Common use of Conversion of Company Shares Clause in Contracts

Conversion of Company Shares. At the Effective Time, by virtue of the Merger and without any action on the part of a holder of Company Shares: (a) Each Parent Share that is issued and outstanding at the Effective Time shall remain issued and outstanding and shall remain unchanged by the Merger. Each Company Share held by Company as treasury stock or by any of its Subsidiaries prior to the Effective Time shall be cancelled, and no payment shall be made in respect thereof. (b) Subject to Sections 2.1(a), 2.1(c), 2.1(e), 2.2, 2.3, 2.5 and 2.6, each Company Share issued and outstanding immediately before the Effective Time shall be converted into, and shall be canceled in exchange for, the right to receive, at the election of the holder thereof: (i) a fraction, rounded to the nearest one thousandth, of a Parent Share equal to “A” divided by “B” where “A” shall equal $8.00 and where “B” shall equal the Parent Average Price as of the date of this Agreement (the “Exchange Ratio”); provided, however, if the Parent Average Price as of the Effective Time multiplied by the Exchange Ratio (the “Effective Time Stock Value”) is: (A) more than $8.25, then the Exchange Ratio shall be adjusted so that the Effective Time Stock Value shall equal $8.25; or (B) less than $7.75, then the Exchange Ratio shall be adjusted so that the Effective Time Stock Value shall equal $7.75 (the “Per Share Stock Consideration”); or (ii) cash in the amount of $8.00 (the “Per Share Cash Consideration”). (c) Notwithstanding anything in this Agreement to the contrary, the aggregate Merger Consideration shall be composed of 20% Parent Shares and 80% cash (the “Consideration Mix”); provided, however, (x) Company may terminate this Agreement if the Parent Average Price as of the Effective Time is equal to or less than 85% of the Parent Average Price as of the date of this Agreement, unless (i) Parent and Company mutually agree to alter the Consideration Mix or (ii) Parent elects to pay 100% of the Merger Consideration in cash, and (y) Parent may elect to pay 100% of the Merger Consideration in cash if the Parent Average Price as of the Effective Time is equal to or less than 85% of the Parent Average Price as of the date of this Agreement. (d) After determining the aggregate amount of Merger Consideration in accordance with Sections 2(b) and (c), a determination shall be made as to the total amount of cash to be paid as Merger Consideration, excluding amounts deposited for Dissenting Shares pursuant to Section 2.4(a) (the “Aggregate Cash Consideration”) and the total number of Parent Shares to be paid as Merger Consideration (the “Aggregate Stock Consideration”). (e) In the event the number of outstanding Company Shares on a fully-diluted basis immediately before the Effective Time exceeds the number of outstanding Company Shares on a fully-diluted basis specified in Section 3.2, then the dollar amounts specified in Section 2.1(b)(i) and (ii) shall be adjusted by multiplying such dollar amounts by a fraction, the numerator of which shall be the number of outstanding Company Shares on a fully-diluted basis specified in Section 3.2 and the denominator of which shall be the number of outstanding Company Shares on a fully-diluted basis immediately before the Effective Time.

