Common use of CONVERSION OF ZML III COMMON SHARES Clause in Contracts

CONVERSION OF ZML III COMMON SHARES. Upon the Effective Time, (i) each issued and outstanding ZML III Class A Common Share (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 (i) 72.17 fully paid and nonassessable Company Common Shares, and (ii) each issued and outstanding ZML III Class B Common Share (other than any shares to be canceled in accordance with Section 2.1(a)) shall be converted into the right to receive 1/692,290 of any ZML III Class B Contingent Shares (as defined in, and determined as set forth in, Section 2.4) (the "ZML III Class B Contingent Merger Consideration"). As of the Effective Time, all ZML III Common Shares 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 ZML III Common Shares 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 III Class A Common Shares, certificates representing the Company Common Shares required to be delivered under this Section 2.1(d) 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 III 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 III Class B Common Shares, the ZML III 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 III COMMON SHARES. Upon the Effective Time, (i) each issued and outstanding ZML III Class A Common Share (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 (i) 72.17 ____________ fully paid and nonassessable Company Common Shares, and (ii) each issued and outstanding ZML III Class B Common Share (other than any shares to be canceled in accordance with Section 2.1(a)) shall be converted into the right to receive 1/692,290 __________% of any ZML III Class B Contingent Shares (as defined in, and determined as set forth in, Section 2.4) (the "ZML III Class B Contingent Merger Consideration"). As of the Effective Time, all ZML III Common Shares 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 ZML III Common Shares 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 III Class A Common Shares, certificates representing the Company Common Shares required to be delivered under this Section 2.1(d) 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 III 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 III Class B Common Shares, the ZML III 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.