Common use of Conversion of Stock Clause in Contracts

Conversion of Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, DPII or Mergersub or the holders of any outstanding shares of capital stock of the Company or the holders of any outstanding member interests of Mergersub: (a) Each "share" of Mergersub Stock ("Mergersub Shares"), issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive one newly issued share of Surviving Corporation Stock. (b) Except as provided pursuant to Section 2.10 and subject to Section 2.7(c), each share of Company Stock ("Company Shares") issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Merger Consideration (as defined below), payable to the holder thereof, without interest, upon surrender of the certificate formerly representing such share of Company Stock in the manner provided in Section 2.8 hereof. All such shares of Company Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with Section 2.8 hereof, without interest, or to perfect any rights of appraisal as a holder of Dissenting Shares (as hereinafter defined) that such holder may have pursuant to Section 262 of the DGCL. "Merger Consideration" shall mean (i) 0.7425 shares of DPII Common Stock, (ii) a promissory note, in the form of Exhibit B attached hereto (a "Note") with a principal amount equal to $0.055 per Company Share, and (iii) cash in an amount equal to $0.005 per Company Share (the "Cash").

Conversion of Stock. At As of the Effective Time, by virtue of the Merger Merger, and without any action on the part of the Company, DPII or Mergersub or the holders of any outstanding shares of Company Stock or capital stock of the Company or the holders of any outstanding member interests of MergersubMerger Sub: (a) Each "share" Except as otherwise provided in Section 2.1(b) or Section 2.3, each share of Mergersub Company Stock outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive that number of shares of Parent Common Stock equal to the Exchange Ratio (all such shares of Parent Common Stock to be issued pursuant to this Section 2.1(a), together with cash in lieu of any fractional shares of Parent Common Stock paid pursuant to Section 2.2(g), are collectively referred to herein as the “Merger Consideration”), it being understood that the shares of Parent Common Stock issuable as Merger Consideration will be subject to the restrictions set forth in this Section 2.1(a) and Section 2.2(d). As of the Effective Time, all such converted shares of Company Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each certificate which immediately prior to the Effective Time represented any such shares of Company Stock ("Mergersub Shares"each, a “Certificate”) shall thereafter represent only the right to receive the applicable portion of the Merger Consideration in exchange therefor in accordance with Section 2.2. The shares of Parent Common Stock issuable as Merger Consideration may not be Transferred (as defined in Section 2.2(d)(i)) by the holder thereof, other than Permitted Transfers (as defined in Section 2.2(d)(i)), issued until such transfer restriction lapses with respect to such shares in accordance with Section 2.2(d)(ii). (b) Each share of Company Stock held by the Company or any of the Company Subsidiaries or owned by Parent or any of the Parent Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto. (c) Each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into the right to receive and become one newly issued (1) share of common stock of the Surviving Corporation Stock. (b) Except as provided pursuant to Section 2.10 and subject to Section 2.7(c), each share shall constitute the only outstanding shares of Company Stock ("Company Shares") issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Merger Consideration (as defined below), payable to the holder thereof, without interest, upon surrender capital stock of the certificate formerly representing such share of Company Stock in the manner provided in Section 2.8 hereof. All such shares of Company Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with Section 2.8 hereof, without interest, or to perfect any rights of appraisal as a holder of Dissenting Shares (as hereinafter defined) that such holder may have pursuant to Section 262 of the DGCL. "Merger Consideration" shall mean (i) 0.7425 shares of DPII Common Stock, (ii) a promissory note, in the form of Exhibit B attached hereto (a "Note") with a principal amount equal to $0.055 per Company Share, and (iii) cash in an amount equal to $0.005 per Company Share (the "Cash")Surviving Corporation.

