Common use of Conversion of Securities in the Second Merger Clause in Contracts

Conversion of Securities in the Second Merger. (a) At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of Mercury, New Holdco, Merger Sub 2, Xxxxx or any shareholder or member thereof, (i) subject to Section 2.3 and Section 2.7, each Xxxxx Common Share issued and outstanding immediately prior to the Second Merger Effective Time, other than any Xxxxx Cancelled Shares and Xxxxx Dissenting Shares, shall automatically be converted, at the election of the holder thereof in accordance with, and subject to, the terms, conditions and procedures set forth in this Article II (including the proration procedures set forth in Section 2.3), into the right to receive the following (collectively, the “Merger Consideration”): A. each Xxxxx Common Share with respect to which an election to receive cash consideration (a “Cash Election”) is properly made, and not revoked, in accordance with Section 2.3, $27.82 in cash, without interest (the “Cash Election Consideration”); or B. each Xxxxx Common Share with respect to which an election to receive share consideration (a “Stock Election”) is properly made, and not revoked, in accordance with Section 2.3, 1.5762 of a validly issued, fully paid and nonassessable share of New Holdco Voting Common Stock (such number of shares, the “Stock Election Consideration”, or “Xxxxx Exchange Ratio”); or C. each Xxxxx Common Share that is deemed to be a No Election Share shall automatically be converted into the right to receive the Cash Election Consideration and/or the Stock Election Consideration in accordance with Section 2.3(c); (ii) each share or other security representing limited liability company interests in Xxxxx held in the treasury of Xxxxx or owned, directly or indirectly, by Xxxxx or any of Xxxxx’ Subsidiaries or Mercury or any of Mercury’s Subsidiaries immediately prior to the Second Merger Effective Time (collectively, “Xxxxx Cancelled Shares”) shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor, and each Xxxxx Preferred Share shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; and (iii) the limited liability company interests in Merger Sub 2 outstanding immediately prior to the Second Merger Effective Time shall be converted into 100 Xxxxx Class A Shares, which shall constitute one hundred percent (100%) of the limited liability company interest in the Surviving Company. (b) Notwithstanding any other provision contained in this Agreement, the total number of Xxxxx Common Shares that will be converted into the right to receive the Cash Election Consideration shall be equal to (i) 27,426,312, minus (ii) the number of Xxxxx Dissenting Shares as of immediately prior to the Second Merger Effective Time (such number of Xxxxx Common Shares, the “Cash Election Cap”). (c) At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of Mercury, New Holdco, Merger Sub 2, Xxxxx or any shareholder or member thereof, New Holdco shall be admitted as the sole member of Xxxxx, shall hold all of the outstanding limited liability company interests in Xxxxx and agrees to be bound by the Xxxxx LLC Agreement.

Conversion of Securities in the Second Merger. (a) At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of MercuryMontage, New Holdco, Merger Sub 2, Xxxxx Marigold or any shareholder or member thereof, (ia) subject to Section 2.3 and Section 2.72.6, each Xxxxx Marigold Common Share issued and outstanding immediately prior to the Second Merger Effective Time, other than any Xxxxx Marigold Cancelled Shares and Xxxxx any shares of Marigold Class B Common Stock that constitute Marigold Dissenting Shares, shall automatically be converted, at the election of the holder thereof in accordance with, and subject to, to the terms, conditions and procedures set forth in this Article II (including the proration procedures set forth in Section 2.3)II, into the right to receive the following following: (collectively, the “Merger Consideration”): A. each Xxxxx Common Share with respect to which an election to receive cash consideration (a “Cash Election”A) is properly made, and not revoked, in accordance with Section 2.3, $27.82 34.57 in cash, without interest (the “Cash Election Consideration”); or B. each Xxxxx Common Share with respect to which an election to receive share consideration , and (a B) 1.5214 (the “Stock ElectionMarigold Exchange Ratio”) is properly made, and not revoked, in accordance with Section 2.3, 1.5762 of a validly issued, fully paid and nonassessable share shares of New Holdco Voting Common Stock (such number of sharesthe “Stock Consideration” and collectively with the Cash Consideration, the “Stock Election Marigold Merger Consideration”, or “Xxxxx Exchange Ratio”); or C. each Xxxxx Common Share that is deemed to be a No Election Share shall automatically be converted into the right to receive the Cash Election Consideration and/or the Stock Election Consideration in accordance with Section 2.3(c); (iib) each share or other security representing limited liability company interests capital stock in Xxxxx Marigold held in the treasury of Xxxxx Marigold or owned, directly or indirectly, by Xxxxx Marigold or any of Xxxxx’ the Marigold Subsidiaries or Mercury Montage or any of Mercury’s the Montage Subsidiaries immediately prior to the Second Merger Effective Time (collectively, “Xxxxx Marigold Cancelled Shares”) shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor, and each Xxxxx Preferred Share shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; and (iiic) the limited liability company interests in each share of Common Stock, no par value per share, of Merger Sub 2 issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into 100 Xxxxx Class A Sharesand become one (1) fully paid, which shall constitute one hundred percent (100%) validly issued and nonassessable share of Voting Common Stock, no par value per share, of the limited liability company interest in the Marigold Surviving CompanyCorporation. (b) Notwithstanding any other provision contained in this Agreement, the total number of Xxxxx Common Shares that will be converted into the right to receive the Cash Election Consideration shall be equal to (i) 27,426,312, minus (ii) the number of Xxxxx Dissenting Shares as of immediately prior to the Second Merger Effective Time (such number of Xxxxx Common Shares, the “Cash Election Cap”). (c) At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of Mercury, New Holdco, Merger Sub 2, Xxxxx or any shareholder or member thereof, New Holdco shall be admitted as the sole member of Xxxxx, shall hold all of the outstanding limited liability company interests in Xxxxx and agrees to be bound by the Xxxxx LLC Agreement.

