Common use of CONVERSION OF ZML II COMMON STOCK Clause in Contracts

CONVERSION OF ZML II COMMON STOCK. Upon the Effective Time, (i) each issued and outstanding share of ZML II Class A Common Stock (other than any shares to be canceled in accordance with Section 2.1(a)) shall be converted into the right to receive from the Company ____________ fully paid and nonassessable Company Common Shares, and (ii) each issued and outstanding share of ZML II Class B Common Stock (other than any shares to be canceled in accordance with Section 2.1(a)) shall be converted into the right to receive one-one million two hundred seven thousand three hundred sixty eighth (1/1,207,368) of any ZML II Class B Contingent Shares (as defined in, and determined as set forth in, Section 2.4) (the "ZML II Class B Contingent Merger Consideration"). As of the Effective Time, all shares of ZML II Common Stock shall no longer be outstanding and shall automatically be canceled and retired and all rights with respect thereto shall cease to exist, and each holder of a certificate representing any such shares of ZML II Common Stock shall cease to have any rights with respect thereto, except the right to receive, upon surrender of such certificate, (x) in the case of the ZML II Class A Common Stock, certificates representing the Company Common Shares required to be delivered under this Section 2.1(c) and any cash in lieu of fractional shares of Company Common Shares to be issued or paid in consideration therefor upon surrender of such certificate (the "ZML II Class A Merger Consideration") as set forth in Section 2.2(e), and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(b), and (y) in the case of the ZML II Class B Common Stock, the ZML II Class B Contingent Merger Consideration, if any, when and if payable, as determined pursuant to Section 2.4, in each case without interest and less any required withholding taxes.

CONVERSION OF ZML II COMMON STOCK. Upon the Effective Time, (i) each issued and outstanding share of ZML II Class A Common Stock (other than any shares to be canceled in accordance with Section 2.1(a)) shall be converted into the right to receive from the Company ____________ 71.76 fully paid and nonassessable Company Common Shares, and (ii) each issued and outstanding share of ZML II Class B Common Stock (other than any shares to be canceled in accordance with Section 2.1(a)) shall be converted into the right to receive one-one million two hundred seven thousand three six hundred sixty thirty eighth (1/1,207,3681/1,207,638) of any ZML II Class B Contingent Shares (as defined in, and determined as set forth in, Section 2.4) (the "ZML II Class B Contingent Merger Consideration"). As of the Effective Time, all shares of ZML II Common Stock shall no longer be outstanding and shall automatically be canceled and retired and all rights with respect thereto shall cease to exist, and each holder of a certificate representing any such shares of ZML II Common Stock shall cease to have any rights with respect thereto, except the right to receive, upon surrender of such certificate, (x) in the case of the ZML II Class A Common Stock, certificates representing the Company Common Shares required to be delivered under this Section 2.1(c) and any cash in lieu of fractional shares of Company Common Shares to be issued or paid in consideration therefor upon surrender of such certificate (the "ZML II Class A Merger Consideration") as set forth in Section 2.2(e), and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(b), and (y) in the case of the ZML II Class B Common Stock, the ZML II Class B Contingent Merger Consideration, if any, when and if payable, as determined pursuant to Section 2.4, in each case without interest and less any required withholding taxes.