Common use of Conversion of Target Shares Clause in Contracts

Conversion of Target Shares. At and as of the Effective Time, (A) the Target Stockholders (other than any Dissenting Share or Buyer-owned Share) shall have the right to receive 1 Preferred Share ("Conversion Ratio") for each four (4) Target Shares (the "Merger Consideration"), (B) each Dissenting Share shall be converted into the right to receive payment from the Surviving Corporation with respect thereto in accordance with the provisions of the Ohio General Corporation Law, and (C) each Buyer-owned Share shall be cancelled; provided, however, that the Merger Consideration shall be subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split, or other change in the number of Target Shares outstanding. No Target Share shall be deemed to be outstanding or to have any rights other than those set forth above in this Section2(d)(v) after the Effective Time. No fractional Preferred Shares shall be issued and, in lieu thereof, cash shall be paid to such Target Stockholders at the rate of $5.00 per Target Share.

Conversion of Target Shares. At and as of the Effective Time, (A) the Target Stockholders (other than any Dissenting Share or Buyer-owned Share) shall have the right to receive 1 Preferred Share ("Conversion Ratio") for each four (4) Target Shares (the "Merger Consideration"), (B) each Dissenting Share shall be converted into the right to receive payment from the Surviving Corporation with respect thereto in accordance with the provisions of the Ohio General Corporation Law, and (C) each Buyer-owned Share shall be cancelled; provided, however, that the Merger Consideration shall be subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split, or other change in the number of Target Shares outstanding. No Target Share shall be deemed to be outstanding or to have any rights other than those set forth above in this Section2(d)(vSection 2(d)(v) after the Effective Time. No fractional Preferred Shares shall be issued and, in lieu thereof, cash shall be paid to such Target Stockholders at the rate of $5.00 per Target Share.