Common use of Conversion of Target Shares Clause in Contracts

Conversion of Target Shares. At and as of the Effective Time, --------------------------- (A) each issued and outstanding Target Share (other than any Purchaser- owned Shares) shall be converted into the right to receive the Per Share Merger Consideration, and all such Target Shares shall no longer be outstanding, shall be canceled and retired, shall cease to exist, and each holder of a certificate representing any such Target Shares shall thereafter cease to have any rights with respect to such Target Shares, except the right to receive the Per Share Merger Consideration for such Target Shares upon the surrender of such certificate in accordance with Section 2(e) below, and (B) each Purchaser-owned Share and each Target Share held in the treasury of the Target or by any Subsidiary of the Target shall be canceled without payment therefor; provided, however, that the Per ----------------- Share Merger Consideration shall be subject to proportionate adjustment in the event of any stock split, stock dividend or reverse stock split. No Target Share shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 2(d)(v) after the Effective Time. As used herein, the term "Per Share Merger Consideration" shall mean ------------------------------ that number of Purchaser Shares determined by applying to each Target Share an exchange ratio (the "Exchange Ratio") determined as follows: the Exchange -------------- Ratio shall be the quotient of $12.00 divided by the Weighted Average Sales Price of a Purchaser Share as of the Closing Date. Notwithstanding anything in this Section 2(d)(v), no fractional Purchaser Shares shall be issued to holders of Target Shares. In lieu thereof, each holder of shares of Target Shares who would otherwise have been entitled to receive a fraction of a Purchaser Share (after taking into account all certificates delivered by such holder at any one time) shall receive an amount in cash equal to such fraction of a Purchaser Share, multiplied by the Weighted Average Sales Price of a Purchaser Share as of the Closing Date. "Weighted Average ---------------- Sales Price of a Purchaser Share" means the volume-weighted average sales -------------------------------- price per Purchaser Share as reported by Bloomberg Information Systems, Inc. during a period consisting of the third Nasdaq trading day prior to the date as of which the Weighted Average Sales Price of a Purchaser Share is being determined and the nineteen (19) consecutive trading days prior to such day (the "Valuation Period")." ----------------

Conversion of Target Shares. At and as of the Effective Time, --------------------------- (A) each issued and outstanding Target Share (other than any Purchaser- owned Shares) shall be converted into the right to receive the Per Share Merger Consideration, and all such Target Shares shall no longer be outstanding, shall be canceled and retired, shall cease to exist, and each holder of a certificate representing any such Target Shares shall thereafter cease to have any rights with respect to such Target Shares, except the right to receive the Per Share Merger Consideration for such Target Shares upon the surrender of such certificate in accordance with Section 2(e(S)2(e) below, and (B) each Purchaser-owned Share and each Target Share held in the treasury of the Target or by any Subsidiary of the Target shall be canceled without payment therefor; provided, however, that the Per Share ----------------- Share Merger Consideration shall be subject to proportionate adjustment in the event of any stock split, stock dividend or reverse stock split. No Target Share shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 2(d)(v(S)2(d)(v) after the Effective Time. As used herein, the term "Per Share Merger Consideration" shall mean ------------------------------ that number of ------------------------------ Purchaser Shares determined by applying to each Target Share an exchange ratio (the "Exchange Ratio") determined as follows: the Exchange -------------- Ratio shall be the quotient of $12.00 divided by the Weighted Average Sales Price of a Purchaser Share as of the Closing Date. Notwithstanding anything in this Section 2(d)(v(S)2(d)(v), no fractional Purchaser Shares shall be issued to holders of Target Shares. In lieu thereof, each holder of shares of Target Shares who would otherwise have been entitled to receive a fraction of a Purchaser Share (after taking into account all certificates delivered by such holder at any one time) shall receive an amount in cash equal to such fraction of a Purchaser Share, multiplied by the Weighted Average Sales Price of a Purchaser Share as of the Closing Date. "Weighted Average ---------------- Sales Price of a Purchaser Share" means the volume-weighted average sales -------------------------------- price per Purchaser Share as reported by Bloomberg Information Systems, Inc. during a period consisting of the third Nasdaq trading day prior to the date as of which the Weighted Average Sales Price of a Purchaser Share is being determined and the nineteen (19) consecutive trading days prior to such day (the "Valuation Period")." ----------------

