Common use of Conversion of Company Stock Clause in Contracts

Conversion of Company Stock. Subject to adjustment, if applicable, pursuant to SECTIONS 4.1(e) AND 4.1(f) hereof, and subject to the provisions of SECTION 4.3 hereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in SECTION 4.1(d)), shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive 1.9876 shares of Parent Common Stock (including the associated Parent Rights). The shares of Parent Common Stock (including the associated Parent Rights) issuable in connection with the Merger and the transactions contemplated thereby are referred to herein as the "PARENT SHARES". At the Effective Time, all shares of Company Common Stock converted into the right to receive Parent Shares pursuant to this SECTION 4.1(a) shall, by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding, be canceled and cease to exist, and each holder of a certificate theretofore representing any such shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Common Stock, except the right to receive, upon the surrender of such certificate (or other appropriate action) in accordance with SECTION 4.2, the number of Parent Shares specified above. The ratio of shares of Parent Common Stock issuable per share of Company Common Stock, as adjusted from time to time pursuant to SECTIONS 4.1(e) AND 4.1(f), is sometimes hereinafter referred to as the "EXCHANGE RATIO"..

Conversion of Company Stock. Subject to adjustment, if applicable, pursuant to SECTIONS 4.1(e) AND 4.1(f) hereof, and subject to the provisions of SECTION 4.3 hereof, each Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding other than any shares of Company Common Stock described to be cancelled pursuant to Section 1.6(b) and any Dissenting Shares (as defined and to the extent provided in SECTION 4.1(dSection 1.7(a)), shall, by virtue of the Merger ) will be cancelled and without any action on the part of the holder thereof, extinguished and be converted automatically into the right to receive 1.9876 the following (the "MERGER CONSIDERATION"): (i) cash in the amount, per share, equal to the quotient obtained by dividing (x) $20,000,000 by (y) the Aggregate Company Common Number (as defined in Section 1.6(g)(i) below), less the Company Expenses (as defined in Section 5.5) divided by the Aggregate Company Common Number, (ii) subject to the shares to be held in escrow pursuant to Article VII hereof, that number of duly authorized, validly issued, fully paid and non-assessable shares of Parent Common Stock equal to one times the Exchange Ratio (including as defined in Section 1.6(g)(iii) below) upon surrender of the associated Parent Rights). The certificate representing such share of Company Common Stock in the manner provided in Section 1.8, and (iii) the right to receive additional shares of Parent Common Stock pursuant to Section 1.9. Consistent with and pursuant to Parent's existing Rights Agreement, dated as of December 18, 1996, as amended (including the associated Parent Rights) issuable in connection with the Merger and the transactions contemplated thereby are referred to herein as the "PARENT SHARESRIGHTS AGREEMENT". At the Effective Time), all shares of Company Common Stock converted into the between Parent and BankBoston N.A., as rights agent, one right to receive Parent Shares issuable pursuant to this SECTION 4.1(a) shallthe Rights Agreement or any other right issued in substitution thereof (a "RIGHT"), by virtue of the Merger shall be issued together with and without any action on the part of the holders thereof, cease shall attach to be outstanding, be canceled and cease to exist, and each holder of a certificate theretofore representing any such shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Common Stock, except the right to receive, upon the surrender of such certificate (or other appropriate action) in accordance with SECTION 4.2, the number of Parent Shares specified above. The ratio of shares share of Parent Common Stock issuable per share of Company Common Stock, as adjusted from time to time issued pursuant to SECTIONS 4.1(ethis Section 1.6(a)(i) AND 4.1(f)and pursuant to Section 1.9, is sometimes hereinafter referred unless the Rights shall have expired or been redeemed prior to as the "EXCHANGE RATIO"..Effective Time.

Conversion of Company Stock. Subject to adjustment, if applicable, pursuant to SECTIONS 4.1(e) AND 4.1(f) hereof, and subject to the provisions of SECTION 4.3 hereofSection 1.11, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any other than shares of Company Common Stock described in SECTION 4.1(d)), shall, held by virtue of the Merger and without any action on the part of the holder thereof, Dissenting Stockholders) shall be converted automatically into the right to receive 1.9876 shares a fraction of a share of Parent Common Stock equal to the Exchange Ratio (including the associated Parent Rightsas defined in Section 1.6(e)). The shares of Parent Common Stock (including the associated Parent Rights) issuable in connection with the Merger All such Company Stock, when so converted, shall no longer be outstanding and the transactions contemplated thereby are referred to herein as the "PARENT SHARES". At the Effective Time, all shares of Company Common Stock converted into the right to receive Parent Shares pursuant to this SECTION 4.1(a) shall, by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding, shall automatically be canceled and retired and shall cease to exist, and each the holder of a certificate theretofore representing any such ("Stock Certificate") that, immediately prior to the Effective Time, represented outstanding shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Common Stockthereto, except the right to receive, upon the surrender of such certificate Stock Certificate, (or i) the Parent Common Stock to which such holder is entitled pursuant to this Section 1.6(c), (ii) certain dividends and other appropriate action) distributions in accordance with SECTION 4.2, the number Section 1.6(d) and (iii) cash in lieu of Parent Shares specified above. The ratio of fractional shares of Parent Common Stock issuable per share in accordance with Section 1.11, without interest (the "Merger Consideration"). Until surrendered as contemplated by Section 1.7, each Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 1.6(c). Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Stock or Parent Common StockStock shall have been changed into a different number of shares or a different class, because of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Exchange Ratio with respect to such shares shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. After the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Company Stock outstanding prior to the Effective Time. If, at or after the Effective Time, Stock Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged as adjusted from time to time pursuant to SECTIONS 4.1(e) AND 4.1(fprovided for, and in accordance with the procedures set forth in this Section 1.6(c), is sometimes hereinafter referred to as the "EXCHANGE RATIO"...

Conversion of Company Stock. Subject to adjustment, if --------------------------- applicable, pursuant to SECTIONS Sections 4.1(e) AND 4.1(fand (f) hereof, and subject to the ----------------------- provisions of SECTION Section 4.3 hereof, each share of Company Common Stock issued ----------- and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in SECTION Section 4.1(d)), shall, by -------------- virtue of the Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive 1.9876 shares of Parent Common Stock (including the associated Parent Rights). The shares of Parent Common Stock (including the associated Parent Rights) issuable in connection with the Merger and the transactions contemplated thereby are referred to herein as the "PARENT SHARESParent Shares". At the Effective ------------- Time, all shares of Company Common Stock converted into the right to receive Parent Shares pursuant to this SECTION Section 4.1(a) shall, by -------------- virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding, be canceled and cease to exist, and each holder of a certificate theretofore representing any such shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Common Stock, except the right to receive, upon the surrender of such certificate (or other appropriate action) in accordance with SECTION Section 4.2, the number of Parent Shares specified above. The ratio of ----------- shares of Parent Common Stock issuable per share of Company Common Stock, as adjusted from time to time pursuant to SECTIONS Sections 4.1(e) AND and 4.1(f), is sometimes hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"... --------------