Common use of Allocation of Shares Clause in Contracts

Allocation of Shares. Healthworld will issue to the U.S. Stockholders, the U.K. Stockholder, Xxxxxx, Xxxxxx and Moreton, in the aggregate, 5,000,000 shares (the "Aggregate Number of Founder Shares") of Healthworld Stock at the Closing. With respect to Xxxxxxxx, who presently owns one hundred (100) shares of Healthworld Stock, the conversion shall be made in such a manner as to issue to him only that number of additional shares of Healthworld Stock which are necessary to attain the percentage of shares set forth below. The allocation of the Aggregate Number of Founder Shares among all of the U.S. Stockholders, the U.K. Stockholder, Xxxxxx, Xxxxxx and Moreton shall be made as follows: Healthworld Agreement and Plan of Organization/Garnham Draft of August 27, 1997 ------------------------------------------------------------------------------- 2.3.1 69% of the Aggregate Number of Founder Shares shall be allocated to the U.S. Stockholders (the "U.S. Percentage") and 31% of the Aggregate Number of Founder Shares shall be allocated to the U.K. Stockholder and the Minority Stockholders (the "U.K. Percentage"). 2.3.2 The number of shares of Healthworld Stock which results from applying the U.S. Percentage against the Aggregate Number of Founder Shares shall be divided among the U.S. Stockholders in the following proportions: Xxxxxxxx 63.65% Xxxxxx 5.00% Xxxxxx 14.06% Xxxxxxxxx 17.29% --------------------------------------- Total 100.00% 2.3.3 The number of shares of Healthworld Stock which results from applying the U.K. Percentage against the Aggregate Number of Founder Shares shall be divided among the U.K. Stockholder, Xxxxxx, Xxxxxx and Moreton in the following manner:

Allocation of Shares. Healthworld will issue to the U.S. Stockholders, the U.K. Stockholder, Xxxxxx, Xxxxxx Stockholder and Moretonthe Contributing Minority Stockholders, in the aggregate, 5,000,000 shares (the "Aggregate Number of Founder Shares") of Healthworld Stock at the Closing. With respect to Xxxxxxxxthe U.S. Stockholders, who presently owns own one hundred (100) shares of Healthworld StockStock in the aggregate, the conversion shall be made in such a manner as to issue to him them only that number of additional shares of Healthworld Stock which are necessary to attain the percentage of shares set forth below. The allocation of the Aggregate Number of Founder Shares among all of the U.S. Stockholders, the U.K. Stockholder, Xxxxxx, Xxxxxx Stockholder and Moreton the Contributing Minority Stockholders shall be made as follows: Healthworld Agreement and Plan of Organization/Garnham Draft of August 27, 1997 -------------------------------------------------------------------------------: 2.3.1 69% of the Aggregate Number of Founder Shares shall be allocated to the U.S. Stockholders (the "U.S. Percentage") and 31% of the Aggregate Number of Founder Shares shall be allocated to the U.K. Stockholder and the Contributing Minority Stockholders (the "U.K. Percentage"). 2.3.2 The number of shares of Healthworld Stock which results from applying the U.S. Percentage against the Aggregate Number of Founder Shares shall be divided among the U.S. Stockholders in the following proportions: Xxxxxxxx 63.65% Xxxxxx 5.00% Xxxxxx 14.06% Xxxxxxxxx 17.29% --------------------------------------- ----------------------------------------- Total 100.00% 2.3.3 The number of shares of Healthworld Stock which results from applying the U.K. Percentage against the Aggregate Number of Founder Shares shall be divided among the U.K. Stockholder, Xxxxxx, Xxxxxx Stockholder and Moreton the Contributing Minority Stockholders in the following manner:: -8- Healthworld Agreement and Plan of Organization/UK -------------------------------------------------------------------------------- 2.3.3.1 Garnham shall receive that number of shares of Healthworld Stock having a value of (pound)1,000,000, based on the Offering Price and utilizing the Prevailing Conversion Rate. 2.3.3.2 Bourne shall receive that number of shares of Healthworld Stock having a value of (pound)276,448.35, based on the Offering Price and utilizing the Prevailing Conversion Rate. 2.3.3.3 Moreton shall receive that number of shares of Healthworld Stock having a value of (pound)53,677 based on the Offering Price and utilizing the Prevailing Conversion Rate.

