Common use of Conversion and Exchange of Shares Clause in Contracts

Conversion and Exchange of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Merger Sub, Parent, the Company or any stockholder of the Company: (i) all Shares held by the Company or any Company Subsidiary (or held in the Company’s treasury) as of immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and no consideration shall be paid in exchange therefor; (ii) all Shares held by Merger Sub or Parent or any Subsidiary of Parent as of immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and no consideration shall be paid in exchange therefor; (iii) any Shares irrevocably accepted to be acquired in the Offer shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and no additional consideration shall be paid in exchange therefor; (iv) except as provided in clauses (i), and (ii) and (iii) above and subject to Section 2.5(b) and Section 2.11, each Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Consideration, without interest (the “Merger Consideration”); and (v) each share of the common stock, par value $0.01 per share, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one (1) share of common stock of the Surviving Corporation. (b) If, during the period commencing on the Agreement Date and ending at the Effective Time, the Shares are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then, without duplication of the effects of Section 1.1(g), the Merger Consideration shall be appropriately adjusted.

Conversion and Exchange of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Merger Sub, Parent, the Company or any stockholder of the CompanyCompany or Merger Sub: (i) all Shares held by the each share of Company or any Company Subsidiary (or held in the Company’s treasury) as of Common Stock issued and outstanding immediately prior to the Effective Time (“Shares”) (other than (x) shares of Company Common Stock held by the Company, Parent or Merger Sub or any direct or indirect wholly-owned Subsidiary of either the Company or Parent (“Excluded Shares”) and (y) shares of Company Common Stock with respect to which the holder thereof has not voted in favor of the Merger or consented to it in writing, has demanded the appraisal of such shares in accordance with, and shall have properly exercised and perfected such holder's demand for appraisal rights with respect to such shares in compliance with the provisions of Section 262 of the DGCL (“Dissenting Shares”)) shall be converted into the right to receive, in accordance with this Article I, twenty-eight dollars ($28.00) in cash per share, without interest (the per share cash consideration to be issued to the holders of such Shares, the “Merger Consideration”); (ii) each share of Company Common Stock converted into the Merger Consideration pursuant to Section 1.5(a)(i) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall be paid in exchange therefor; (ii) all Shares held by Merger Sub or Parent or any Subsidiary of Parent as of each certificate that immediately prior to the Effective Time represented any such Shares (each, a “Certificate”) or Shares represented by book-entry (the “Book-Entry Shares”) (other than Certificates or Book-Entry Shares representing Excluded Shares or Dissenting Shares) shall automatically be canceled and retired and shall cease thereafter represent only the right to exist, and no consideration shall be paid receive the Merger Consideration for each share covered thereby upon surrender of such Certificate or transfer of such Book-Entry Shares in exchange thereforaccordance with this Article I; (iii) any Shares irrevocably accepted to be acquired in the Offer shall no longer be outstanding each Excluded Share issued and shall be canceled and retired and shall cease to exist, and no additional consideration shall be paid in exchange therefor; (iv) except as provided in clauses (i), and (ii) and (iii) above and subject to Section 2.5(b) and Section 2.11, each Share outstanding immediately prior to the Effective Time Time, by virtue of the Merger, shall cease to be outstanding and shall be converted into the right automatically canceled and retired without payment of any consideration therefor and shall cease to receive the Offer Consideration, without interest (the “Merger Consideration”)exist; and (viv) each share of the common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into one (1) newly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation. (b) If, during the period commencing on the Agreement Date and ending at the Effective Time, the Shares outstanding shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation stock dividend (including any dividend or distribution of sharessecurities convertible into Company Common Stock), reorganization, recapitalization, reclassification, recapitalization combination, merger, issuer tender offer, exchange of shares or other similar transactionlike change with respect to Company Common Stock, then, without duplication of the effects of Section 1.1(g), then the Merger Consideration shall be appropriately adjusted; provided that the Company shall be required to comply with Section 4.2 in connection with any such action.

