Common use of Conversion of Target Shares Clause in Contracts

Conversion of Target Shares. Subject to the provisions of this Article 3, at the Effective Time, by virtue of the Company Merger and without any action on the part of Purchaser, Target, or the shareholders of either of the foregoing, the shares of the constituent corporations shall be converted as follows: (a) Each share of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (b) Each share of Target Common Stock outstanding immediately prior to the Effective Time, other than shares held by Target or with respect to which the holders thereof have perfected dissenters’ rights under Article 13 of the GBCC (the “Dissenting Shares”), shall automatically be converted at the Effective Time into the right to receive its pro rata portion of the Merger Consideration (adjusted proportionately for any stock split, stock dividend, recapitalization, reclassification, or similar transaction that is effected by either Party, or for which a record date occurs). Such shares to be converted are sometimes referred to herein as the “Outstanding Target Shares.” Subject to adjustment as set forth below, each holder of Target Common Stock may elect to receive his or her portion of the Merger Consideration in the form of (i) cash in the amount of $30.00 per share of Target Common Stock, (ii) 1.2 shares of Purchaser Common Stock per share of Target Common Stock, or (iii) a combination of both. The relative proportions of a shareholder’s elected portion of the Merger Consideration represented by cash and shares of Purchaser Common Stock is subject to pro rata adjustment by the Exchange Agent to the extent necessary to effect the issuance of not more than the Maximum Cash Consideration, subject to the following: (i) in the case of holders of Target Common Stock that fail to make a timely election or do not indicate an election, such holders shall receive Stock Consideration; (ii) if the total of elections to receive Cash Consideration does not exceed the Maximum Cash Consideration, holders of Target Common Stock that have elected to receive any portion of their Merger Consideration in cash shall receive a combination of Cash Consideration and Stock Consideration or all Cash Consideration if they have so elected without adjustment; and (iii) if elections to receive Cash Consideration exceed the Maximum Cash Consideration, (A) each holder of Target Common Stock and/or Target Warrants that has elected to receive not more than 25% of his or her Merger Consideration in Cash Consideration shall receive such amount of Cash Consideration elected; and (B) each holder of Target Common Stock and/or Target Warrants that has elected to receive more than 25% of his or her Merger Consideration in Cash Consideration shall receive (1) Cash Consideration equal to 25% of his or her Merger Consideration plus (2) additional Cash Consideration adjusted on a pro rata basis among the holders electing to receive more than 25% of their Merger Consideration in Cash Consideration so that the Maximum Cash Consideration is not exceeded. (c) Notwithstanding any other provision of this Agreement, each holder of Outstanding Target Shares exchanged pursuant to the Company Merger who would otherwise have been entitled to receive a fraction of a share of Purchaser Common Stock (after taking into account all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Purchaser Common Stock multiplied by $25.00. No such holder will be entitled to dividends, voting rights, or any other rights as a shareholder in respect of any fractional shares. (d) Each share of Target Common Stock that is not an Outstanding Target Share as of the Effective Time, including any shares of Target Common Stock owned by Target, shall be canceled without consideration therefor. (e) No Dissenting Shares shall be converted in the Company Merger. All such shares shall be canceled, and the holders thereof shall thereafter have only such rights as are granted to dissenting shareholders under Article 13 of the GBCC; provided, however, that if any such shareholder fails to perfect his or her rights as a dissenting shareholder with respect to his or her Dissenting Shares in accordance with Article 13 of the GBCC or withdraws or loses such holder’s Dissenter’s Rights, such shares held by such shareholder shall be treated the same as all other holders of Target Common Stock who at the Effective Time held Outstanding Target Shares.

Conversion of Target Shares. Subject to the provisions At and as of this Article 3, at the Effective Time, by virtue of the Company Merger --------------------------- (A) each issued and without outstanding Target Share (other than any action on the part of Purchaser, Target, or the shareholders of either of the foregoing, the shares of the constituent corporations Purchaser- owned Shares) shall be converted as follows: (a) Each share of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (b) Each share of Target Common Stock outstanding immediately prior to the Effective Time, other than shares held by Target or with respect to which the holders thereof have perfected dissenters’ rights under Article 13 of the GBCC (the “Dissenting Shares”), shall automatically be converted at the Effective Time into the right to receive its pro rata portion 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 (adjusted proportionately for shall be subject to proportionate adjustment in the event of any stock split, stock dividend, recapitalization, reclassification, dividend or similar transaction that is effected by either Party, or for which a record date occurs)reverse stock split. Such shares No Target Share shall be deemed to be converted are sometimes referred outstanding or to herein 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 “Outstanding 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.” Subject to adjustment as set forth below. In lieu thereof, each holder of Target Common Stock may elect to receive his or her portion of the Merger Consideration in the form of (i) cash in the amount of $30.00 per share shares of Target Common Stock, (ii) 1.2 shares of Purchaser Common Stock per share of Target Common Stock, or (iii) a combination of both. The relative proportions of a shareholder’s elected portion of the Merger Consideration represented by cash and shares of Purchaser Common Stock is subject to pro rata adjustment by the Exchange Agent to the extent necessary to effect the issuance of not more than the Maximum Cash Consideration, subject to the following: (i) in the case of holders of Target Common Stock that fail to make a timely election or do not indicate an election, such holders shall receive Stock Consideration; (ii) if the total of elections to receive Cash Consideration does not exceed the Maximum Cash Consideration, holders of Target Common Stock that have elected to receive any portion of their Merger Consideration in cash shall receive a combination of Cash Consideration and Stock Consideration or all Cash Consideration if they have so elected without adjustment; and (iii) if elections to receive Cash Consideration exceed the Maximum Cash Consideration, (A) each holder of Target Common Stock and/or Target Warrants that has elected to receive not more than 25% of his or her Merger Consideration in Cash Consideration shall receive such amount of Cash Consideration elected; and (B) each holder of Target Common Stock and/or Target Warrants that has elected to receive more than 25% of his or her Merger Consideration in Cash Consideration shall receive (1) Cash Consideration equal to 25% of his or her Merger Consideration plus (2) additional Cash Consideration adjusted on a pro rata basis among the holders electing to receive more than 25% of their Merger Consideration in Cash Consideration so that the Maximum Cash Consideration is not exceeded. (c) Notwithstanding any other provision of this Agreement, each holder of Outstanding Target Shares exchanged pursuant to the Company Merger who would otherwise have been entitled to receive a fraction of a share of Purchaser Common Stock Share (after taking into account all certificates delivered by such holderholder at any one time) shall receive, in lieu thereof, cash (without interest) in receive an amount in cash equal to such fractional part fraction of a share of Purchaser Common Stock Share, multiplied by $25.00. No such holder will be entitled to dividends, voting rights, or any other rights as the Weighted Average Sales Price of a shareholder in respect of any fractional shares. (d) Each share of Target Common Stock that is not an Outstanding Target Purchaser Share as of the Effective TimeClosing 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, including any shares Inc. during a period consisting of Target Common Stock owned by Target, shall be canceled without consideration therefor. (e) No Dissenting Shares shall be converted in the Company Merger. All such shares shall be canceled, 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 holders thereof shall thereafter have only nineteen (19) consecutive trading days prior to such rights as are granted to dissenting shareholders under Article 13 of day (the GBCC; provided, however, that if any such shareholder fails to perfect his or her rights as a dissenting shareholder with respect to his or her Dissenting Shares in accordance with Article 13 of the GBCC or withdraws or loses such holder’s Dissenter’s Rights, such shares held by such shareholder shall be treated the same as all other holders of Target Common Stock who at the Effective Time held Outstanding Target Shares"Valuation Period")." ----------------

Conversion of Target Shares. Subject to the provisions of this Article 3, at the Effective Time, by virtue of the Company Merger At and without any action on the part of Purchaser, Target, or the shareholders of either of the foregoing, the shares of the constituent corporations shall be converted as follows: (a) Each share of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (b) Each share of Target Common Stock outstanding immediately prior to the Effective Time, other than shares held by Target or with respect to which the holders thereof have perfected dissenters’ rights under Article 13 of the GBCC (the “Dissenting Shares”), shall automatically be converted at the Effective Time into the right to receive its pro rata portion of the Merger Consideration (adjusted proportionately for any stock split, stock dividend, recapitalization, reclassification, or similar transaction that is effected by either Party, or for which a record date occurs). Such shares to be converted are sometimes referred to herein as the “Outstanding Target Shares.” Subject to adjustment as set forth below, each holder of Target Common Stock may elect to receive his or her portion of the Merger Consideration in the form of (i) cash in the amount of $30.00 per share of Target Common Stock, (ii) 1.2 shares of Purchaser Common Stock per share of Target Common Stock, or (iii) a combination of both. The relative proportions of a shareholder’s elected portion of the Merger Consideration represented by cash and shares of Purchaser Common Stock is subject to pro rata adjustment by the Exchange Agent to the extent necessary to effect the issuance of not more than the Maximum Cash Consideration, subject to the following: (i) in the case of holders of Target Common Stock that fail to make a timely election or do not indicate an election, such holders shall receive Stock Consideration; (ii) if the total of elections to receive Cash Consideration does not exceed the Maximum Cash Consideration, holders of Target Common Stock that have elected to receive any portion of their Merger Consideration in cash shall receive a combination of Cash Consideration and Stock Consideration or all Cash Consideration if they have so elected without adjustment; and (iii) if elections to receive Cash Consideration exceed the Maximum Cash Consideration, (A) each holder of Target Common Stock and/or Target Warrants that has elected to receive not more than 25% of his or her Merger Consideration in Cash Consideration shall receive such amount of Cash Consideration elected; and (B) each holder of Target Common Stock and/or Target Warrants that has elected to receive more than 25% of his or her Merger Consideration in Cash Consideration shall receive (1) Cash Consideration equal to 25% of his or her Merger Consideration plus (2) additional Cash Consideration adjusted on a pro rata basis among the holders electing to receive more than 25% of their Merger Consideration in Cash Consideration so that the Maximum Cash Consideration is not exceeded. (c) Notwithstanding any other provision of this Agreement, each holder of Outstanding Target Shares exchanged pursuant to the Company Merger who would otherwise have been entitled to receive a fraction of a share of Purchaser Common Stock (after taking into account all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Purchaser Common Stock multiplied by $25.00. No such holder will be entitled to dividends, voting rights, or any other rights as a shareholder in respect of any fractional shares. (d) Each share of Target Common Stock that is not an Outstanding Target Share as of the Effective Time, including (A) each Target Share (other than any shares of Target Common Stock owned by Target, shall be canceled without consideration therefor. (eDissenting Share) No Dissenting Shares shall be converted in into the Company Merger. All such right to receive the number of shares of Buyer Common Stock (or fraction thereof) equal to the Exchange Ratio (the "Merger Consideration") and (B) each Dissenting Share shall be canceled, and converted into the holders thereof shall thereafter have only such rights as are granted right to dissenting shareholders under Article 13 receive payment from the Surviving Corporation with respect thereto in accordance with the provisions of the GBCCNCBCA in an amount equal to the product of (i) the Exchange Ratio and (ii) the Average Closing Price; provided, however, that if the Merger Consideration shall be subject to equitable adjustment in the 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, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, and, except in such shareholder fails case, there shall be no adjustment to perfect his the Merger Consideration, as the case may be, in the event that Buyer issues or her rights as a dissenting shareholder with respect agrees to his issue any shares of Buyer Common Stock between the date hereof and the Closing Date, whether for cash, through option grants, option or her Dissenting warrant exercises, in acquisitions or in other transactions. The shares of Buyer Common Stock issued upon the surrender of Target Shares in accordance with Article 13 the terms hereof (including any cash paid in lieu of the GBCC or withdraws or loses such holder’s Dissenter’s Rights, such fractional shares held by such shareholder of Buyer Common Stock) shall be treated the same as deemed to have been issued in full satisfaction of all other holders of rights pertaining to such Target Common Stock who at Shares. After the Effective Time held Outstanding Time, no Target SharesShare shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 2(f).

Conversion of Target Shares. Subject to the provisions At and as of this Article 3, at the Effective Time, by virtue of the Company Merger --------------------------- (A) each issued and without outstanding Target Share (other than any action on the part of Purchaser, Target, or the shareholders of either of the foregoing, the shares of the constituent corporations Purchaser- owned Shares) shall be converted as follows: (a) Each share of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (b) Each share of Target Common Stock outstanding immediately prior to the Effective Time, other than shares held by Target or with respect to which the holders thereof have perfected dissenters’ rights under Article 13 of the GBCC (the “Dissenting Shares”), shall automatically be converted at the Effective Time into the right to receive its pro rata portion 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 (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 (adjusted proportionately for shall be subject to proportionate adjustment in the event of any stock split, stock dividend, recapitalization, reclassification, dividend or similar transaction that is effected by either Party, or for which a record date occurs)reverse stock split. Such shares No Target Share shall be deemed to be converted are sometimes referred outstanding or to herein have any rights other than those set forth above in this (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 “Outstanding 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 (S)2(d)(v), no fractional Purchaser Shares shall be issued to holders of Target Shares.” Subject to adjustment as set forth below. In lieu thereof, each holder of Target Common Stock may elect to receive his or her portion of the Merger Consideration in the form of (i) cash in the amount of $30.00 per share shares of Target Common Stock, (ii) 1.2 shares of Purchaser Common Stock per share of Target Common Stock, or (iii) a combination of both. The relative proportions of a shareholder’s elected portion of the Merger Consideration represented by cash and shares of Purchaser Common Stock is subject to pro rata adjustment by the Exchange Agent to the extent necessary to effect the issuance of not more than the Maximum Cash Consideration, subject to the following: (i) in the case of holders of Target Common Stock that fail to make a timely election or do not indicate an election, such holders shall receive Stock Consideration; (ii) if the total of elections to receive Cash Consideration does not exceed the Maximum Cash Consideration, holders of Target Common Stock that have elected to receive any portion of their Merger Consideration in cash shall receive a combination of Cash Consideration and Stock Consideration or all Cash Consideration if they have so elected without adjustment; and (iii) if elections to receive Cash Consideration exceed the Maximum Cash Consideration, (A) each holder of Target Common Stock and/or Target Warrants that has elected to receive not more than 25% of his or her Merger Consideration in Cash Consideration shall receive such amount of Cash Consideration elected; and (B) each holder of Target Common Stock and/or Target Warrants that has elected to receive more than 25% of his or her Merger Consideration in Cash Consideration shall receive (1) Cash Consideration equal to 25% of his or her Merger Consideration plus (2) additional Cash Consideration adjusted on a pro rata basis among the holders electing to receive more than 25% of their Merger Consideration in Cash Consideration so that the Maximum Cash Consideration is not exceeded. (c) Notwithstanding any other provision of this Agreement, each holder of Outstanding Target Shares exchanged pursuant to the Company Merger who would otherwise have been entitled to receive a fraction of a share of Purchaser Common Stock Share (after taking into account all certificates delivered by such holderholder at any one time) shall receive, in lieu thereof, cash (without interest) in receive an amount in cash equal to such fractional part fraction of a share of Purchaser Common Stock Share, multiplied by $25.00. No such holder will be entitled to dividends, voting rights, or any other rights as the Weighted Average Sales Price of a shareholder in respect of any fractional shares. (d) Each share of Target Common Stock that is not an Outstanding Target Purchaser Share as of the Effective TimeClosing 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, including any shares Inc. during a period consisting of Target Common Stock owned by Target, shall be canceled without consideration therefor. (e) No Dissenting Shares shall be converted in the Company Merger. All such shares shall be canceled, 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 holders thereof shall thereafter have only nineteen (19) consecutive trading days prior to such rights as are granted to dissenting shareholders under Article 13 of day (the GBCC; provided, however, that if any such shareholder fails to perfect his or her rights as a dissenting shareholder with respect to his or her Dissenting Shares in accordance with Article 13 of the GBCC or withdraws or loses such holder’s Dissenter’s Rights, such shares held by such shareholder shall be treated the same as all other holders of Target Common Stock who at the Effective Time held Outstanding Target Shares"Valuation Period")." ----------------

Conversion of Target Shares. Subject to the provisions At and as of this Article 3, at the Effective --------------------------- Time, by virtue of the Company Merger (A) each issued and without outstanding Target Share (other than any action on the part of Purchaser, Target, or the shareholders of either of the foregoing, the shares of the constituent corporations Purchaser- owned Shares) shall be converted as follows: (a) Each share of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (b) Each share of Target Common Stock outstanding immediately prior to the Effective Time, other than shares held by Target or with respect to which the holders thereof have perfected dissenters’ rights under Article 13 of the GBCC (the “Dissenting Shares”), shall automatically be converted at the Effective Time into the right to receive its pro rata portion 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 (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 (adjusted proportionately for shall be subject to proportionate adjustment in the event of any stock split, stock dividend, recapitalization, reclassification, dividend or similar transaction that is effected by either Party, or for which a record date occurs)reverse stock split. Such shares No Target Share shall be deemed to be converted are sometimes referred outstanding or to herein as the “Outstanding Target Shares.” Subject to adjustment as have any rights other than those set forth belowabove in this (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 holder Target Share an exchange ratio (the "Exchange Ratio") -------------- determined as follows: In the event that the Weighted Average Sales Price of Target Common Stock may elect to receive his or her portion a Purchaser Share as of the Merger Consideration in Closing Date is greater than or equal to $15.8905, the form of (i) cash in Exchange Ratio shall be the amount quotient of $30.00 per share of Target Common Stock, (ii) 1.2 shares of Purchaser Common Stock per share of Target Common Stock, or (iii) a combination of both. The relative proportions 10.00 divided by the Weighted Average Sales Price of a shareholder’s elected portion Purchaser Share as of the Merger Consideration represented by cash and shares of Purchaser Common Stock is subject to pro rata adjustment by the Exchange Agent to the extent necessary to effect the issuance of not more than the Maximum Cash Consideration, subject to the following: (i) in the case of holders of Target Common Stock that fail to make a timely election or do not indicate an election, such holders shall receive Stock Consideration; (ii) if the total of elections to receive Cash Consideration does not exceed the Maximum Cash Consideration, holders of Target Common Stock that have elected to receive any portion of their Merger Consideration in cash shall receive a combination of Cash Consideration and Stock Consideration or all Cash Consideration if they have so elected without adjustment; and (iii) if elections to receive Cash Consideration exceed the Maximum Cash Consideration, (A) each holder of Target Common Stock and/or Target Warrants that has elected to receive not more than 25% of his or her Merger Consideration in Cash Consideration shall receive such amount of Cash Consideration electedClosing Date; and (B) each holder 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 (S)2(d)(v), no fractional Purchaser Shares shall be issued to holders of Target Common Stock and/or Target Warrants that has elected to receive more than 25% of his or her Merger Consideration in Cash Consideration shall receive (1) Cash Consideration equal to 25% of his or her Merger Consideration plus (2) additional Cash Consideration adjusted on a pro rata basis among the holders electing to receive more than 25% of their Merger Consideration in Cash Consideration so that the Maximum Cash Consideration is not exceeded. (c) Notwithstanding any other provision of this AgreementShares. In lieu thereof, each holder of Outstanding shares of Target Shares exchanged pursuant to the Company Merger who would otherwise have been entitled to receive a fraction of a share of Purchaser Common Stock Share (after taking into account all certificates delivered by such holderholder at any one time) shall receive, in lieu thereof, cash (without interest) in receive an amount in cash equal to such fractional part fraction of a share of Purchaser Common Stock Share, multiplied by $25.00. No such holder will be entitled to dividends, voting rights, or any other rights as the Weighted Average Sales Price of a shareholder in respect of any fractional shares. (d) Each share of Target Common Stock that is not an Outstanding Target Purchaser Share as of the Effective TimeClosing 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, including any shares Inc. during a period consisting of Target Common Stock owned by Target, shall be canceled without consideration therefor. (e) No Dissenting Shares shall be converted in the Company Merger. All such shares shall be canceled, 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 holders thereof shall thereafter have only nineteen (19) consecutive trading days prior to such rights as are granted to dissenting shareholders under Article 13 of day (the GBCC; provided, however, that if any such shareholder fails to perfect his or her rights as a dissenting shareholder with respect to his or her Dissenting Shares in accordance with Article 13 of the GBCC or withdraws or loses such holder’s Dissenter’s Rights, such shares held by such shareholder shall be treated the same as all other holders of Target Common Stock who at the Effective Time held Outstanding Target Shares."Valuation --------- Period"). ------

Conversion of Target Shares. Subject to At and as of the provisions of this Article 3, at the --------------------------- Effective Time, by virtue of the Company Merger (A) each issued and without outstanding Target Share (other than any action on the part of Purchaser, Target, or the shareholders of either of the foregoing, the shares of the constituent corporations -owned Shares) shall be converted as follows: (a) Each share of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (b) Each share of Target Common Stock outstanding immediately prior to the Effective Time, other than shares held by Target or with respect to which the holders thereof have perfected dissenters’ rights under Article 13 of the GBCC (the “Dissenting Shares”), shall automatically be converted at the Effective Time into the right to receive its pro rata portion 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 (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 (adjusted proportionately for shall be subject to ----------------- proportionate adjustment in the event of any stock split, stock dividend, recapitalization, reclassification, dividend or similar transaction that is effected by either Party, or for which a record date occurs)reverse stock split. Such shares No Target Share shall be deemed to be converted are sometimes referred outstanding or to herein as the “Outstanding Target Shares.” Subject to adjustment as have any rights other than those set forth belowabove in this (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 holder Target Share an exchange ratio (the "Exchange Ratio") -------------- determined as follows: In the event that the Weighted Average Sales Price of Target Common Stock may elect to receive his or her portion a Purchaser Share as of the Merger Consideration in Closing Date is greater than or equal to $15.8905, the form of (i) cash in Exchange Ratio shall be the amount quotient of $30.00 per share of Target Common Stock, (ii) 1.2 shares of Purchaser Common Stock per share of Target Common Stock, or (iii) a combination of both. The relative proportions 10.00 divided by the Weighted Average Sales Price of a shareholder’s elected portion Purchaser Share as of the Merger Consideration represented by cash and shares of Purchaser Common Stock is subject to pro rata adjustment by the Exchange Agent to the extent necessary to effect the issuance of not more than the Maximum Cash Consideration, subject to the following: (i) in the case of holders of Target Common Stock that fail to make a timely election or do not indicate an election, such holders shall receive Stock Consideration; (ii) if the total of elections to receive Cash Consideration does not exceed the Maximum Cash Consideration, holders of Target Common Stock that have elected to receive any portion of their Merger Consideration in cash shall receive a combination of Cash Consideration and Stock Consideration or all Cash Consideration if they have so elected without adjustment; and (iii) if elections to receive Cash Consideration exceed the Maximum Cash Consideration, (A) each holder of Target Common Stock and/or Target Warrants that has elected to receive not more than 25% of his or her Merger Consideration in Cash Consideration shall receive such amount of Cash Consideration electedClosing Date; and (B) each holder 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 (S)2(d)(v), no fractional Purchaser Shares shall be issued to holders of Target Common Stock and/or Target Warrants that has elected to receive more than 25% of his or her Merger Consideration in Cash Consideration shall receive (1) Cash Consideration equal to 25% of his or her Merger Consideration plus (2) additional Cash Consideration adjusted on a pro rata basis among the holders electing to receive more than 25% of their Merger Consideration in Cash Consideration so that the Maximum Cash Consideration is not exceeded. (c) Notwithstanding any other provision of this AgreementShares. In lieu thereof, each holder of Outstanding shares of Target Shares exchanged pursuant to the Company Merger who would otherwise have been entitled to receive a fraction of a share of Purchaser Common Stock Share (after taking into account all certificates delivered by such holderholder at any one time) shall receive, in lieu thereof, cash (without interest) in receive an amount in cash equal to such fractional part fraction of a share of Purchaser Common Stock Share, multiplied by $25.00. No such holder will be entitled to dividends, voting rights, or any other rights as the Weighted Average Sales Price of a shareholder in respect of any fractional shares. (d) Each share of Target Common Stock that is not an Outstanding Target Purchaser Share as of the Effective TimeClosing 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, including any shares Inc. during a period consisting of Target Common Stock owned by Target, shall be canceled without consideration therefor. (e) No Dissenting Shares shall be converted in the Company Merger. All such shares shall be canceled, 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 holders thereof shall thereafter have only nineteen (19) consecutive trading days prior to such rights as are granted to dissenting shareholders under Article 13 of day (the GBCC; provided, however, that if any such shareholder fails to perfect his or her rights as a dissenting shareholder with respect to his or her Dissenting Shares in accordance with Article 13 of the GBCC or withdraws or loses such holder’s Dissenter’s Rights, such shares held by such shareholder shall be treated the same as all other holders of Target Common Stock who at the Effective Time held Outstanding Target Shares."Valuation --------- Period"). ------

Conversion of Target Shares. Subject to the provisions At and as of this Article 3, at the Effective Time, : (A) each Series A-1 Target Preferred Share (other than any Dissenting Share) held by virtue of the Company Merger and without any action on the part of Purchaser, Target, or the shareholders of either of the foregoing, the shares of the constituent corporations Berger Family 1998 Revocable Trust shall be converted as follows: into the right tx xxxxive (ai) Each share of capital stock of Purchaser issued and outstanding immediately prior an amount in cash equal to the Effective Time shall remain issued Series A-1(B) Initial Per Share Consideration (without interest) and outstanding from and after the Effective Time. (bii) Each a conditional amount of cash per share of Target Common Stock outstanding immediately prior equal to the Effective TimeSeries A-1(B) Per Share Escrow Amount, (B) each Series A-1 Target Preferred Share (other than shares any Dissenting Share) held by Target or with respect to which the holders thereof have perfected dissenters’ rights under Article 13 of the GBCC (the “Dissenting Shares”), Telkoor Telecom Ltd. shall automatically be converted at the Effective Time into the right to receive its pro rata portion (i) an amount in cash equal to the Series A-1(T) Initial Per Share Consideration (without interest) and (ii) a conditional amount of cash per share equal to the Series A-1(T) Per Share Escrow Amount, (C) each Series A-2 Target Preferred Share (other than any Dissenting Share) shall be converted into the right to receive (i) an amount in cash equal to the Series A-2 Initial Per Share Consideration (without interest) and (ii) a conditional amount of cash per share equal to the Series A-2 Per Share Escrow Amount, (D) each Series B Target Preferred Share (other than any Dissenting Share) shall be converted into the right to receive (i) an amount in cash equal to the Series B Initial Per Share Consideration (without interest) and (ii) a conditional amount of cash per share equal to the Series B Per Share Escrow Amount, and (E) each Target Common Share (other than any Dissenting Share) shall be converted into the right to receive (i) an amount in cash equal to the Common Initial Per Share Consideration (without interest) and (ii) a conditional amount of cash per share equal to the Common Per Share Escrow Amount; and (Z) each Dissenting Share shall be converted into the right to receive payment from Surviving Corporation with respect thereto in accordance with the provisions of the Merger Delaware General Corporation Law; provided, however, that the Initial Closing Consideration (adjusted proportionately for shall be subject to adjustment pursuant to Section 7.11 below; provided, further, that the Initial Closing Consideration and applicable Per Share Escrow Amounts shall be subject to equitable adjustment in the event of any stock split, stock dividend, recapitalization, reclassificationreverse stock split, or similar transaction that is effected by either Party, or for which a record date occurs). Such shares to be converted are sometimes referred to herein as other change in the “Outstanding Target Shares.” Subject to adjustment as set forth below, each holder number of Target Common Stock may elect to receive his or her portion Shares outstanding. Each Target Stockholder (other than the holders of the Merger Consideration in the form of (iDissenting Shares) cash in the amount of $30.00 per share of Target Common Stock, (ii) 1.2 shares of Purchaser Common Stock per share of Target Common Stock, or (iii) a combination of both. The relative proportions of a shareholder’s elected portion of the Merger Consideration represented by cash and shares of Purchaser Common Stock is subject to pro rata adjustment by the Exchange Agent to the extent necessary to effect the issuance of not more than the Maximum Cash Consideration, subject to the following: (i) in the case of holders of Target Common Stock that fail to make a timely election or do not indicate an election, such holders shall receive Stock Consideration; (ii) if the total of elections to receive Cash Consideration does not exceed the Maximum Cash Consideration, holders of Target Common Stock that have elected to receive any portion of their Merger Consideration in cash shall receive a combination of Cash Consideration and Stock Consideration or all Cash Consideration if they have so elected without adjustment; and (iii) if elections to receive Cash Consideration exceed the Maximum Cash Consideration, (A) each holder of Target Common Stock and/or Target Warrants that has elected to receive not more than 25% of his or her Merger Consideration in Cash Consideration shall receive such amount of Cash Consideration elected; and (B) each holder of Target Common Stock and/or Target Warrants that has elected to receive more than 25% of his or her Merger Consideration in Cash Consideration shall receive (1) Cash Consideration equal to 25% of his or her Merger Consideration plus (2) additional Cash Consideration adjusted on a pro rata basis among the holders electing to receive more than 25% of their Merger Consideration in Cash Consideration so that the Maximum Cash Consideration is not exceeded. (c) Notwithstanding any other provision of this Agreement, each holder of Outstanding Target Shares exchanged pursuant to the Company Merger who would otherwise have been be entitled to receive a fraction of a share of Purchaser the Series A-1(B) Per Share Escrow Amount, Series A-1(T) Per Share Escrow Amount, Series A-2 Per Share Escrow Amount, Series B Per Share Escrow Amount or Common Stock (Per Share Escrow Amount, if any and as the case may be, after taking into account deduction for all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal amounts payable to such fractional part of a share of Purchaser Common Stock multiplied by $25.00Buyer determined pursuant to Section 6. No such holder will be entitled to dividends, voting rights, or any other rights as a shareholder in respect of any fractional shares. (d) Each share of Target Common Stock that is not an Outstanding Target Share as of shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 2.4.5 after the Effective Time, including any shares of Target Common Stock owned by Target, shall be canceled without consideration therefor. (e) No Dissenting Shares shall be converted in the Company Merger. All such shares shall be canceled, and the holders thereof shall thereafter have only such rights as are granted to dissenting shareholders under Article 13 of the GBCC; provided, however, that if any such shareholder fails to perfect his or her rights as a dissenting shareholder with respect to his or her Dissenting Shares in accordance with Article 13 of the GBCC or withdraws or loses such holder’s Dissenter’s Rights, such shares held by such shareholder shall be treated the same as all other holders of Target Common Stock who at the Effective Time held Outstanding Target Shares.