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

Conversion of Capital Stock of the Company. Subject to Section 2.1(d), and Sections 2.2, 3.1 and 3.2, each issued and outstanding share of common stock of the Company, $1.00 par value per share ("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 shall automatically be canceled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive (i) an amount of cash equal to the cash portion of the Merger Consideration divided by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time and (ii) that number of 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 portion of the Merger Consideration (as defined in Section 2.2) divided by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time. All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the consideration therefor upon the surrender of such certificate in accordance with Section 2.3 of this Agreement.

Conversion of Capital Stock of the Company. Subject to Section 2.1(d)the other provisions of this Article III, each share of Class A Common Stock, par value $0.001 per share of the Company (“Class A Common Stock”) and Class B Common Stock, par value $0.001 per share of the Company (“Class B Common Stock”, and Sections 2.2together with Class A Common Stock, 3.1 and 3.2, each issued and outstanding share of common stock of the Company, $1.00 par value per share ("“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 shall automatically be canceled (excluding any shares of Company Common Stock described in Section 3.1(a)(iii), the Rollover Shares and extinguished and convertedDissenting Shares), without including for the avoidance of doubt any action on the part of the holder thereof, into the right to receive (i) an amount of cash equal to the cash portion of the Merger Consideration divided by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time and whose prior restrictions have lapsed pursuant to Section 3.2, shall be converted automatically into the right to receive from Parent $87.50 in cash (ii) that number of shares of USFloral common stock, $.001 par value ("USFloral Common Stock"the “Merger Consideration”), valued at the Merger Price (as defined without any interest thereon and subject to any withholding Taxes required by applicable Law in accordance with Section 2.2), that is equal in value to the USFloral Common Stock portion of the Merger Consideration (as defined in Section 2.2) divided by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time3.6. All such shares of Company Common Stock, when so converted, shall no longer cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and each . Each holder of a certificate representing any such shares share of Company Common 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 such certificate any Certificates or Uncertificated Shares, as applicable, and the right to receive dividends and other distributions in accordance with clause (ii) of the first sentence of Section 2.3 of this Agreement3.3(c), in each case without interest.

Conversion of Capital Stock of the Company. Subject to Section 2.1(d), and Sections 2.2, 3.1 and 3.2, each issued and outstanding share of common stock of the Company, $1.00 Company,$__ par value per share ("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 shall automatically be canceled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive (i) an amount of cash equal to the cash portion of the Merger Consideration divided by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time and (ii) that number of 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 portion of the Merger Consideration (as defined in Section 2.2) divided by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time. All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the consideration therefor upon the surrender of such certificate in accordance with Section 2.3 of this Agreement.

Conversion of Capital Stock of the Company. Subject to Section 2.1(d), and Sections 2.2, 3.1 and 3.2, each issued and outstanding share of common stock of the Company, $1.00 par value per share ("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 shall automatically be canceled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive (i) an amount of cash equal to the cash portion of the Merger Consideration $1.6 million divided by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time and (ii) that number of shares of USFloral common stock, $.001 par value ("USFloral Common Stock"), valued at the Merger Earn-Out Price (as defined in Section 2.22.2(a)), that is equal in value to the USFloral Common Stock portion of the Merger Earn-Out Consideration (as defined in Section 2.22.2(a)) divided by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time, all to be distributed to the Stockholders at the times set forth in Section 2.2(a) hereof. All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the consideration therefor upon the surrender of such certificate in accordance with Section 2.3 of this Agreement.

Conversion of Capital Stock of the Company. Subject to Section 2.1(dSections ------------------------------------------ 2.1(c), (d) and Sections 2.2(e) below, 3.1 and 3.2, each all issued and outstanding share shares of common stock of the Company, $1.00 no par value per share ("Company Common Stock") (other than shares to be canceled pursuant to Section 2.1(b2.1(a)), that is are issued and outstanding immediately prior to the Effective Time shall automatically be canceled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive (i) an amount aggregate of cash equal to the cash portion of the Merger Consideration divided by the number of 242,424 shares of Company Common Stock outstanding immediately prior to common stock of Parent (the Effective Time and (ii) that number of shares of USFloral common stock, $.001 par value ("USFloral Parent Common Stock") and $500,000 in cash (the "Cash Consideration", and together with the Parent Common Stock, the "Merger Consideration"), valued at the Merger Price (as defined in Section 2.2), that is equal in value to the USFloral Common Stock portion of the Merger Consideration (as defined in Section 2.2) divided by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time. All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such 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 Section 2.3 2.2 of this Agreement. The ratio pursuant to which each share of Company Common Stock will be exchanged for shares of Parent Common Stock, determined in accordance with the foregoing provisions, is referred to as the "Exchange Ratio."