Conversion of Company Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of a Parent, Merger Sub, the Company or any holder of any ordinary shares, par value NIS 7.2 each, of the Company (the “Company Shares:”, and each a “Company Share”): (ai) Each Parent subject to Section 1.6(b), each Company Share that is issued and outstanding at immediately prior to the Effective Time shall remain issued automatically be deemed transferred to Parent in exchange for the right to receive an amount, in cash (rounded to the nearest cent), without interest and subject to deduction for any required withholding Tax, equal to the quotient of (A) the Closing Purchase Price divided by (B) the number of Fully Diluted Shares Outstanding immediately prior to the Effective Time (such amount, the “Merger Consideration”); and (ii) each ordinary share, par value NIS 0.01 per share, of Merger Sub outstanding and shall remain unchanged by the Merger. Each Company Share held by Company as treasury stock or by any of its Subsidiaries immediately prior to the Effective Time shall be cancelledcanceled and shall cease to exist, and no payment consideration shall be made delivered in respect thereofexchange therefor. (b) Subject to Sections 2.1(a)If, 2.1(c), 2.1(e), 2.2, 2.3, 2.5 during the period commencing on the Agreement Date and 2.6, each Company Share issued and outstanding immediately before ending at the Effective Time shall be converted into, and shall be canceled in exchange forTime, the right to receiveCompany Shares are changed into a different number or class of shares by reason of any stock split, at the election division or subdivision of the holder thereof: (i) a fractionshares, rounded to the nearest one thousandthstock dividend, reverse stock split, consolidation of a Parent Share equal to “A” divided by “B” where “A” shall equal $8.00 and where “B” shall equal the Parent Average Price as of the date of this Agreement (the “Exchange Ratio”); providedshares, howeverreclassification, if the Parent Average Price as of the Effective Time multiplied by the Exchange Ratio (the “Effective Time Stock Value”) is: (A) more than $8.25recapitalization or other similar transaction, then the Exchange Ratio shall be adjusted so that the Effective Time Stock Value shall equal $8.25; or (B) less than $7.75, then the Exchange Ratio shall be adjusted so that the Effective Time Stock Value shall equal $7.75 (the “Per Share Stock Consideration”); or (ii) cash in the amount of $8.00 (the “Per Share Cash Consideration”). (c) Notwithstanding anything in this Agreement to the contrary, the aggregate Merger Consideration shall be composed of 20% Parent Shares appropriately adjusted and 80% cash (the “Consideration Mix”); provided, however, (x) Company may terminate this Agreement if the Parent Average Price as of the Effective Time is equal such adjustment to or less than 85% of the Parent Average Price as of the date of this Agreement, unless (i) Parent and Company mutually agree to alter the Consideration Mix or (ii) Parent elects to pay 100% of the Merger Consideration in cash, and (y) Parent may elect to pay 100% of the Merger Consideration in cash if the Parent Average Price as of the Effective Time is equal to or less than 85% of the Parent Average Price as of the date of this Agreement. (d) After determining the aggregate amount of Merger Consideration in accordance with Sections 2(b) and (c), a determination shall be made as provide to the total amount holders of cash to be paid as Merger Consideration, excluding amounts deposited for Dissenting Shares pursuant to Section 2.4(a) (the “Aggregate Cash Consideration”) and the total number of Parent Shares to be paid as Merger Consideration (the “Aggregate Stock Consideration”). (e) In the event the number of outstanding Company Shares on a fully-diluted basis immediately before the Effective Time exceeds the number of outstanding Company Shares on a fully-diluted basis specified in Section 3.2, then the dollar amounts specified in Section 2.1(b)(i) and (ii) shall be adjusted same economic effect as contemplated by multiplying this Agreement prior to such dollar amounts by a fraction, the numerator of which shall be the number of outstanding Company Shares on a fully-diluted basis specified in Section 3.2 and the denominator of which shall be the number of outstanding Company Shares on a fully-diluted basis immediately before the Effective Timeaction.