Allocation of Shares. Healthworld will issue to the U.S. Stockholders, the U.K. Stockholder, Xxxxxx, Xxxxxx Stockholder and Moretonthe Minority Stockholders, in the aggregate, 5,000,000 shares (the "Aggregate Number of Founder Shares") of Healthworld Stock at the Closing. With respect to Xxxxxxxx, who presently owns one hundred (100) shares of Healthworld Stock, the conversion shall be made in such a manner as to issue to him only that number of additional shares of Healthworld Stock which are necessary to attain the percentage of shares set forth below. The allocation of the Aggregate Number of Founder Shares among all of the U.S. Stockholders, the U.K. Stockholder, Xxxxxx, Xxxxxx Stockholder and Moreton the Minority Stockholders shall be made as follows: Healthworld Agreement and Plan of Organization/Garnham Draft of August 27, 1997 -------------------------------------------------------------------------------: 2.3.1 69% of the Aggregate Number of Founder Shares shall be allocated to the U.S. Stockholders (the "U.S. Percentage") and 31% of the Aggregate Number of Founder Shares shall be allocated to the U.K. Stockholder and the Minority Stockholders (the "U.K. Percentage"). 2.3.2 The number of shares of Healthworld Stock which results from applying the U.S. Percentage against the Aggregate Number of Founder Shares shall be divided among the U.S. Stockholders in the following proportions: Xxxxxxxx 63.65% Xxxxxx 5.00% Xxxxxx 14.06% Xxxxxxxxx 17.29% --------------------------------------- Total 100.00% 2.3.3 The number of shares of Healthworld Stock which results from applying the U.K. Percentage against the Aggregate Number of Founder Shares shall be divided among the U.K. Stockholder, Xxxxxx, Xxxxxx Stockholder and Moreton the Minority Stockholders in the following manner: 2.3.3.1 Xxxxxxx Xxxxxxx shall receive that number of shares of Healthworld Stock having a value of (pounds)1,000,000, based on the offering price in the IPO and utilizing a conversion rate of $1.65 dollars per pound sterling. Healthworld Agreement and Plan of Organization/UK Draft of August 27, 1997 ------------------------------------------------------------------------------- 2.3.3.2 Xxxxxxx Xxxxxx shall receive that number of shares of Healthworld Stock having a value of (pounds)276,448.35, based on the offering price in the IPO and utilizing a conversion rate of $1.65 dollars per pound sterling. 2.3.3.3 Moreton shall receive that number of shares having a value of (pounds)64,559 based on the offering price of the IPO and utilizing a conversion rate of $1.65 dollars per pound.

Allocation of Shares. Healthworld will issue to It is anticipated that the U.S. Stockholders, the U.K. Stockholder, Xxxxxx, Xxxxxx Stockholder and Moretonthe Contributing Minority Stockholders will own, in the aggregate, 5,000,000 shares (the "Aggregate Number of Founder Shares") of Healthworld Stock at immediately following the ClosingClosing of the IPO. With respect to Xxxxxxxxthe U.S. Stockholders, who presently owns own one hundred (100) shares of Healthworld StockStock in the aggregate, the conversion shall be made in such a manner as to issue to him them only that number of additional shares of Healthworld Stock which are necessary to attain the percentage of shares set forth below. The allocation of the Aggregate Number of Founder Shares among all of the U.S. Stockholders, the U.K. Stockholder, Xxxxxx, Xxxxxx Stockholder and Moreton the Contributing Minority Stockholders shall be made as follows: Healthworld Agreement and Plan of Organization/Garnham Draft of August 27, 1997 -------------------------------------------------------------------------------: 2.3.1 69% of the Aggregate Number of Founder Shares shall be allocated to the U.S. Stockholders (the "U.S. Percentage") and 31% of the Aggregate Healthworld Agreement and Plan of Organization/US -------------------------------------------------------------------------------- Number of Founder Shares shall be allocated to the U.K. Stockholder Stockholders and the Contributing Minority Stockholders (the "U.K. Percentage"). 2.3.2 The number of shares of Healthworld Stock which results from applying the U.S. Percentage against the Aggregate Number of Founder Shares shall be divided among the U.S. Stockholders in the following proportions: Xxxxxxxx 63.65% Xxxxxx 5.00% Xxxxxx 14.06% Xxxxxxxxx 17.29% --------------------------------------- ----------------------------------- Total 100.00% 2.3.3 The number of shares of Healthworld Stock which results from applying the U.K. Percentage against the Aggregate Number of Founder Shares shall be divided among the U.K. Stockholder, Xxxxxx, Xxxxxx Stockholder and Moreton the Contributing Minority Stockholders in the following manner: 2.3.3.1 Garnham shall receive that number of shares of Healthworld Stock having a value of (pound)1,000,000, based on the Offering Price and utilizing the Prevailing Conversion Rate. 2.3.3.2 Bourne shall receive that number of shares of Healthworld Stock having a value of (pound)276,448.35, based on the Offering Price and utilizing the Prevailing Conversion Rate. 2.3.3.3 Moreton shall receive that number of shares of Healthworld Stock having a value of (pound)53,677 based on the Offering Price and utilizing the Prevailing Conversion Rate.

