Common use of Conversion of Capital Stock of the Company Clause in Contracts

Conversion of Capital Stock of the Company. (A) Subject to the other provisions of this ARTICLE III, each share of Class A Common Stock, par value $0.01 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in Section 3.1(a)(iii), Dissenting Shares and Company Restricted Stock Awards addressed in Section 3.2), shall be converted automatically at the Effective Time into the right to receive from Parent the Common Merger Consideration, without any interest thereon and subject to any withholding Taxes required by applicable Law in accordance with Section 3.3(h). (B) Subject to the other provisions of this ARTICLE III, each share of Series A Convertible Preferred Stock, par value $0.01 per share, of the Company (“Company Preferred Stock”) issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Preferred Stock described in clause (iii) of this Section 3.1(a) and Dissenting Shares) shall be converted automatically at the Effective Time into the right to receive from Parent an amount in cash equal to the product of (1) the number of shares of Company Common Stock into which such share of Company Preferred Stock is convertible as of the Effective Time and (2) the Common Merger Consideration (the “Preferred Merger Consideration”), without any interest thereon and subject to any withholding Taxes required by applicable Law in accordance with Section 3.3(h), provided that, if the Preferred Merger Consideration includes any SpinCo Common Stock, the number of shares of SpinCo Common Stock to which any holder of Company Preferred Stock would otherwise be entitled pursuant to this Section 3.1(a)(ii)(B) shall be rounded to the nearest whole number and no fractional shares of SpinCo Common Stock shall be issued to any such holder. (C) All such shares of Company Common Stock and Company Preferred Stock, when so converted, shall cease to be outstanding and shall automatically be canceled and cease to exist. Each holder of any such share of Company Common Stock and Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, and the right to receive any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid or undistributed at the Effective Time (including the Pre-Closing Dividend, as the case may be).

Conversion of Capital Stock of the Company. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub, the Buyer, any Stockholder or any other holder of any Capital Stock of the Company: (Aa) Subject to the other provisions of this ARTICLE III, each share of Class A Common Stock, par value $0.01 per share, Stock of the Company (“Company Common Stock”) Merger Sub issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in Section 3.1(a)(iii), Dissenting Shares and Company Restricted Stock Awards addressed in Section 3.2), shall be converted automatically at into and become one share of Common Stock in the Effective Time into Surviving Company owned by Buyer; (b) all Common Stock and Preferred Stock that is owned by the right Company as treasury stock shall be cancelled, retired and shall cease to receive from Parent the Common Merger Considerationexist, without any interest thereon conversion thereof, and subject to any withholding Taxes required by applicable Law no distribution shall be made with respect thereto (the “Cancelled Treasury Shares”); (c) except for Cancelled Treasury Shares and Dissenting Shares (in accordance with Section 3.3(h).3.6): (Bi) Subject to the other provisions of this ARTICLE III, each share of Series A Convertible Preferred Stock, par value $0.01 per share, of the Company (“Company Stock and Series A-1 Preferred Stock”) Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Preferred Stock described in clause (iii) of this Section 3.1(a) and Dissenting Shares) shall be converted automatically at the Effective Time into the right to receive from Parent an a cash amount in cash equal to the product Series A Liquidation Amount Per Share or the Series A-1 Liquidation Amount Per Share, as applicable; and (ii) after payment has been made to the holders of the Series A Preferred Stock and the Series A-1 Preferred Stock of the full amounts to which they shall be entitled under subparagraph (1i) above, the holders of each outstanding share of Common Stock, Series A Preferred Stock and Series A-1 Preferred Stock shall be entitled to receive payments of the remainder of the Closing Cash Consideration, with such distribution to be pro rata among the holders of Common Stock, Series A Preferred Stock and Series A-1 Preferred Stock according to the number of shares of Company Common Stock into which held by such share holder and, with respect to holders of Company Preferred Stock is convertible as of the Effective Time and (2) the Common Merger Consideration (the “Preferred Merger Consideration”), without any interest thereon and subject to any withholding Taxes required by applicable Law in accordance with Section 3.3(h), provided that, if the Preferred Merger Consideration includes any SpinCo Common Stock, the number of shares of SpinCo Common Stock to into which any holder the shares of Company Preferred Stock would otherwise be entitled held by such holder are convertible; and (d) pursuant to this Section 3.1(a)(ii)(B) shall be rounded to 3.2, as of the nearest whole number Effective Time, any Options and no fractional shares of SpinCo Common Stock shall be issued to any such holder. (C) All such shares of Company Common Stock and Company Preferred Stock, when so converted, shall cease to be outstanding and Warrants shall automatically be canceled cancelled and cease to exist. Each holder of any such share of Company Common Stock and Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, and the right to receive any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid or undistributed at the Effective Time (including the Pre-Closing Dividend, as the case may be)terminated.