Conversion of Company Shares. At Subject to Section 2.8, at the Effective Time, by virtue of the Merger and without any action on the part of a Parent, Acquisition Sub, the Company or any holder of Company Shares: (a) Each Parent Share that is issued and outstanding at the Effective Time shall remain issued and outstanding and shall remain unchanged any Company Shares then held by the Merger. Each Company Share (or held by Company as treasury stock or by any of its Subsidiaries prior in the Company’s treasury) shall cease to the Effective Time shall be cancelledexist, and no payment consideration shall be made paid in respect thereof.exchange therefor; (b) Subject any Company Shares then held by Parent, Acquisition Sub or any other wholly owned Subsidiary of Parent shall cease to Sections 2.1(aexist, and no consideration shall be paid in exchange therefor; (c) except as provided in clauses “(a), 2.1(c” and “(b), 2.1(e), 2.2, 2.3, 2.5 and 2.6” above, each Company Share issued and outstanding immediately before prior to the Effective Time (excluding any Appraisal Shares) shall be converted into the right to receive, in cash, without interest, the Per Share Amount (subject to applicable withholding taxes), and shall no longer be outstanding and shall automatically be canceled and cease to exist, and each holder of such Company Shares shall cease to have any rights with respect thereto, except the right to receive the payment provided by this Section 2.5(c); and (d) each share of common stock, par value $0.01 per share, of Acquisition Sub issued and outstanding immediately prior to the Effective Time shall be converted into, and shall be canceled in exchange for, the right to receive, at the election into one share of the holder thereof: (i) a fractioncommon stock, rounded to the nearest one thousandthpar value $0.01 per share, of a Parent Share equal to “A” divided by “B” where “A” shall equal $8.00 and where “B” shall equal the Parent Average Price as Surviving Corporation. Without duplication of the effects of Section 1.1(e), if, between the date of this Agreement (the “Exchange Ratio”); provided, however, if the Parent Average Price as of and the Effective Time multiplied Time, the outstanding Company Shares are changed into a different number or class of shares by the Exchange Ratio (the “Effective Time Stock Value”) is: (A) more than $8.25reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Exchange Ratio amount of cash into which each Company Share is converted in the Merger shall be adjusted so that the Effective Time Stock Value shall equal $8.25; or (B) less than $7.75, then the Exchange Ratio shall be adjusted so that the Effective Time Stock Value shall equal $7.75 (the “Per Share Stock Consideration”); or (ii) cash in the amount of $8.00 (the “Per Share Cash Consideration”). (c) Notwithstanding anything in this Agreement to the contrary, the aggregate Merger Consideration shall be composed of 20% Parent Shares and 80% cash (the “Consideration Mix”); provided, however, (x) Company may terminate this Agreement if the Parent Average Price as of the Effective Time is equal to or less than 85% of the Parent Average Price as of the date of this Agreement, unless (i) Parent and Company mutually agree to alter the Consideration Mix or (ii) Parent elects to pay 100% of the Merger Consideration in cash, and (y) Parent may elect to pay 100% of the Merger Consideration in cash if the Parent Average Price as of the Effective Time is equal to or less than 85% of the Parent Average Price as of the date of this Agreementextent appropriate. (d) After determining the aggregate amount of Merger Consideration in accordance with Sections 2(b) and (c), a determination shall be made as to the total amount of cash to be paid as Merger Consideration, excluding amounts deposited for Dissenting Shares pursuant to Section 2.4(a) (the “Aggregate Cash Consideration”) and the total number of Parent Shares to be paid as Merger Consideration (the “Aggregate Stock Consideration”). (e) In the event the number of outstanding Company Shares on a fully-diluted basis immediately before the Effective Time exceeds the number of outstanding Company Shares on a fully-diluted basis specified in Section 3.2, then the dollar amounts specified in Section 2.1(b)(i) and (ii) shall be adjusted by multiplying such dollar amounts by a fraction, the numerator of which shall be the number of outstanding Company Shares on a fully-diluted basis specified in Section 3.2 and the denominator of which shall be the number of outstanding Company Shares on a fully-diluted basis immediately before the Effective Time.

