders of Company Shares. In lieu thereof, each then former holder of a Company Share who would otherwise have been entitled to receive a fraction of a Parent Share (after taking into account all certificates delivered by such then former holder at any one time) shall receive an amount in cash equal to such fraction of a Parent Share multiplied by the Closing Sales Price per Parent Share on the date of the Effective Timerequired withholding under applicable Tax Law.

Conversion of Company Shares. At and as of the Effective TimeSubject to Section 3.5(c) hereof with respect to Dissenting Shares, (A) each Company Share issued and outstanding Company Share (other than immediately prior to the Effective Time shall, by virtue of the Merger and without any Company Shares owned by Parentaction on the part of the holders thereof, the Parent Subsidiary or the Company) cease to be outstanding, be canceled and cease to exist, and shall be converted automatically into the right to receive 0.445 Parent Shares the following, upon the surrender by the Holder thereof to the Representative and the surrender by the Representative to the Disbursement Agent (in each case, sent in accordance with the instructions set forth in the Letter of Transmittal) of the stock certificate representing such Company Share (each such certificate, a “Certificate” and collectively, the “Certificates”) and a letter of transmittal substantially in the form of Exhibit E (the "PER SHARE MERGER CONSIDERATION")“Letter of Transmittal”): (i) the Per Share Closing Merger Consideration, (ii) subject to and in accordance with the terms and conditions of the Escrow Agreement, a contingent right to receive the Per Share General Escrow Consideration, if any, (iii) subject to and in accordance with the terms and conditions of the Escrow Agreement, a contingent right to receive the Per Share Working Capital Escrow Consideration, if any, (iv) a contingent right to receive the Per Share True-Up Adjustment, if any, and all such Company Shares shall no longer be outstanding(v) a contingent right to receive the Per Share Earnout Consideration, shall be canceled and shall cease if any (collectively the “Per Share Merger Consideration”). Subject to existthe foregoing in this Section 3.1, and each holder of a certificate representing any such Company Shares Certificate shall thereafter cease to have any rights with respect to such Company SharesShare, except the right to receive the Per Share Merger Consideration for each such Company Share and any unpaid dividends and distributions, if any, to which hereunder. Notwithstanding the holder of such Company Shares is entitled pursuant to ss.2(e) upon the surrender of such certificate in accordance with ss.2(e) below (collectivelyforegoing, the "MERGER CONSIDERATION"), provided, however, that right to receive the Per Share Merger Consideration shall not be subject to proportionate adjustment effective until the Disbursement Agent receives such Certificate and Letter of Transmittal in accordance with Section 3.5 and the event of any stock split, stock dividend or reverse stock split, and (B) each Company Share owned by Parent, Parent Subsidiary or the Company shall be canceled without payment therefor. No Company Share shall be deemed to be outstanding or to have any rights other than those set forth above in thisss.2(d)(v) after the Effective Time. Notwithstanding anything to the contrary in thisss.2(d)(v), no fractional Parent Shares shall be issued to then former holders of Company Shares. In lieu thereof, each then former holder of a Company Share who would otherwise have been entitled to receive a fraction of a Parent Share (after taking into account all certificates delivered by such then former holder at any one time) shall receive an amount in cash equal to such fraction of a Parent Share multiplied by the Closing Sales Price per Parent Share on the date of the Effective TimeDisbursement Agent Agreement.

Conversion of Company Shares. At and as of the Effective Time, (A) each issued and outstanding Company Share (other than any Company Shares owned by ParentAcquiror, the Parent Subsidiary Company or the Companyany Dissenting Holder) shall be converted into the right to receive 0.445 Parent Shares one Acquiror Share (the "PER SHARE MERGER CONSIDERATIONPer Share Merger Consideration"), and all such Company Shares shall no longer be outstanding, shall be canceled and shall 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 the Per Share Merger Consideration for each such Company Share and any unpaid dividends and distributions, if any, to which the holder of such Company Shares is entitled pursuant to ss.2(eSection 2(e) upon the surrender of such certificate in accordance with ss.2(eSection 2(e) below (collectively, the "MERGER CONSIDERATIONMerger Consideration"), provided, however, that the Per Share Merger Consideration shall be subject to proportionate adjustment in the event of any stock split, stock dividend or reverse stock split, and (B) each Company Share owned by Parent, Parent Subsidiary Acquiror or the Company shall be canceled without payment therefor. No Company Share shall be deemed to be outstanding or to have any rights other than those set forth above in thisss.2(d)(vthis Section 2(d)(v) after the Effective Time. Notwithstanding anything to the contrary in thisss.2(d)(vthis Section 2(d)(v), no fractional Parent Acquiror Shares shall be issued to then former holders of Company Shares. In lieu thereof, each then former holder of a Company Share who would otherwise have been entitled to receive a fraction of a Parent Acquiror Share (after taking into account all certificates delivered by such then former holder at any one time) shall receive an amount in cash equal to such fraction of a Parent Acquiror Share multiplied by the Closing Sales Price per Parent Acquiror Share on the date of the Effective Time.

