Common use of Conversion of Target Common Stock Clause in Contracts

Conversion of Target Common Stock. At the Effective Time, each share of Common Stock, par value $0.001 per share, of Target (the “Target Common Stock”), issued and outstanding immediately prior to the Effective Time (other than any shares of Target Common Stock to be canceled pursuant to Section 2.1(e)) shall be converted, subject to Section 2.1(h), into the right to receive .122935 shares of Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), of Orion (the “Conversion Rate”). All such converted shares of Target Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously representing any such converted shares shall thereafter represent the right to receive a certificate representing that number of shares of Series B Preferred Stock into which such shares of Target Common Stock were converted in the Merger pursuant to this Agreement.

Conversion of Target Common Stock. At All of the Effective Time, each share issued and --------------------------------- outstanding shares of Common Stock, no par value $0.001 per share, of Target (the “"Target Common Stock”), ") issued and outstanding immediately prior to the Effective ------------------ Time (other than any shares to be cancelled pursuant to Section 1.6(b)) shall be converted and exchanged for that number of shares of Acquiror Common Stock as shall be determined in accordance with the calculations set forth with respect to the Target Common Stock set forth on Exhibit D attached hereto (the "Exchange --------- -------- Ratio"). All shares of Target Common Stock to be canceled pursuant to Section 2.1(e)) shall be Stock, when so converted, subject to Section 2.1(h), into the right to receive .122935 shares of Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), of Orion (the “Conversion Rate”). All such converted shares of Target Common Stock shall no longer ----- be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each certificate previously representing any such converted shares shall thereafter represent the right to receive holder of a certificate representing that number of shares of Series B Preferred Stock into which any such shares of Target Common Stock were converted in the Merger pursuant shall cease to this Agreementhave any rights with respect thereto.