Conversion of Capital Stock of the Company. (Aa) Subject to At the other provisions Effective Time, by virtue of this ARTICLE IIIthe Merger and without any action on the part of the holder thereof, each share of Class A Company’s no par value common stock (“Company Shares”) outstanding immediately prior to the Effective Time, including those Company Shares subject to restricted stock awards that become non-forfeitable and fully transferable by virtue of the transactions contemplated hereunder (“Restricted Company Shares”), (other than Company Shares owned or held directly or indirectly by Parent or by Merger Subsidiary or directly or indirectly by the Company, all of which shall be canceled as provided in Section 2.1(d)), shall be converted into the right to receive: (i) 0.400 shares of Parent’s common stock (“Parent Common Stock”), par value $0.01 per shareshare (the “Per Share Stock Consideration”), and (ii) $9.75 in cash, without interest (the “Per Share Cash Consideration” and, together with the “Per Share Stock Consideration,” the “Merger Consideration”), together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.7. (b) The nature and amount of the Merger Consideration is fixed and will not be adjusted for changes in the market value of Parent Common Stock or of the Company Shares. (“Company Common Stock”c) Each issued and outstanding immediately prior Company Share (other than shares to the Effective Time (excluding any shares of Company Common Stock described be cancelled in accordance with Section 3.1(a)(iii2.1(d)), Dissenting Shares and Company Restricted Stock Awards addressed in Section 3.2), hereof shall be converted automatically at the Effective Time into the right to receive from Parent the Common Merger Consideration, without any interest thereon . From and subject to any withholding Taxes required by applicable Law in accordance with Section 3.3(h). (B) Subject to the other provisions of this ARTICLE III, each share of Series A Convertible Preferred Stock, par value $0.01 per share, of the Company (“Company Preferred Stock”) issued and outstanding immediately prior to after the Effective Time (excluding any shares of Time, all such Company Preferred Stock described in clause (iii) of this Section 3.1(a) and Dissenting Shares) Shares shall be converted automatically at the Effective Time into the right to receive from Parent an amount in cash equal to the product of (1) the number of shares of Company Common Stock into which such share of Company Preferred Stock is convertible as of the Effective Time and (2) the Common Merger Consideration (the “Preferred Merger Consideration”), without any interest thereon and subject to any withholding Taxes required by applicable Law in accordance with Section 3.3(h), provided that, if the Preferred Merger Consideration includes any SpinCo Common Stock, the number of shares of SpinCo Common Stock to which any holder of Company Preferred Stock would otherwise be entitled pursuant to this Section 3.1(a)(ii)(B) shall be rounded to the nearest whole number and no fractional shares of SpinCo Common Stock shall be issued to any such holder. (C) All such shares of Company Common Stock and Company Preferred Stock, when so converted, shall cease to longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist. Each , and each holder of a Company Share, whether held as book-entry or by a certificate representing any such share of Company Common Stock and Company Preferred Stock that was outstanding immediately prior to the Effective Time Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with the terms hereof. (d) Each Company Share owned by Parent, Merger Subsidiary or any Certificates other wholly-owned subsidiary of Parent, or Book-Entry Sharesheld by the Company, as applicabledirectly or indirectly, at the Effective Time shall, by virtue of the Merger, cease to be outstanding, shall be canceled and retired, and the right to receive any dividends no Merger Consideration, cash or other distributions with a record date consideration shall be delivered in exchange therefor. (e) Each share of the common stock, par value $0.01 per share, of Merger Subsidiary outstanding immediately prior to the Effective Time which may have been authorized by the Company shall remain outstanding and which remain unpaid or undistributed at unchanged following the Effective Time (including as shares of the Pre-Closing Dividend, as the case may be)Surviving Corporation.