Conversion of Company Shares. At and as of the Effective Time, (A) each issued and outstanding Company Share (other than any Company Shares owned by ParentAcquiror, the Parent Subsidiary Company or the Companyany Dissenting Holder) shall be converted into the right to receive 0.445 Parent Shares one Acquiror Share (the "PER SHARE MERGER CONSIDERATION"), and all such Company Shares shall no longer be outstanding, shall be canceled and shall 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 the Per Share Merger Consideration for each such Company Share and any unpaid dividends and distributions, if any, to which the holder of such Company Shares is entitled pursuant to ss.2(e) upon the surrender of such certificate in accordance with ss.2(e) below (collectively, the "MERGER CONSIDERATION"), providedPROVIDED, howeverHOWEVER, that the Per Share Merger Consideration shall be subject to proportionate adjustment in the event of any stock split, stock dividend or reverse stock split, and (B) each Company Share owned by Parent, Parent Subsidiary Acquiror or the Company shall be canceled without payment therefor. No Company Share shall be deemed to be outstanding or to have any rights other than those set forth above in thisss.2(d)(vthis ss.2(d)(v) after the Effective Time. Notwithstanding anything to the contrary in thisss.2(d)(vthis ss.2(d)(v), no fractional Parent Acquiror Shares shall be issued to then former holders of Company Shares. In lieu thereof, each then former holder of a Company Share who would otherwise have been entitled to receive a fraction of a Parent Acquiror Share (after taking into account all certificates delivered by such then former holder at any one time) shall receive an amount in cash equal to such fraction of a Parent Acquiror Share multiplied by the Closing Sales Price per Parent Acquiror Share on the date of the Effective Time.

Conversion of Company Shares. At and as of the Effective Time, (A) each issued and outstanding Company Share (other than any Company Shares owned by Parent, the Parent Subsidiary or the Company) shall will be converted into the right to receive 0.445 Parent Shares the Merger Consideration set forth below in Section 2.4(f) (the "PER SHARE MERGER CONSIDERATION"as to each Company Share, its “Per Share Merger Consideration”), and all such Company Shares shall will no longer be outstanding, shall will be canceled and shall retired and will cease to exist, and each holder of a certificate representing any such Company Shares shall will thereafter cease to have any rights with respect to such Company Shares, except the right to receive the respective Per Share Merger Consideration for each such Company Share and any unpaid dividends and distributions, if any, to which the holder of such Company Shares is entitled pursuant to ss.2(eSection 2.4(f) upon the surrender of such certificate in accordance with ss.2(eSection 2.4(f) below (collectively, the "MERGER CONSIDERATION"), provided, however, “Merger Consideration”) except that the Stock Component of the Per Share Merger Consideration shall be subject to equitable and proportionate adjustment in the event of any Parent stock split, stock dividend or dividend, reverse stock split, subdivision, combination, recapitalization or similar event or action respecting the Parent Shares between the date of this Agreement and the Closing Date, and (B) each Company Share owned by Parent, Parent Company or any Subsidiary or the of Company shall be canceled and retired without payment thereforof any consideration therefor and shall cease to exist. No Company Share shall be deemed to be outstanding or to have any rights other than those set forth above in thisss.2(d)(vthis Section 2.4(e) after the Effective Time. Notwithstanding anything to the contrary in thisss.2(d)(vthis Section 2.4(e), no fractional Parent Shares shall be issued to then former holders of Company Shares. In lieu thereof, each then former holder of a Company Share who would otherwise have been entitled to receive a fraction of a Parent Share (after taking into account all certificates delivered by such then former holder at any one time) shall receive an amount in cash equal to such fraction of a Parent Share multiplied by the Closing Sales Price per Parent Share on the date of the Effective TimeValuation.