Conversion and Exchange of Shares. (a) At the Effective Time, automatically by virtue of the Merger and without any further action on the part of Merger Sub, Parent, the Company any party or any stockholder of the Companyshareholder: (i) all Shares 1.2.1. Each Company Common Share held by the Company or any wholly-owned subsidiary of the Company as treasury stock or held by Parent or any Subsidiary (or held as defined in the Company’s treasurySection 2.1.1) as of Parent immediately prior to the Effective Time (each, an "Excluded Share") shall automatically be canceled and retired and shall cease to exist, and no consideration shall be paid in exchange therefor;exchanged with respect to these shares. (ii) all Shares held by Merger Sub or Parent or any Subsidiary of Parent as of 1.2.2. Subject to Section 1.5, each Company Common Share outstanding immediately prior to the Effective Time Time, other than the Excluded Shares, shall automatically be converted into and shall be canceled and retired and shall cease to exist, and no consideration shall be paid in exchange therefor;for the right to receive 1.5974 (the "Exchange Ratio") Class A Subordinate Shares, without par value, of Parent ("Parent Common Shares"). (iii) any 1.2.3. At the Effective Time, all Company Common Shares irrevocably accepted to be acquired in the Offer shall no longer be outstanding and outstanding, shall be canceled and retired and shall cease to exist, and no additional consideration each certificate (a "Certificate") formerly representing any Company Common Shares (other than Excluded Shares) shall be paid in exchange therefor; (iv) except as provided in clauses (i), and (ii) and (iii) above and subject to Section 2.5(b) and Section 2.11, each Share outstanding immediately prior to the Effective Time shall be converted into thereafter represent only the right to receive Parent Common Shares as provided in Section 1.2.2 and the Offer Considerationright, if any, to receive cash in lieu of fractional interests in Parent Common Shares pursuant to Section 1.5 and any distribution or dividend pursuant to Section 1.3.6, in each case without interest (the “Merger Consideration”); andinterest. (v) each 1.2.4. Each share of the common stockstock of Merger Sub, par value $0.01 0.10 per share, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one (1) newly issued, fully-paid and non-assessable share of common stock stock, par value $0.10 per share, of the Surviving Corporation. (b) If, during the period commencing on the Agreement Date and ending at 1.2.5. At the Effective Time, the Surviving Corporation will issue shares of its common stock to Parent in consideration for Parent's issuing Parent Common Shares are changed into a different to the holders of Company Common Shares. The fair market value and number or class of shares by reason issued to Parent will be equal to the fair market value and number of any Company Common Shares (other than Excluded Shares) outstanding immediately before the Effective Time. 1.2.6. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the Company changes the number of Company Common Shares, or Parent changes the number of Parent Common Shares, issued and outstanding, as a result of a stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassificationstock dividend, recapitalization or other similar transaction, then, without duplication redenomination of the effects of Section 1.1(g)share capital, the Merger Consideration Exchange Ratio and other items dependent thereon shall be appropriately adjusted.