Conversion of Stock. At As of the Effective Time, by virtue of the Merger Merger, and without any action on the part of the Company, DPII or Mergersub or the holders of any outstanding shares of capital stock or securities of the Company or the holders of any outstanding member interests of MergersubMerger Sub: (a) Each "share" share of Mergersub Stock ("Mergersub Shares")the Company Common Stock, issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock to be canceled pursuant to Section 2.4(c)), shall be automatically converted into the right to receive one newly issued 0.473 (the "EXCHANGE RATIO") of a fully paid and nonassessable share of Surviving Corporation Stock. (b) Except as provided pursuant to Section 2.10 and subject to Section 2.7(c), each share of Company Parent Common Stock (the "Company SharesMERGER CONSIDERATION") issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Merger Consideration (as defined below), payable to the holder thereof, without interest, upon surrender of the certificate formerly representing such share of Company Stock in the manner provided in Section 2.8 hereof. All such shares of Company Common Stock, when so converted, shall no longer be outstanding and outstanding, shall automatically be cancelled and retired canceled and shall cease to exist, and each certificate previously representing any such shares shall thereafter represent only the right to receive the Merger Consideration into which such shares of Company Common Stock have been converted. (b) Each holder of a certificate representing any such or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive (i) a certificate (or direct registration) representing the Merger Consideration therefor upon the surrender number of whole shares of Parent Common Stock payable with respect to such certificate Company Common Stock, and (ii) cash in lieu of fractional shares of Parent Common Stock in accordance with Section 2.8 hereof2.4(f), without interest. (c) Each share of Company Common Stock held of record immediately prior to the Effective Time by the Company, Merger Sub, Parent shall be canceled and extinguished without any consideration paid thereof. (d) Each share of Common Stock, $0.01 per share par value, of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into one validly issued, fully paid and nonassessable share of Common Stock, $0.01 per share par value, of the Surviving Corporation. Each certificate evidencing ownership of a number of shares of Merger Sub Common Stock shall be deemed to evidence ownership of the same number of shares of Common Stock, $0.01 per share par value, of the Surviving Corporation. (e) Without limiting any other provision of this Agreement, the Exchange Ratio and Exchange Quotient shall be adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), extraordinary dividend or distribution, reorganization, reclassification, recapitalization or other like change with respect to perfect any rights Parent Common Stock or Company Common Stock occurring or having a record date or an effective date on or after the date hereof and prior to the Effective Time. (f) No fraction of appraisal as a share of Parent Common Stock will be issued by virtue of the Merger. Instead, each holder of Dissenting Shares (as hereinafter defined) that such holder may have pursuant to Section 262 shares of Company Common Stock who would otherwise be entitled by virtue of the DGCL. "Merger Consideration" to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock which otherwise would be received by such holder) shall mean receive in lieu thereof from Parent an amount of cash (rounded to the nearest whole cent, with .5 being rounded up) equal to the product of (i) 0.7425 shares of DPII Common Stocksuch fraction, multiplied by (ii) a promissory note$8.50. (g) For the purposes of this Agreement, in the form "EXCHANGE MULTIPLE" of Exhibit B attached hereto (a "Note") with a principal amount equal to $0.055 per Company Shareany quantity means the product obtained from multiplying such quantity by the Exchange Ratio, and (iii) cash in an amount equal to $0.005 per Company Share (the "Cash")EXCHANGE QUOTIENT" of any quantity means the quotient obtained from dividing such quantity by the Exchange Ratio.