Conversion of Securities in the Second Merger. (a) At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of Mercury, New Holdco, Merger Sub 2, Xxxxx or Laxxx xr any shareholder or member thereof, (i) subject to Section 2.3 and Section 2.7, each Xxxxx Common Laxxx Xommon Share issued and outstanding immediately prior to the Second Merger Effective Time, other than any Xxxxx Cancelled Laxxx Xancelled Shares and Xxxxx Dissenting Laxxx Xissenting Shares, shall automatically be converted, at the election of the holder thereof in accordance with, and subject to, the terms, conditions and procedures set forth in this Article II (including the proration procedures set forth in Section 2.3), into the right to receive the following (collectively, the “Merger Consideration”): A. each Xxxxx Common Laxxx Xommon Share with respect to which an election to receive cash consideration (a “Cash Election”) is properly made, and not revoked, in accordance with Section 2.3, $27.82 in cash, without interest (the “Cash Election Consideration”); or B. each Xxxxx Common Laxxx Xommon Share with respect to which an election to receive share consideration (a “Stock Election”) is properly made, and not revoked, in accordance with Section 2.3, 1.5762 of a validly issued, fully paid and nonassessable share of New Holdco Voting Common Stock (such number of shares, the “Stock Election Consideration”, or “Xxxxx Exchange Laxxx Xxchange Ratio”); or C. each Xxxxx Common Laxxx Xommon Share that is deemed to be a No Election Share shall automatically be converted into the right to receive the Cash Election Consideration and/or the Stock Election Consideration in accordance with Section 2.3(c); (ii) each share or other security representing limited liability company interests in Xxxxx held Laxxx xeld in the treasury of Xxxxx or Laxxx xr owned, directly or indirectly, by Xxxxx or Laxxx xr any of XxxxxLaxxx’ Subsidiaries or Mercury or any of Mercury’s Subsidiaries immediately prior to the Second Merger Effective Time (collectively, “Xxxxx Cancelled Laxxx Xancelled Shares”) shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor, and each Xxxxx Preferred Laxxx Xreferred Share shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; and (iii) the limited liability company interests in Merger Sub 2 outstanding immediately prior to the Second Merger Effective Time shall be converted into 100 Xxxxx Class Laxxx Xlass A Shares, which shall constitute one hundred percent (100%) of the limited liability company interest in the Surviving Company. (b) Notwithstanding any other provision contained in this Agreement, the total number of Xxxxx Common Laxxx Xommon Shares that will be converted into the right to receive the Cash Election Consideration shall be equal to (i) 27,426,312, minus (ii) the number of Xxxxx Dissenting Laxxx Xissenting Shares as of immediately prior to the Second Merger Effective Time (such number of Xxxxx Common Laxxx Xommon Shares, the “Cash Election Cap”). (c) At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of Mercury, New Holdco, Merger Sub 2, Xxxxx or Laxxx xr any shareholder or member thereof, New Holdco shall be admitted as the sole member of XxxxxLaxxx, shall hold all of the outstanding limited liability company interests in Xxxxx and Laxxx xnd agrees to be bound by the Xxxxx LLC Laxxx XLC Agreement.