Allocation of Shares. Healthworld will issue to It is anticipated that the U.S. Stockholders, the U.K. Stockholder, Xxxxxx, Xxxxxx U.S. Stockholders and Moretonthe Minority U.K. Stockholders will own, in the aggregate, 5,000,000 shares (the "Aggregate Number of Founder Shares") of Healthworld Stock at immediately following the ClosingClosing of the IPO. With respect to Xxxxxxxx, who presently owns one hundred (100) shares of Healthworld Stock, the conversion shall be made in such a manner as to issue to him only that number of additional shares of Healthworld Stock which are necessary to attain the percentage of shares set forth below. The allocation of the Aggregate Number of Founder Shares among all of the U.S. Stockholders, the U.K. Stockholder, Xxxxxx, Xxxxxx Stockholder and Moreton the Minority U.K. Stockholders shall be made as follows: Healthworld Agreement and Plan of Organization/Garnham Draft of August 27, 1997 -------------------------------------------------------------------------------: 2.3.1 69% of the Aggregate Number of Founder Shares shall be allocated to the U.S. Stockholders (the "U.S. Percentage") and 31% of the Aggregate Number of Founder Shares shall be allocated to the U.K. Stockholder Stockholders and the Minority U.K. Stockholders (the "U.K. Percentage").. Healthworld Agreement and Plan of Organization/US Draft of August 27, 1997 ------------------------------------------------------------------------------- 2.3.2 The number of shares of Healthworld Stock which results from applying the U.S. Percentage against the Aggregate Number of Founder Shares shall be divided among the U.S. Stockholders in the following proportions: Xxxxxxxx 63.65% Xxxxxx 5.00% Xxxxxx 14.06% Xxxxxxxxx 17.29% --------------------------------------- -------------------------------- Total 100.00% 2.3.3 The number of shares of Healthworld Stock which results from applying the U.K. Percentage against the Aggregate Number of Founder Shares shall be divided among the U.K. Stockholder, Xxxxxx, Xxxxxx Stockholder and Moreton the Minority U.K. Stockholders in the following manner: 2.3.3.1 Xxxxxxx Xxxxxxx shall receive that number of shares of Healthworld Stock having a value of (pounds)1,000,000, based on the offering price in the IPO and utilizing a conversion rate of $1.65 dollars per pound sterling. 2.3.3.2 Xxxxxxx Xxxxxx shall receive that number of shares of Healthworld Stock having a value of (pounds)276,448.35, based on the offering price in the IPO and utilizing a conversion rate of $1.65 dollars per pound sterling. 2.3.3.3 Moreton shall receive that number of shares having a value of (pounds)64,559 based on the offering price of the IPO and utilizing a conversion rate of $1.65 dollars per pound sterling.