Conversion of Stock. At the Effective Time, by virtue as a result of the Merger and without any action on the part of the Company, DPII or Mergersub Merger Sub or the holders holder of any outstanding shares of capital stock of the Company or the holders of any outstanding member interests of MergersubMerger Sub: (a) Each "share" of Mergersub Stock ("Mergersub Shares"Except for Dissenting Shares or as provided in Section 2.1(b), each Common Share issued and outstanding immediately prior to the Effective Time shall automatically and with no further action be converted into the right to receive, in accordance with this Article II, $13.75 in cash, without interest (the per share cash consideration to be issued to the holders of such Common Shares, the “Merger Consideration”). Each Common Share so converted shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate that immediately prior to the Effective Time represented any such Common Shares (each, a “Certificate”) and each uncertificated Common Share represented by book-entry (each, an “Uncertificated Share”) shall thereafter represent only the right to receive the Merger Consideration upon surrender of such Certificate or transfer of such Uncertificated Shares pursuant to Section 2.2. (b) Each Common Share (i) held by the Company as treasury stock, (ii) owned by any Subsidiary of the Company, or (iii) owned by Gannett or Merger Sub or any of their respective Subsidiaries, in each case immediately before the Effective Time, shall automatically be cancelled and retired and cease to exist and no Merger Consideration shall be delivered as provided herein and no other payment shall be made with respect thereto. (c) Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive one (1) newly issued issued, fully paid and nonassessable share of Surviving Corporation Stock. (b) Except as provided pursuant to Section 2.10 and subject to Section 2.7(c)common stock, each share of Company Stock ("Company Shares") issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Merger Consideration (as defined below)par value $0.01 per share, payable to the holder thereof, without interest, upon surrender of the certificate formerly representing such share of Company Stock in the manner provided in Section 2.8 hereof. All such shares of Company Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with Section 2.8 hereof, without interest, or to perfect any rights of appraisal as a holder of Dissenting Shares (as hereinafter defined) that such holder may have pursuant to Section 262 of the DGCL. "Merger Consideration" shall mean (i) 0.7425 shares of DPII Common Stock, (ii) a promissory note, in the form of Exhibit B attached hereto (a "Note") with a principal amount equal to $0.055 per Company Share, and (iii) cash in an amount equal to $0.005 per Company Share (the "Cash")Surviving Corporation.

Conversion of Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, DPII or Mergersub the Parent, Merger Sub or the holders of any outstanding shares of capital stock of the Company or the holders of any outstanding member interests of Mergersubstockholders thereof: (a) Each "share of capital stock, par value $0.01 per share" , of Mergersub Stock ("Mergersub Shares"), Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive one newly issued fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation StockCorporation. (b) Except as provided pursuant to Section 2.10 and subject to Section 2.7(c), each Each share of Company Common Stock ("Company Shares") issued and outstanding immediately prior to the Effective Time Time, other than shares to be canceled in accordance with Section 1.9(c) and Dissenting Shares, shall be converted into the right to receive the Merger Consideration (as defined below)$7.00 in cash, payable to the holder thereof, without interestany interest thereon (the "Merger Consideration"), upon as soon as reasonably practicable after the surrender of the certificate formerly certificate(s) representing such share of Company Common Stock in the manner as provided in Section 2.8 hereof1.10. All such Notwithstanding the foregoing, if Parent or Merger Sub increases the Offer Price as permitted by Section 1.1(a) of this Agreement, then the Merger Consideration shall be the same cash amount as the Offer Price paid to holders in connection with consummation of the Offer. At and after the Effective Time, all shares of Company Stock, when so converted, Common Stock shall no longer be outstanding and shall automatically be cancelled and retired canceled and shall cease to exist, and each holder of a share certificate representing any such which immediately prior to the Effective Time represented shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be issued in consideration therefor upon the surrender of such certificate in accordance with Section 2.8 hereof, without interest1.10, or to perfect any rights in the case of appraisal as a holder holders of Dissenting Shares (Shares, such rights as hereinafter defined) that such holder may have are granted pursuant to Section 262 of the DGCL. "Merger Consideration" shall mean DGCL and this Agreement. (ic) 0.7425 shares Each share of DPII Company Common Stock, (ii) a promissory note, Stock that is held in the form Company's treasury or owned or held by any Subsidiary of Exhibit B attached hereto (a "Note") with a principal amount equal the Company, the Parent, or any Affiliate of Parent shall automatically be canceled and retired and shall cease to $0.055 per Company Shareexist, and (iii) cash no consideration shall be delivered or deliverable in an amount equal to $0.005 per Company Share (the "Cash")exchange therefor.