Conversion of Company Shares. At Subject to Section 2.9, at the Effective Time, by virtue of the Merger and without any action on the part of a Parent, Acquisition Sub, the Company, any holder of Company SharesShares or any other Person: (a) Each Parent Share any Company Shares that is issued and outstanding at the Effective Time shall remain issued and outstanding and shall remain unchanged are owned by the Merger. Each Company Share (or held by Company as treasury stock or in the Company’s treasury), owned by any Subsidiary of its Subsidiaries the Company, or owned by Parent, Acquisition Sub or any other wholly owned Subsidiary of Parent immediately prior to the Effective Time shall be cancelled, shall cease to exist, shall no longer be outstanding, and no payment consideration shall be made paid in respect thereof.exchange therefor; (b) Subject to Sections 2.1(a), 2.1(c), 2.1(e), 2.2, 2.3, 2.5 and 2.6except as provided in clause (a) above, each Company Share issued (excluding (i) any Appraisal Shares and (ii) Company Restricted Shares) that is outstanding immediately before prior to the Effective Time, shall be cancelled, shall cease to exist, shall no longer be outstanding, and shall be converted into the right to receive, in cash, without interest, the Per Share Amount; and (c) each share of common stock, par value $0.01 per share, of Acquisition Sub that is outstanding immediately prior to the Effective Time shall be converted intointo one validly issued, fully paid and shall be canceled in exchange for, the right to receive, at the election nonassessable share of the holder thereof: (icommon stock of the Surviving Corporation. Without duplication of the effects of Section 1.1(e) a fractionand subject to Section 5.1(b), rounded to the nearest one thousandthif, of a Parent Share equal to “A” divided by “B” where “A” shall equal $8.00 and where “B” shall equal the Parent Average Price as of between the date of this Agreement (the “Exchange Ratio”); provided, however, if the Parent Average Price as of and the Effective Time multiplied Time, the outstanding Company Shares are changed into a different number or class of shares by the Exchange Ratio (the “Effective Time Stock Value”) is: (A) more than $8.25reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Exchange Ratio amount of cash into which each Company Share is converted in the Merger shall be adjusted so that the Effective Time Stock Value shall equal $8.25; or (B) less than $7.75, then the Exchange Ratio shall be adjusted so that the Effective Time Stock Value shall equal $7.75 (the “Per Share Stock Consideration”); or (ii) cash in the amount of $8.00 (the “Per Share Cash Consideration”). (c) Notwithstanding anything in this Agreement to the contrary, the aggregate Merger Consideration shall be composed of 20% Parent Shares and 80% cash (the “Consideration Mix”); provided, however, (x) Company may terminate this Agreement if the Parent Average Price as of the Effective Time is equal to or less than 85% of the Parent Average Price as of the date of this Agreement, unless (i) Parent and Company mutually agree to alter the Consideration Mix or (ii) Parent elects to pay 100% of the Merger Consideration in cash, and (y) Parent may elect to pay 100% of the Merger Consideration in cash if the Parent Average Price as of the Effective Time is equal to or less than 85% of the Parent Average Price as of the date of this Agreementextent appropriate. (d) After determining the aggregate amount of Merger Consideration in accordance with Sections 2(b) and (c), a determination shall be made as to the total amount of cash to be paid as Merger Consideration, excluding amounts deposited for Dissenting Shares pursuant to Section 2.4(a) (the “Aggregate Cash Consideration”) and the total number of Parent Shares to be paid as Merger Consideration (the “Aggregate Stock Consideration”). (e) In the event the number of outstanding Company Shares on a fully-diluted basis immediately before the Effective Time exceeds the number of outstanding Company Shares on a fully-diluted basis specified in Section 3.2, then the dollar amounts specified in Section 2.1(b)(i) and (ii) shall be adjusted by multiplying such dollar amounts by a fraction, the numerator of which shall be the number of outstanding Company Shares on a fully-diluted basis specified in Section 3.2 and the denominator of which shall be the number of outstanding Company Shares on a fully-diluted basis immediately before the Effective Time.