Conversion of Target Shares. At and as of the --------------------------- Effective Time, --------------------------- (A) each issued and outstanding Target Share (other than any Purchaser- Purchaser-owned Shares) shall be converted into the right to receive the Per Share Merger Consideration, and all such Target Shares shall no longer be outstanding, shall be canceled and retired, shall cease to exist, and each holder of a certificate representing any such Target Shares shall thereafter cease to have any rights with respect to such Target Shares, except the right to receive the Per Share Merger Consideration for such Target Shares upon the surrender of such certificate in accordance with Section 2(e(S)2(e) below, and (B) each Purchaser-owned Share and each Target Share held in the treasury of the Target or by any Subsidiary of the Target shall be canceled without payment therefor; provided, however, that the Per ----------------- Share Merger Consideration shall be subject to ----------------- proportionate adjustment in the event of any stock split, stock dividend or reverse stock split. No Target Share shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 2(d)(v(S)2(d)(v) after the Effective Time. As used herein, the term "Per Share Merger Consideration" shall ------------------------------ mean ------------------------------ that number of Purchaser Shares determined by applying to each Target Share an exchange ratio (the "Exchange Ratio") -------------- determined as follows: In the event that the Weighted Average Sales Price of a Purchaser Share as of the Closing Date is greater than or equal to $15.8905, the Exchange -------------- Ratio shall be the quotient of $12.00 10.00 divided by the Weighted Average Sales Price of a Purchaser Share as of the Closing Date; and (B) in the event that the Weighted Average Sales Price of a Purchaser Share as of the Closing Date is less than $15.8905, the Exchange Ratio shall be 0.6293, provided, -------- however, that in the event that the Weighted Average Sales Price of a Purchaser ------- Share as of the Closing Date is less than $14.0210, the Target shall have certain termination rights as set forth in (S)7(a)(vi), subject to the rights of the Purchaser to override such termination as set forth in such (S)7(a)(vi). Notwithstanding anything in this Section 2(d)(v(S)2(d)(v), no fractional Purchaser Shares shall be issued to holders of Target Shares. In lieu thereof, each holder of shares of Target Shares who would otherwise have been entitled to receive a fraction of a Purchaser Share (after taking into account all certificates delivered by such holder at any one time) shall receive an amount in cash equal to such fraction of a Purchaser Share, multiplied by the Weighted Average Sales Price of a Purchaser Share as of the Closing Date. "Weighted Average ---------------- Sales Price ---------------------------- of a Purchaser Share" means the volume-weighted average sales -------------------------------- price per -------------------- Purchaser Share as reported by Bloomberg Information Systems, Inc. during a period consisting of the third Nasdaq trading day prior to the date as of which the Weighted Average Sales Price of a Purchaser Share is being determined and the nineteen (19) consecutive trading days prior to such day (the "Valuation --------- Period")." ----------------. ------

Conversion of Target Shares. At the Effective Time and as by virtue of the Effective TimeMerger and without any action by any of the Parties or the holders of Target Shares, --------------------------- (Ai) each share of Target Common Stock issued and outstanding Target Share immediately before the Effective Time (other than any Purchaser- Dissenting Share, Parent-owned SharesShare or Target Share held in the treasury of Target) shall be converted into the right to receive an amount equal to $0.38 in cash, without interest (the Per Share “Common Stock Merger Consideration”), (ii) each share of Target Series B Convertible Preferred Stock issued and all such outstanding immediately before the Effective Time (other than any Dissenting Share, Parent-owned Share or Target Shares shall no longer be outstanding, Share held in the treasury of Target) shall be canceled and retired, shall cease to exist, and each holder of a certificate representing any such Target Shares shall thereafter cease to have any rights with respect to such Target Shares, except converted into the right to receive an amount equal to $0.44 in cash, without interest (together with the Per Common Stock Merger Consideration, the “Merger Consideration”), (iii) each Dissenting Share Merger Consideration for such Target Shares upon shall be converted into the surrender of such certificate right to receive payment from Surviving Corporation with respect thereto in accordance with Section 