Conversion of Capital Stock of the Company. (A) Subject to the other provisions of this ARTICLE III, each share of Class A Common Stock, par value $0.01 per share, of the Company (“Company Common Stock”) VKDUH RI &ODVV $ &RPPRQ 6WRFN SCoDmUpa nyYCDomOmXonHSt oc k´ issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in Section 3.1(a)(iii), Dissenting Shares and Company Restricted Stock Awards addressed in Section 3.2), shall be converted automatically at the Effective Time into the right to receive from Parent the Common Merger Consideration, without any interest thereon and subject to any withholding Taxes required by applicable Law in accordance with Section 3.3(h). (B) Subject to the other provisions of this ARTICLE III, each share of Series A Convertible Preferred Stock, par value $0.01 per share, of the Company (“Company WKH &RPCSomDpaQny\ ³ Preferred Stock”) issued and outstanding immediately prior to the Effective Time (excluding any shares ´ LVVXHG DQG RXWVWDQGLQJ LPPHGLDWHO\ SU of Company Preferred Stock described in clause (iii) of this Section 3.1(a) and Dissenting Shares) shall be converted automatically at the Effective Time into the right to receive from Parent an amount in cash equal to the product of (1) the number of shares of Company Common Stock into which such share of Company Preferred Stock is convertible as of the Effective Time and (2) the Common Merger Consideration (the “Preferred Merger Consideration”)&RQVLGHUDPrWefeLrrRedQM erg erWCKonHsid er³ation´, without any interest thereon and subject to any withholding Taxes required by applicable Law in accordance with Section 3.3(h), provided that, if the Preferred Merger Consideration includes any SpinCo Common Stock, the number of shares of SpinCo Common Stock to which any holder of Company Preferred Stock would otherwise be entitled pursuant to this Section 3.1(a)(ii)(B) shall be rounded to the nearest whole number and no fractional shares of SpinCo Common Stock shall be issued to any such holder. (C) All such shares of Company Common Stock and Company Preferred Stock, when so converted, shall cease to be outstanding and shall automatically be canceled and cease to exist. Each holder of any such share of Company Common Stock and Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, and the right to receive any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid or undistributed at the Effective Time (including the Pre-Closing Dividend, as the case may be).

Conversion of Capital Stock of the Company. At the First Merger Effective Time, by virtue of the First Merger and without any action on the part of the Company, Merger Sub (Corp), the Buyer, or the holders of any of the Capital Stock of the Company: (a) Each share of common stock of Merger Sub (Corp) issued and outstanding immediately prior to the First Merger Effective Time shall be converted into and become one share of common stock in the surviving company of the First Merger owned by Buyer; (b) all Capital Stock of the Company that is owned by the Company as treasury stock shall be canceled, retired and shall cease to exist, without any conversion thereof, and no distribution shall be made with respect thereto (the “Cancelled Shares”); (c) except for Cancelled Shares and Dissenting Shares (in accordance with Section 3.6): (i) each share of Company Common Stock and Company Preferred Stock issued and outstanding immediately prior to the First Merger Effective Time other than the JMI Shares and held by an Accredited Equityholder shall be converted into the right to receive (A) Subject a cash amount equal to (1) the other provisions Closing Cash Per Share Participating Amount, to be paid pursuant to Section 3.4, as adjusted pursuant to Section 3.5, (2) the Escrow Cash Per Share Amount, pursuant to Section 3.7 and subject thereto and (3) the Additional Escrow Amount per Escrow Participating Share, pursuant to Section 3.7 and subject thereto and (B) a number of this ARTICLE IIIshares of Buyer Common Stock equal to (1) the Closing Common Stock Per Share Amount, issued pursuant to Section 3.4 and (2) the Escrow Common Stock Per Share Amount, pursuant to Section 3.7 and subject thereto; (ii) each share of Class A Common Stock, par value $0.01 per share, of the Company (“Company Common Stock”) Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in Section 3.1(a)(iii), Dissenting Shares and Company Restricted Stock Awards addressed in Section 3.2), held by a Non-Accredited Equityholder shall be converted automatically at the Effective Time into the right to receive from Parent a cash amount equal to (A) the Common Merger ConsiderationClosing Cash Per Share Participating Amount, without any interest thereon to be paid pursuant to Section 3.4, as adjusted pursuant to Section 3.5, (B) the Closing Cash in Lieu of Stock Per Share Amount, to be paid pursuant to Section 3.4, (C) the Escrow Cash Per Share Amount, pursuant to Section 3.7 and subject thereto, and (D) the Escrow Cash in Lieu of Stock Per Share Amount, pursuant to Section 3.7 and subject thereto and (E) the Additional Escrow Amount Per Escrow Participating Share, pursuant to Section 3.7 and subject thereto; and (iii) each JMI Share shall be converted into the right to receive (1) the Closing Preferred Stock Per Share Amount, issued pursuant to Section 3.4 and (2) the Escrow Preferred Stock Per Share Amount, pursuant to Section 3.7 and subject