Conversion of Company Shares. At (a) Subject to Section 2.8, at the Effective Time, by virtue of the Merger and without any action on the part of a Parent, Acquisition Sub, the Company or any holder of Company Shares: (ai) Each Parent Share that is issued and outstanding at the Effective Time shall remain issued and outstanding and shall remain unchanged any Company Shares then held by the Merger. Each Company Share or any wholly owned Subsidiary of the Company (or held by Company as treasury stock or by any of its Subsidiaries prior in the Company’s treasury) shall automatically be cancelled and retired and cease to the Effective Time shall be cancelledexist, and no payment consideration shall be made paid in respect thereof.exchange therefor; (bii) Subject any Company Shares then held by Parent, Acquisition Sub or any other wholly owned Subsidiary of Parent shall automatically be cancelled and retired and cease to exist, and no consideration shall be paid in exchange therefor; (iii) except as provided in clauses (i) and (ii) above and subject to Sections 2.1(a), 2.1(c), 2.1(e), 2.2, 2.3, 2.5 2.5(b) and 2.6, each Company Share issued and then outstanding immediately before (including any outstanding Company Shares subject to any repurchase rights in favor of the Company which, by their terms, would lapse as of the Effective Time Time, but excluding any Appraisal Shares, shall be converted into, and shall be canceled in exchange for, into the right to receive, at in cash, without interest, the election Per Share Amount; and (iv) each share of common stock, par value $1.00 per share, of Acquisition Sub then outstanding shall be converted into one newly issued, fully paid and non-assessable share of the holder thereof:common stock of the Surviving Corporation, and thereupon each certificate representing ownership of such shares of common stock of Acquisition Sub shall thereafter represent ownership of shares of common stock of the Surviving Corporation. (ib) a fractionWithout duplication of the effects of Section 1.1(e), rounded to the nearest one thousandthif, of a Parent Share equal to “A” divided by “B” where “A” shall equal $8.00 and where “B” shall equal the Parent Average Price as of between the date of this Agreement (the “Exchange Ratio”); provided, however, if the Parent Average Price as of and the Effective Time multiplied Time, the outstanding Company Shares are changed into a different number or class of shares by the Exchange Ratio (the “Effective Time Stock Value”) is: (A) more than $8.25reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Exchange Ratio Per Share Amount shall be adjusted so that the Effective Time Stock Value shall equal $8.25; or (B) less than $7.75, then the Exchange Ratio shall be adjusted so that the Effective Time Stock Value shall equal $7.75 (the “Per Share Stock Consideration”); or (ii) cash in the amount of $8.00 (the “Per Share Cash Consideration”). (c) Notwithstanding anything in this Agreement to the contrary, the aggregate Merger Consideration shall be composed of 20% Parent Shares and 80% cash (the “Consideration Mix”); provided, however, (x) Company may terminate this Agreement if the Parent Average Price as of the Effective Time is equal to or less than 85% of the Parent Average Price as of the date of this Agreement, unless (i) Parent and Company mutually agree to alter the Consideration Mix or (ii) Parent elects to pay 100% of the Merger Consideration in cash, and (y) Parent may elect to pay 100% of the Merger Consideration in cash if the Parent Average Price as of the Effective Time is equal to or less than 85% of the Parent Average Price as of the date of this Agreementextent appropriate. (d) After determining the aggregate amount of Merger Consideration in accordance with Sections 2(b) and (c), a determination shall be made as to the total amount of cash to be paid as Merger Consideration, excluding amounts deposited for Dissenting Shares pursuant to Section 2.4(a) (the “Aggregate Cash Consideration”) and the total number of Parent Shares to be paid as Merger Consideration (the “Aggregate Stock Consideration”). (e) In the event the number of outstanding Company Shares on a fully-diluted basis immediately before the Effective Time exceeds the number of outstanding Company Shares on a fully-diluted basis specified in Section 3.2, then the dollar amounts specified in Section 2.1(b)(i) and (ii) shall be adjusted by multiplying such dollar amounts by a fraction, the numerator of which shall be the number of outstanding Company Shares on a fully-diluted basis specified in Section 3.2 and the denominator of which shall be the number of outstanding Company Shares on a fully-diluted basis immediately before the Effective Time.