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

Conversion of Capital Stock of the Company. Subject to 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 together with Class A Common Stock, “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), the Rollover Shares and Dissenting Shares), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time 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 (the “Merger Consideration”), without any interest thereon and subject to any withholding Taxes required by applicable Law in accordance with Section 3.6. All such shares of Company Common Stock, when so converted, shall cease to be outstanding and shall cease to exist. Each holder of any such 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 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 3.3(c), in each case without interest.

Conversion of Capital Stock of the Company. 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 Stockcommon stock of the Company, $1.00 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 together with Class A Common Stock, “"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 (excluding any shares i) an amount of Company Common Stock described in Section 3.1(a)(iii), cash equal to the Rollover Shares and Dissenting Shares), including for cash portion of the avoidance Merger Consideration divided by the number of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2and (ii) that number of shares of USFloral common stock, shall be converted automatically into the right to receive from Parent $87.50 in cash .001 par value (the “Merger Consideration”"USFloral Common Stock"), without any interest thereon and subject valued at the Merger Price (as defined in Section 2.2), that is equal in value to any withholding Taxes required the USFloral Common Stock portion of the Merger Consideration (as defined in Section 2.2) divided by applicable Law in accordance with Section 3.6the 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 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 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 Uncertificated Shares, as applicable, and the right to receive dividends and other distributions such certificate in accordance with clause (ii) Section 2.3 of the first sentence of Section 3.3(c), in each case without interestthis Agreement.

Conversion of Capital Stock of the Company. 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 Stockcommon stock of the Company, $1.00 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 together with Class A Common Stock, “"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 (excluding any shares i) an amount of Company Common Stock described in Section 3.1(a)(iii), cash equal to $1.6 million divided by the Rollover Shares and Dissenting Shares), including for the avoidance number of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2and (ii) that number of shares of USFloral common stock, shall be converted automatically into the right to receive from Parent $87.50 in cash .001 par value (the “Merger Consideration”"USFloral Common Stock"), without any interest thereon and subject valued at the Earn-Out Price (as defined in Section 2.2(a)), that is equal in value to any withholding Taxes required the Earn-Out Consideration (as defined in Section 2.2(a)) divided by applicable Law 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 accordance with Section 3.62.2(a) hereof. All such shares of Company Common 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 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 Uncertificated Shares, as applicable, and the right to receive dividends and other distributions such certificate in accordance with clause (ii) Section 2.3 of the first sentence of Section 3.3(c), in each case without interestthis Agreement.

Conversion of Capital Stock of the Company. 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, common stock of the Company,$__ 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 together with Class A Common Stock, “"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 (excluding any shares i) an amount of Company Common Stock described in Section 3.1(a)(iii), cash equal to the Rollover Shares and Dissenting Shares), including for cash portion of the avoidance Merger Consideration divided by the number of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2and (ii) that number of shares of USFloral common stock, shall be converted automatically into the right to receive from Parent $87.50 in cash .001 par value (the “Merger Consideration”"USFloral Common Stock"), without any interest thereon and subject valued at the Merger Price (as defined in Section 2.2), that is equal in value to any withholding Taxes required the USFloral Common Stock portion of the Merger Consideration (as defined in Section 2.2) divided by applicable Law in accordance with Section 3.6the 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 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 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 Uncertificated Shares, as applicable, and the right to receive dividends and other distributions such certificate in accordance with clause (ii) Section 2.3 of the first sentence of Section 3.3(c), in each case without interestthis Agreement.

Conversion of Capital Stock of the Company. Subject to Sections ------------------------------------------ 2.1(c), (d) and (e) below, all issued and outstanding shares of common stock of the other provisions of this Article IIICompany, each share of Class A Common Stock, no 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 together with Class A Common Stock, “"Company Common Stock”") (other than shares to be canceled pursuant to Section 2.1(a)), that are 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, the Rollover Shares and Dissenting Shares), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, shall be converted automatically into the right to receive from an aggregate of 242,424 shares of common stock of Parent (the "Parent Common Stock") and $87.50 500,000 in cash (the “"Cash Consideration", and together with the Parent Common Stock, the "Merger Consideration”"), without any interest thereon and subject to any withholding Taxes required by applicable Law in accordance with Section 3.6. All such shares of Company Common 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 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 Uncertificated Shares, as applicable, and the right to receive dividends and other distributions such certificate in accordance with clause (ii) Section 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 first sentence of Section 3.3(c)foregoing provisions, in each case without interestis referred to as the "Exchange Ratio."