2(e) belowthe provisions of the DGCL, and (Biv) each PurchaserParent-owned Share issued and outstanding immediately before the Effective Time and each Target Share held in the treasury of Target immediately before the Effective Time shall be cancelled, and (v) Target or Shares issued and outstanding immediately before the Effective Time held of record by any Subsidiary wholly-owned Subsidiaries of the Target shall be canceled without payment thereforremain outstanding; provided, however, that the Per ----------------- Share Merger Consideration shall be subject to proportionate equitable adjustment in the event of any stock split, stock dividend or dividend, reverse stock splitsplit or other change in the number of outstanding Target Shares (or securities convertible or exchangeable into or exercisable for Target Shares) between the date of this Agreement and the Effective Time. For the avoidance of doubt, any fractional share of Target Common Stock shall be entitled to the same rights as whole shares of Target Common Stock with respect to conversion into Common Stock Merger Consideration, provided that a fractional share of Target Common Stock shall be converted into a pro rata amount of Common Stock Merger Consideration. No Target Share shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 2(d)(v2.4(e) after the Effective Time. As used herein, the term "Per Share Merger Consideration" shall mean ------------------------------ that number of Purchaser Shares determined by applying to each Target Share an exchange ratio (the "Exchange Ratio") determined as follows: the Exchange -------------- Ratio shall be the quotient of $12.00 divided by the Weighted Average Sales Price of a Purchaser Share as of the Closing Date. Notwithstanding anything in this Section 2(d)(v), no fractional Purchaser Shares shall be issued to holders of Target Shares. In lieu thereof, each holder of shares of Target Shares who would otherwise have been entitled to receive a fraction of a Purchaser Share (after taking into account all certificates delivered by such holder at any one time) shall receive an amount in cash equal to such fraction of a Purchaser Share, multiplied by the Weighted Average Sales Price of a Purchaser Share as of the Closing Date. "Weighted Average ---------------- Sales Price of a Purchaser Share" means the volume-weighted average sales -------------------------------- price per Purchaser Share as reported by Bloomberg Information Systems, Inc. during a period consisting of the third Nasdaq trading day prior to the date as of which the Weighted Average Sales Price of a Purchaser Share is being determined and the nineteen (19) consecutive trading days prior to such day (the "Valuation Period")." ----------------

Conversion of Target Shares. At and as of the Effective Time, --------------------------- (A) each issued and outstanding Target Share (other than any Purchaser- owned SharesDissenting Share) shall be converted into the right to receive the Per Share number of shares of Buyer Common Stock (or fraction thereof) equal to the Exchange Ratio (the "Merger Consideration, and all such Target Shares shall no longer be outstanding, shall be canceled and retired, shall cease to exist, and each holder of a certificate representing any such Target Shares shall thereafter cease to have any rights with respect to such Target Shares, except the right to receive the Per Share Merger Consideration for such Target Shares upon the surrender of such certificate in accordance with Section 2(e") below, and (B) each Purchaser-owned Dissenting Share and each Target Share held shall be converted into the right to receive payment from the Surviving Corporation with respect thereto in accordance with the treasury provisions of the Target or by any Subsidiary NCBCA in an amount equal to the product of (i) the Target shall be canceled without payment thereforExchange Ratio and (ii) the Average Closing Price; provided, however, that the Per ----------------- Share Merger Consideration shall be subject to proportionate equitable adjustment in the event event, between the date of this Agreement and the Closing Date, the outstanding shares of Target Shares or Buyer Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction. Nothing stated in the immediately preceding sentence shall be construed as providing the holders of Target Shares any preemptive or antidilutive rights other than in the case of a stock dividend dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or reverse stock splitsimilar transaction, and, except in such case, there shall be no adjustment to the Merger Consideration, as the case may be, in the event that Buyer issues or agrees to issue any shares of Buyer Common Stock between the date hereof and the Closing Date, whether for cash, through option grants, option or warrant exercises, in acquisitions or in other transactions. No The shares of Buyer Common Stock issued upon the surrender of Target Shares in accordance with the terms hereof (including any cash paid in lieu of fractional shares of Buyer Common Stock) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Target Shares. After the Effective Time, no Target Share shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 2(d)(v) after the Effective Time. As used herein, the term "Per Share Merger Consideration" shall mean ------------------------------ that number of Purchaser Shares determined by applying to each Target Share an exchange ratio (the "Exchange Ratio") determined as follows: the Exchange -------------- Ratio shall be the quotient of $12.00 divided by the Weighted Average Sales Price of a Purchaser Share as of the Closing Date. Notwithstanding anything in this Section 2(d)(v), no fractional Purchaser Shares shall be issued to holders of Target Shares. In lieu thereof, each holder of shares of Target Shares who would otherwise have been entitled to receive a fraction of a Purchaser Share (after taking into account all certificates delivered by such holder at any one time) shall receive an amount in cash equal to such fraction of a Purchaser Share, multiplied by the Weighted Average Sales Price of a Purchaser Share as of the Closing Date. "Weighted Average ---------------- Sales Price of a Purchaser Share" means the volume-weighted average sales -------------------------------- price per Purchaser Share as reported by Bloomberg Information Systems, Inc. during a period consisting of the third Nasdaq trading day prior to the date as of which the Weighted Average Sales Price of a Purchaser Share is being determined and the nineteen (19) consecutive trading days prior to such day (the "Valuation Period"2(f)." ----------------

Conversion of Target Shares. At and as of the Effective --------------------------- Time, --------------------------- (A) each issued and outstanding Target Share (other than any Purchaser- owned Shares) shall be converted into the right to receive the Per Share Merger Consideration, and all such Target Shares shall no longer be outstanding, shall be canceled and retired, shall cease to exist, and each holder of a certificate representing any such Target Shares shall thereafter cease to have any rights with respect to such Target Shares, except the right to receive the Per Share Merger Consideration for such Target Shares upon the surrender of such certificate in accordance with Section 2(e(S)2(e) below, and (B) each Purchaser-owned Share and each Target Share held in the treasury of the Target or by any Subsidiary of the Target shall be canceled without payment therefor; provided, however, that -------- ------- the Per ----------------- Share Merger Consideration shall be subject to proportionate adjustment in the event of any stock split, stock dividend or reverse stock split. No Target Share shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 2(d)(v(S)2(d)(v) after the Effective Time. As used herein, the term "Per Share Merger Consideration" shall mean ------------------------------ that number of ------------------------------ Purchaser Shares determined -7- by applying to each Target Share an exchange ratio (the "Exchange Ratio") -------------- determined as follows: In the event that the Weighted Average Sales Price of a Purchaser Share as of the Closing Date is greater than or equal to $15.8905, the Exchange -------------- Ratio shall be the quotient of $12.00 10.00 divided by the Weighted Average Sales Price of a Purchaser Share as of the Closing Date; and (B) in the event that the Weighted Average Sales Price of a Purchaser Share as of the Closing Date is less than $15.8905, the Exchange Ratio shall be 0.6293, provided, -------- however, that in the event that the Weighted Average Sales Price of a Purchaser ------- Share as of the Closing Date is less than $14.0210, the Target shall have certain termination rights as set forth in (S)7(a)(vi), subject to the rights of the Purchaser to override such termination as set forth in such (S)7(a)(vi). Notwithstanding anything in this Section 2(d)(v(S)2(d)(v), no fractional Purchaser Shares shall be issued to holders of Target Shares. In lieu thereof, each holder of shares of Target Shares who would otherwise have been entitled to receive a fraction of a Purchaser Share (after taking into account all certificates delivered by such holder at any one time) shall receive an amount in cash equal to such fraction of a Purchaser Share, multiplied by the Weighted Average Sales Price of a Purchaser Share as of the Closing Date. "Weighted Average ---------------- Sales ---------------------- Price of a Purchaser Share" means the volume-weighted average sales -------------------------------- price per -------------------------- Purchaser Share as reported by Bloomberg Information Systems, Inc. during a period consisting of the third Nasdaq trading day prior to the date as of which the Weighted Average Sales Price of a Purchaser Share is being determined and the nineteen (19) consecutive trading days prior to such day (the "Valuation --------- Period")." ----------------. ------