Conversion and Exchange of Shares. (a) At the Effective Time, : 1.3.1. Each Amoco Common Share owned by virtue of the Merger and without any further action on the part of Merger Sub, Parent, the Company BP or any stockholder of the Company: (i) all Shares held by the Company or any Company Subsidiary (as defined in Section 2.1.1) of BP or held in the Company’s treasury) as of Amoco immediately prior to the Effective Time (each, an "Excluded Amoco Share") shall, by virtue of the Merger, and without any action on the part of the holder thereof, no longer be outstanding, shall automatically be canceled cancelled and retired without payment of any consideration therefor and shall cease to exist, and no consideration shall be paid in exchange therefor;. (ii) all Shares held by Merger Sub or Parent or any Subsidiary of Parent as of 1.3.2. Each Amoco Common Share outstanding immediately prior to the Effective Time Time, other than Excluded Amoco Shares, shall automatically be canceled and retired converted into and shall cease be cancelled in exchange for the right to existreceive 3.97 (the "Exchange Ratio") ordinary shares, of nominal value 25p each ("BP Ordinary Shares"), which shall be in the form of American depositary shares, each representing the right to receive six BP Ordinary Shares, or such other form of BP Ordinary Shares as BP and Amoco may agree in accordance with Section 1.4.7 (the "BP Depositary Shares"), and no consideration the BP Depositary Shares shall be paid evidenced by one or more receipts ("BP ADRs") issued in exchange therefor; accordance with the Amended and Restated Deposit Agreement, dated as of August 1, 1992, as amended through the date hereof (iii) any as it may be amended with the consent of Amoco from time to time, the "Deposit Agreement"), among BP, Xxxxxx Guaranty Trust Company of New York, as Depositary (the "Depositary"), and the holders of BP ADRs, or such other arrangements as BP and Amoco may agree (the "Merger Consideration"). At the Effective Time, all Amoco Common Shares irrevocably accepted to be acquired in the Offer shall no longer be outstanding and outstanding, shall be canceled and retired and shall cease to exist, and no additional consideration each certificate (a "Certificate") formerly representing any of such Amoco Common Shares (other than Excluded Amoco Shares) shall be paid thereafter represent only the right to the Merger Consideration and the right, if any, to receive pursuant to Section 1.6 cash in exchange therefor; (iv) except lieu of fractional BP Depositary Shares, respectively, and any distribution or dividend pursuant to Section 1.4.6, in each case without interest. The BP Ordinary Shares and BP Depositary Shares issued as provided in clauses this Section 1.3.2 shall be of the same class and shall have the same terms as the currently outstanding BP Ordinary Shares and the currently outstanding BP Depositary Shares, respectively. BP shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the BP Depositary Shares and any BP ADRs in connection therewith. 1.3.3. Each share of common stock of Merger Sub, no par value (i"Merger Sub Common Stock"), and (ii) and (iii) above and subject to Section 2.5(b) and Section 2.11, each Share outstanding immediately prior to the Effective Time shall be converted into cancelled and, in consideration for the right to receive the Offer Consideration, without interest (the “Merger Consideration”); and (v) each share allotment of the BP Ordinary Shares referred to in Section 1.3.4 below, the Surviving Corporation shall issue to BP at the Effective Time such number of shares of common stock, par value $0.01 per share, stock as is equal to the number of shares of Merger Sub Common Stock with the same rights, powers and privileges as the Amoco Common Shares and shall constitute the only outstanding immediately prior to the Effective Time shall be converted into one (1) share shares of common stock of the Surviving Corporation. 1.3.4. In consideration of the issue to BP by the Surviving Corporation of shares of common stock of the Surviving Corporation pursuant to Section 1.3.3 hereof, BP shall allot (bsubject to satisfaction of the condition set forth in Section 4.1.5 hereof) Ifsuch number of BP Ordinary Shares as is equal to the number of Amoco Common Shares outstanding as of the Effective Time (other than the Excluded Amoco Shares) multiplied by the Exchange Ratio to permit the issuance of BP Depositary Shares to the holders of such Amoco Common Shares for the purpose of giving effect to the issue of the Merger Consideration referred to in Section 1.3.2 of this Agreement. 1.3.5. In the event that, during subsequent to the period commencing on the date of this Agreement Date and ending at but prior to the Effective Time, Amoco changes the Shares are changed into number of Amoco Common Shares, or BP changes the number of BP Ordinary Shares, issued and outstanding as a different number or class result of shares by reason of any a stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation stock dividend, recapitalization, redenomination of shares, reclassification, recapitalization share capital or other similar transaction, then, without duplication of the effects of Section 1.1(g), the Merger Consideration Exchange Ratio and other items dependent thereon shall be appropriately adjusted.