Allocation of Shares. Healthworld will issue to the U.S. Stockholders, the U.K. Stockholder, Xxxxxx, Xxxxxx Xxxxxxx and Moreton, in the aggregate, 5,000,000 shares (the "Aggregate Number of Founder Shares") of Healthworld Stock at the Closing. With respect to Xxxxxxxxthe U.S. Stockholders, who presently owns own one hundred (100) shares of Healthworld StockStock in the aggregate, the conversion shall be made in such a manner as to issue to him them only that number of additional shares of Healthworld Stock which are necessary to attain the percentage of shares set forth below. The allocation of the Aggregate Number of Founder Shares among all of the U.S. Stockholders, the U.K. Stockholder, Xxxxxx, Xxxxxx Garnham and Moreton shall be made as follows: Healthworld Agreement and Plan of Organization/Garnham Draft of August 27, 1997 -------------------------------------------------------------------------------: 2.3.1 69% of the Aggregate Number of Founder Shares shall be allocated to the U.S. Stockholders (the "U.S. Percentage") and 31% of the Aggregate Number of Founder Shares shall be allocated to the U.K. Stockholder Xxxxxx and the Contributing Minority Stockholders (the "U.K. Percentage").. -8- Healthworld Agreement and Plan of Organization/Bourne -------------------------------------------------------------------------------- 2.3.2 The number of shares of Healthworld Stock which results from applying the U.S. Percentage against the Aggregate Number of Founder Shares shall be divided among the U.S. Stockholders in the following proportions: Xxxxxxxx 63.65% Xxxxxx 5.00% Xxxxxx 14.06% Xxxxxxxxx 17.29% --------------------------------------- ------------------------------------------- Total 100.00% 2.3.3 The number of shares of Healthworld Stock which results from applying the U.K. Percentage against the Aggregate Number of Founder Shares shall be divided among the U.K. Stockholder, Xxxxxx, Xxxxxx Garnham and Moreton in the following manner: 2.3.3.1 Garnham shall receive that number of shares of Healthworld Stock having a value of (pound)1,000,000, based on the Offering Price and utilizing the Prevailing Conversion Rate. 2.3.3.2 The U.K. Stockholder shall receive that number of shares of Healthworld Stock having a value of (pound)276,448.35, based on the Offering Price and utilizing the Prevailing Conversion Rate. 2.3.3.3 Moreton shall receive that number of shares of Healthworld Stock having a value of (pound)53,677 based on the Offering Price and utilizing the Prevailing Conversion Rate. 2.3.3.4 Xxxxxx shall receive the balance of the shares of Healthworld Stock. 2.3.3.5 Cater shall not receive any shares of Healthworld Stock. Healthworld Agreement and Plan of Organization/Bourne --------------------------------------------------------------------------------

Allocation of Shares. Healthworld will issue to the U.S. Stockholders, the U.K. Stockholder, Xxxxxx, Xxxxxx and Moreton, in the aggregate, 5,000,000 shares (the "Aggregate Number of Founder Shares") of Healthworld Stock at the Closing. With respect to Xxxxxxxxthe U.S. Stockholders, who presently owns own one hundred (100) shares of Healthworld StockStock in the aggregate, the conversion shall be made in such a manner as to issue to him them only that number of additional shares of Healthworld Stock which are necessary to attain the percentage of shares set forth below. The allocation of the Aggregate Number of Founder Shares among all of the U.S. Stockholders, the U.K. Stockholder, Xxxxxx, Xxxxxx Bourne and Moreton shall be made as follows: Healthworld Agreement and Plan of Organization/Garnham Draft of August 27, 1997 -------------------------------------------------------------------------------: 2.3.1 69% of the Aggregate Number of Founder Shares shall be allocated to the U.S. Stockholders (the "U.S. Percentage") and 31% of the Aggregate Number of Founder Shares shall be allocated to the U.K. Stockholder Xxxxxx and the Contributing Minority Stockholders (the "U.K. Percentage").. -8- Healthworld Agreement and Plan of Organization/Garnham -------------------------------------------------------------------------------- 2.3.2 The number of shares of Healthworld Stock which results from applying the U.S. Percentage against the Aggregate Number of Founder Shares shall be divided among the U.S. Stockholders in the following proportions: Xxxxxxxx 63.65% Xxxxxx 5.00% Xxxxxx 14.06% Xxxxxxxxx 17.29% --------------------------------------- -------------------------------- Total 100.00% 2.3.3 The number of shares of Healthworld Stock which results from applying the U.K. Percentage against the Aggregate Number of Founder Shares shall be divided among the U.K. Stockholder, Xxxxxx, Xxxxxx and Moreton in the following manner: