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." (b) The aggregate number of shares of Parent Common Stock to be issued in exchange for the acquisition of all Outstanding INT'X.xxx Capital Stock Shares and the assumption of all Outstanding INT'X.xxx Options will be equal to the Modified Share Amount (as defined in (d) below). Such shares are herein referred to as the "PARENT STOCK MERGER SHARES". (c) Subject, without limitation, to the provisions of Section 2.3 hereof, at the Effective Time, all of the shares of INT'X.xxx Series C Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding any INT'X.xxx Series C Preferred 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 SERIES C 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 Parent Common Stock in accordance with Section 2.1(f), 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 Series C Preferred Stock that are actually issued and outstanding immediately prior to the Effective Time, excluding the Excluded Series C Shares, are sometimes referred to herein as the "OUTSTANDING INT'X.XXX SERIES C SHARES." Subject, without limitation, to the provisions of Section 2.3 hereof, at the Effective Time, all of the shares of INT'X.xxx Series D Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding any INT'X.xxx Series D Preferred 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 SERIES D 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 Parent Common Stock in accordance with Section 2.1(g), 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 Series D Preferred Stock that are actually issued and outstanding immediately prior to the Effective Time, excluding the Excluded Series D Shares, are sometimes referred to herein as the "OUTSTANDING INT'X.XXX SERIES D SHARES" and along with the Outstanding INT'X.xxx Capital Stock Shares and the Outstanding INT'X.xxx Series C Shares, collectively the "OUTSTANDING INT'X.XXX SHARES." (d) The aggregate number of shares of Parent Common Stock to be issued in exchange for the acquisition of all Outstanding INT'X.xxx Series C Shares will be equal to the INT'X.xxx Series C Base Amount divided by the Parent Average Closing Price. Such shares are herein referred to as the "PARENT SERIES C MERGER SHARES". The aggregate number of shares of Parent Common Stock to be issued in exchange for the acquisition of all Outstanding INT'X.xxx Series D Shares will be equal to the INT'X.xxx Series D Base Amount divided by the Parent Average Closing Price. Such shares are herein referred to as the "PARENT SERIES D MERGER SHARES" and along with the Parent Stock Merger Shares, the Note Payment Shares (as defined in Section 2.9 below) and the Parent Series C Merger Shares, collectively the "PARENT MERGER SHARES". The following definitions will be used in making the foregoing calculations and for all other purposes of this Agreement: "INT'X.XXX SERIES C BASE AMOUNT" will mean the aggregate accrued liquidation preference of INT'X.xxx Series C Preferred Stock calculated as of the Closing Date in accordance with the terms of the Charter Documents of INT'X.xxx. "INT'X.XXX SERIES D BASE AMOUNT" will mean the aggregate accrued liquidation preference of INT'X.xxx Series D Preferred Stock calculated as of the Closing Date in accordance with the terms of the Charter Documents of INT'X.xxx. "PARENT AVERAGE CLOSING PRICE" will be equal to the weighted average closing price of the Parent Common Stock as publicly reported by the Wall Street Journal over the twenty Trading Days ending two Trading Days prior to the Prior Agreement Date (as defined below).

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." (b) The aggregate number of shares of Parent Common Stock to be issued in exchange for the acquisition of all Outstanding INT'X.xxx Capital Stock Shares and the assumption of all Outstanding INT'X.xxx Options will be equal to the Modified Share Amount (as defined in (d) below). Such shares are herein referred to as the "PARENT STOCK MERGER SHARES". (c) Subject, without limitation, to the provisions of Section 2.3 hereof, at the Effective Time, all of the shares of INT'X.xxx Series C Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding any INT'X.xxx Series C Preferred 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 SERIES C 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 Parent Common Stock in accordance with Section 2.1(f), 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 Series C Preferred Stock that are actually issued and outstanding immediately prior to the Effective Time, excluding the Excluded Series C Shares, are sometimes referred to herein as the "OUTSTANDING INT'X.XXX SERIES C SHARES." Subject, without limitation, to the provisions of Section 2.3 hereof, at the Effective Time, all of the shares of INT'X.xxx Series D Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding any INT'X.xxx Series D Preferred 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 SERIES D 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 Parent Common Stock in accordance with Section 2.1(g), 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 Series D Preferred Stock that are actually issued and outstanding immediately prior to the Effective Time, excluding the Excluded Series D Shares, are sometimes referred to herein as the "OUTSTANDING INT'X.XXX SERIES D SHARES" and along with the Outstanding INT'X.xxx Capital Stock Shares and the Outstanding INT'X.xxx Series C Shares, collectively the "OUTSTANDING INT'X.XXX SHARES." (d) The aggregate number of shares of Parent Common Stock to be issued in exchange for the acquisition of all Outstanding INT'X.xxx Series C Shares will be equal to the INT'X.xxx Series C Base Amount divided by the Parent Average Closing Price. Such shares are herein referred to as the "PARENT SERIES C MERGER SHARES". The aggregate number of shares of Parent Common Stock to be issued in exchange for the acquisition of all Outstanding INT'X.xxx Series D Shares will be equal to the INT'X.xxx Series D Base Amount divided by the Parent Average Closing Price. Such shares are herein referred to as the "PARENT SERIES D MERGER SHARES" and along with the Parent Stock Merger Shares, the Note Payment Shares (as defined in Section 2.9 below) and the Parent Series C Merger Shares, collectively the "PARENT MERGER SHARES". The following definitions will be used in making the foregoing calculations and for all other purposes of this Agreement: "INT'X.XXX SERIES C BASE AMOUNT" will mean the aggregate accrued liquidation preference of INT'X.xxx Series C Preferred Stock calculated as of the Closing Date in accordance with the terms of the Charter Documents of INT'X.xxx. "INT'X.XXX SERIES D BASE AMOUNT" will mean the aggregate accrued liquidation preference of INT'X.xxx Series D Preferred Stock calculated as of the Closing Date in accordance with the terms of the Charter Documents of INT'X.xxx. "PARENT AVERAGE CLOSING PRICE" will be equal to the weighted average closing price of the Parent Common Stock as publicly reported by the Wall Street Journal over the twenty Trading Days ending two Trading Days prior to the Prior Agreement Date (as defined below)date of this Agreement.