thereto; and (d) immediately after the First Merger Effective Time, all Capital Stock of the Company, including any withholding Taxes required by applicable Law Options and Warrants, shall no longer be outstanding and, to the extent outstanding, shall automatically be canceled and retired, or converted in accordance with Section 3.3(h)the terms of this Agreement. (Be) Subject to At the other provisions of this ARTICLE IIISecond Merger Effective Time, each share of Series A Convertible Preferred Stock, par value $0.01 per share, by virtue of the Company Second Merger and without any action on the part of the Company, Merger Sub (“Company Preferred Stock”LLC) or the Buyer, (i) the membership interest of Merger Sub (LLC) issued and outstanding immediately prior to the Second Merger Effective Time (excluding any shares of Company Preferred Stock described in clause (iii) of this Section 3.1(a) and Dissenting Shares) shall be converted automatically at into and become one membership interest in the Effective Time into Surviving Company owned by the right to receive from Parent an amount in cash equal to the product of Buyer, and (1ii) the number of shares of Company Common all Capital Stock into which such share of Company Preferred Stock is convertible as of the Effective Time surviving company of the First Merger shall be canceled, retired and (2) the Common Merger Consideration (the “Preferred Merger Consideration”)shall cease to exist, without any interest thereon conversion thereof, and subject to any withholding Taxes required by applicable Law in accordance with Section 3.3(h), provided that, if the Preferred Merger Consideration includes any SpinCo Common Stock, the number of shares of SpinCo Common Stock to which any holder of Company Preferred Stock would otherwise be entitled pursuant to this Section 3.1(a)(ii)(B) no distribution shall be rounded to the nearest whole number and no fractional shares of SpinCo Common Stock shall be issued to any such holder. (C) All such shares of Company Common Stock and Company Preferred Stock, when so converted, shall cease to be outstanding and shall automatically be canceled and cease to exist. Each holder of any such share of Company Common Stock and Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights made with respect thereto, except the right to receive the Merger Consideration to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, and the right to receive any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid or undistributed at the Effective Time (including the Pre-Closing Dividend, as the case may be).

Conversion of Capital Stock of the Company. (Aa) Subject to At the other provisions Effective Time, by virtue of this ARTICLE IIIthe Merger and without any action on the part of the holder thereof, each share of Class A Company’s no par value common stock (“Company Shares”) outstanding immediately prior to the Effective Time, including those Company Shares subject to restricted stock awards that become non-forfeitable and fully transferable by virtue of the transactions contemplated hereunder (“Restricted Company Shares”), (other than Company Shares owned or held directly or indirectly by Parent or by Merger Subsidiary or directly or indirectly by the Company, all of which shall be canceled as provided in Section 2.1(d)), shall be converted into the right to receive: (i) 0.400 shares of Parent’s common stock (“Parent Common Stock”), par value $0.01 per shareshare (the “Per Share Stock Consideration”), and (ii) $9.75 in cash, without interest (the “Per Share Cash Consideration” and, together with the “Per Share Stock Consideration,” the “Merger Consideration”), together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.7. (b) The nature and amount of the Merger Consideration is fixed and will not be adjusted for changes in the market value of Parent Common Stock or of the Company Shares. (“Company Common Stock”c) Each issued and outstanding immediately prior Company Share (other than shares to the Effective Time (excluding any shares of Company Common Stock described be cancelled in accordance with Section 3.1(a)(iii2.1(d)), Dissenting Shares and Company Restricted Stock Awards addressed in Section 3.2), hereof shall be converted automatically at the Effective Time into the right to receive from Parent the Common Merger Consideration, without any interest thereon . From and subject to any withholding Taxes required by applicable Law in accordance with Section 3.3(h). (B) Subject to the other provisions of this ARTICLE III, each share of Series A Convertible Preferred Stock, par value $0.01 per share, of the Company (“Company Preferred Stock”) issued and outstanding immediately prior to after the Effective Time (excluding any shares of Time, all such Company Preferred Stock described in clause (iii) of this Section 3.1(a) and Dissenting Shares) Shares shall be converted automatically at the Effective Time into the right to receive from Parent an amount in cash equal to the product of (1) the number of shares of Company Common Stock into which such share of Company Preferred Stock is convertible as of the Effective Time and (2) the Common Merger Consideration (the “Preferred Merger Consideration”), without any interest thereon and subject to any withholding Taxes required by applicable Law in accordance with Section 3.3(h), provided that, if the Preferred