Common use of CONVERSION OF SHARES OF INT'X Clause in Contracts

CONVERSION OF SHARES OF INT'X. XXX STOCK. (a) Subject, without limitation, to the provisions of Section 2.3 hereof, at the Effective Time, all of (i) the shares of Series A common stock, $0.01 par value per share, of INT'X.xxx ("INT'X.XXX SERIES A COMMON STOCK"), Series B common stock, $0.01 par value per share, of INT'X.xxx ("INT'X.XXX SERIES B COMMON STOCK" and along with the Int'l Series A Common Stock, the "INT'X.XXX COMMON STOCK"), Series A preferred stock, $0.01 par value per share, of INT'X.xxx ("INT'X.XXX SERIES A PREFERRED STOCK"), and Series B preferred stock, $0.01 par value per share, of INT'X.xxx ("INT'X.XXX SERIES B PREFERRED STOCK" and along with the INT'X.xxx Series A Common Stock, the INT'X.xxx Series B Common Stock and the INT'X.xxx Series A Preferred Stock, "INT'X.XXX CAPITAL STOCK") issued and outstanding immediately prior to the Effective Time excluding any INT'X.xxx Capital Stock held by Parent or Merger Sub or any other subsidiary of Parent, or by INT'X.xxx or any subsidiary of INT'X.xxx, which shares ("EXCLUDED SHARES") will be automatically canceled in the Merger without payment of any consideration therefor, and excluding Dissenting Shares (as defined in Section 2.3 hereof)) will automatically, by virtue of the Merger and without any action on the part of the holder thereof, be converted into shares of common stock, $0.01 par value per share, of Parent ("PARENT COMMON STOCK") in accordance with Section 2.1(e), and cash (rounded down to the nearest whole cent) in lieu of fractional shares, if any, pursuant to Section 2.6 below. Shares of INT'X.xxx Capital Stock that are actually issued and outstanding immediately prior to the Effective Time (excluding the Excluded Shares) are sometimes referred to herein as the "OUTSTANDING INT'X.XXX CAPITAL STOCK SHARES." All rights, warrants or options to acquire INT'X.xxx Common Stock and securities convertible into INT'X.xxx Common Stock (except for the INT'X.xxx Series A Preferred Stock, the INT'X.xxx Series B Preferred Stock, the Series C preferred stock, $0.01 par value per share, of INT'X.xxx ("INT'X.XXX SERIES C PREFERRED STOCK") and the Series D preferred stock, $0.01 par value per share, of INT'X.xxx ("INT'X.XXX SERIES D PREFERRED STOCK") and the INT'X.xxx Notes (as defined in Section 2.8 below)) that are outstanding immediately prior to the Effective Time and do not expire pursuant to their terms on or before the Closing (each of which is specifically identified in Section 3.2 of the INT'X.xxx Disclosure Schedule (as defined below)) are sometimes referred to herein as the "OUTSTANDING INT'X.XXX OPTIONS."

CONVERSION OF SHARES OF INT'X. XXX STOCK. (a) Subject, without limitation, to the provisions of Section 2.3 hereof, at the Effective Time, all of (i) the shares of Series A common stock, $0.01 par value per share, of INT'X.xxx ("INT'X.XXX SERIES A COMMON STOCK"), Series B common stock, $0.01 par value per share, of INT'X.xxx ("INT'X.XXX SERIES B COMMON STOCK" and along with the Int'l Series A Common Stock, the "INT'X.XXX COMMON STOCK"), Series A preferred stock, $0.01 par value per share, of INT'X.xxx ("INT'X.XXX SERIES A PREFERRED STOCKStock"), and Series B preferred stock, $0.01 par value per share, of INT'X.xxx ("INT'X.XXX SERIES B PREFERRED STOCKStock" and along with the INT'X.xxx Series A Common Stock, the INT'X.xxx Series B Common Stock and the INT'X.xxx Series A Preferred Stock, "INT'X.XXX CAPITAL STOCK") issued and outstanding immediately prior to the Effective Time excluding any INT'X.xxx Capital Stock held by Parent or Merger Sub or any other subsidiary of Parent, or by INT'X.xxx or any subsidiary of INT'X.xxx, which shares ("EXCLUDED SHARES") will be automatically canceled in the Merger without payment of any consideration therefor, and excluding Dissenting Shares (as defined in Section 2.3 hereof)) will automatically, by virtue of the Merger and without any action on the part of the holder thereof, be converted into shares of common stock, $0.01 par value per share, of Parent ("PARENT COMMON STOCK") in accordance with Section 2.1(e), and cash (rounded down to the nearest whole cent) in lieu of fractional shares, if any, pursuant to Section 2.6 below. Shares of INT'X.xxx Capital Stock that are actually issued and outstanding immediately prior to the Effective Time (excluding the Excluded Shares) are sometimes referred to herein as the "OUTSTANDING INT'X.XXX CAPITAL STOCK SHARES." All rights, warrants or options to acquire INT'X.xxx Common Stock and securities convertible into INT'X.xxx Common Stock (except for the INT'X.xxx Series A Preferred Stock, the INT'X.xxx Series B Preferred Stock, the Series C preferred stock, $0.01 par value per share, of INT'X.xxx ("INT'X.XXX SERIES C PREFERRED STOCK") and the Series D preferred stock, $0.01 par value per share, of INT'X.xxx ("INT'X.XXX SERIES D PREFERRED STOCK") and the INT'X.xxx Notes (as defined in Section 2.8 below)) that are outstanding immediately prior to the Effective Time and do not expire pursuant to their terms on or before the Closing (each of which is specifically identified in Section 3.2 of the INT'X.xxx Disclosure Schedule (as defined below)) are sometimes referred to herein as the "OUTSTANDING INT'X.XXX OPTIONS."