Merger Consideration includes any SpinCo Common Stock, the number of shares of SpinCo Common Stock to which any holder of Company Preferred Stock would otherwise be entitled pursuant to this Section 3.1(a)(ii)(B) shall be rounded to the nearest whole number and no fractional shares of SpinCo Common Stock shall be issued to any such holder. (C) All such shares of Company Common Stock and Company Preferred Stock, when so converted, shall cease to longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist. Each , and each holder of a Company Share, whether held as book-entry or by a certificate representing any such share of Company Common Stock and Company Preferred Stock that was outstanding immediately prior to the Effective Time Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with the terms hereof. (d) Each Company Share owned by Parent, Merger Subsidiary or any Certificates other wholly-owned subsidiary of Parent, or Book-Entry Sharesheld by the Company at the Effective Time shall, as applicableby virtue of the Merger, cease to be outstanding, shall be canceled and retired, and the right to receive any dividends no Merger Consideration, cash or other distributions with a record date consideration shall be delivered in exchange therefor. (e) Each share of the common stock, par value $0.01 per share, of Merger Subsidiary outstanding immediately prior to the Effective Time which may have been authorized by the Company shall remain outstanding and which remain unpaid or undistributed at unchanged following the Effective Time (including as shares of the Pre-Closing Dividend, as the case may be).Surviving Corporation. Back to Contents

Conversion of Capital Stock of the Company. (A) Subject to the other provisions of this ARTICLE IIISection 2.1(d), and Sections 2.2, 3.1 and 3.2, each issued and outstanding share of Class A Common Stock, par value $0.01 per share, capital stock of the Company (“without par value) ("Company Common Stock”") (other than shares to be canceled pursuant to Section 2.1(b)), that is issued and outstanding immediately prior to the Effective Time (excluding shall automatically be canceled and extinguished and converted, without any shares action on the part of Company Common Stock described in Section 3.1(a)(iii)the holder thereof, Dissenting Shares and Company Restricted Stock Awards addressed in Section 3.2), shall be converted automatically at the Effective Time into the right to receive from Parent the Common Merger Consideration, without any interest thereon and subject to any withholding Taxes required by applicable Law in accordance with Section 3.3(h). USFloral (Bi) Subject to the other provisions of this ARTICLE III, each share of Series A Convertible Preferred Stock, par value $0.01 per share, of the Company (“Company Preferred Stock”) issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Preferred Stock described in clause (iii) of this Section 3.1(a) and Dissenting Shares) shall be converted automatically at the Effective Time into the right to receive from Parent an amount in of cash equal to the product cash portion of the Initial Consideration (1as defined in Section 2.2) divided by the number of shares of Company Common Stock into which such share outstanding immediately prior to the Effective Time, (ii) that number of Company Preferred shares of USFloral common stock, $.001 par value ("USFloral Common Stock"), valued at the Merger Price (as defined in Section 2.2), that is equal in value to the USFloral Common Stock is convertible as portion of the Effective Time and (2) the Common Merger Initial Consideration (the “Preferred Merger Consideration”), without any interest thereon and subject to any withholding Taxes required divided by applicable Law in accordance with Section 3.3(h), provided that, if the Preferred Merger Consideration includes any SpinCo Common Stock, the number of shares of SpinCo Company Common Stock outstanding immediately prior to which any holder the Effective Time, (iii) an amount of cash equal to the cash portion of the Earn-Out Consideration (as defined in Section 2.2) divided by the number of shares of Company Preferred Common Stock would otherwise be entitled pursuant to this Section 3.1(a)(ii)(B) shall be rounded outstanding immediately prior to the nearest whole Effective Time, and (iv) that number and no fractional of shares of SpinCo USFloral Common Stock, valued at the Earn-Out Price (as defined in Section 2.2), that is equal in value to the USFloral Common Stock shall be issued portion of the Earn-Out Consideration divided by the number of shares of Company Common Stock outstanding immediately prior to any such holder. (C) the Effective Time. All such shares of Company Common Stock and Company Preferred Stock, when so converted, shall cease to no longer be outstanding and shall automatically be canceled and retired and shall cease to exist. Each , and each holder of a certificate representing any such share of Company Common Stock and Company Preferred Stock that was outstanding immediately prior to the Effective Time shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, and the right to receive any dividends or other distributions such certificate in accordance with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid or undistributed at the Effective Time (including the Pre-Closing Dividend, as the case may be)Section 2.3 of this Agreement.