Common use of Effect on Outstanding Shares Clause in Contracts

Effect on Outstanding Shares. By virtue of the Merger and without any action on the part of the holder of any shares of capital stock of ICH or ACT: (a) At the Effective Time, each share of common stock, par value $.01 per share ("ICH Common Stock"), of ICH and each share of Series B 8 1/2% Cumulative Convertible Preferred Stock, par value $.01 per share ("ICH Series B Preferred Stock" and, together with ICH Common Stock, "ICH Stock"), of ICH owned by any of its Subsidiaries (as defined below) shall, automatically and without any action on the part of the holder thereof, be canceled and retired and all rights in respect thereof shall cease to exist without any conversion thereof or payment therefor. (b) At the Effective Time, each share of ICH Common Stock outstanding immediately prior to the Effective Time (other than as provided in Section 2.1(a) or any shares of ICH Common Stock owned by ACT or any of its Subsidiaries) shall, automatically and without any action on the part of the holder thereof, cease to be outstanding and be converted into 0.66094 (the "Exchange Ratio") of an ACT Common Share, plus cash for any fractional ACT Common Share as provided in Section 2.5. If prior to the Effective Time the outstanding shares of ICH Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in ICH's capitalization, then an appropriate and proportionate adjustment shall be made in the Exchange Ratio. (c) Prior to the Effective Time, the holder of the outstanding shares of ICH Series B Preferred Stock shall convert all of such shares into 1,683,635 shares of ICH Common Stock; provided, however, that if such conversion does not occur prior to the Effective Time, each share of ICH Series B Preferred Stock outstanding immediately prior to the Effective Time (other than as provided in Section 2.1(a) or any shares of ICH Series B Preferred Stock owned by ACT or any of its Subsidiaries) shall, automatically and without any action on the part of the holder thereof, cease to be outstanding and be converted into 1,112,782 ACT Common Shares.

Effect on Outstanding Shares. By virtue of the Merger and without any action on the part of the holder of any shares of capital stock of ICH or ACT: (a) At the Effective Time, each share by virtue of common stock, par value $.01 per share ("ICH Common Stock"), of ICH and each share of Series B 8 1/2% Cumulative Convertible Preferred Stock, par value $.01 per share ("ICH Series B Preferred Stock" and, together with ICH Common Stock, "ICH Stock"), of ICH owned by any of its Subsidiaries (as defined below) shallthe Merger, automatically and without any action on the part of the holder thereof, subject to the provisions of Section 1.3 hereof with respect to the payment of fractional shares in cash, each share of common stock, par value $.50 per share, of Cardinal (the "Cardinal Common Stock") issued and outstanding at the Effective Time (other than (i) shares the holders of which (each a "Dissenting Shareholder") are exercising appraisal rights pursuant to the PBCL (the "Dissenters' Shares"), if any, and (ii) shares held directly or indirectly by SBI, other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) shall become and be canceled and retired and converted into the right to receive shares of common stock, par value $2.00 per share, of SBI ("SBI Common Stock") determined in conformity with the Exchange Ratio set forth at Schedule 1.2 hereof (such SBI Common Stock, determined on the basis of the Exchange Ratio, as to each Cardinal shareholder and, collectively, to all rights in respect thereof shall cease to exist without any conversion thereof or payment therefor. (b) At Cardinal shareholders is the "Merger Consideration"). As of the Effective Time, each share of ICH Cardinal Common Stock held directly or indirectly by SBI, other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted, shall be canceled and retired and cease to exist, and no exchange or payment shall be made with respect thereto. (b) The shares of common stock of SBI Merger Sub issued and outstanding immediately prior to the Effective Time (other than as provided in Section 2.1(a) or any shares Time, by virtue of ICH Common Stock owned by ACT or any of its Subsidiaries) shalland after the Merger, automatically and without any action on the part of the holder thereof, cease to be outstanding and shall be converted into 0.66094 and thereafter constitute the issued and outstanding shares of the capital stock of the Surviving Corporation. (the "Exchange Ratio"c) of an ACT Common Share, plus cash for any fractional ACT Common Share as provided in Section 2.5. If prior to the Effective Time Time, the outstanding shares of ICH SBI Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as through a result of a reorganization, recapitalization, reclassification, stock dividend, stock split or reverse stock split, reverse stock split or other similar change in ICH's capitalizationchange, then an appropriate and proportionate adjustment the Exchange Ratio shall be made in the Exchange Ratio. (c) Prior adjusted such that each Cardinal shareholder shall be entitled to receive such number of shares of SBI Common Stock as such shareholder would have been entitled to receive if the Effective Time, the holder of the outstanding shares of ICH Series B Preferred Stock shall convert all of such shares into 1,683,635 shares of ICH Common Stock; provided, however, that if such conversion does not occur Time had occurred prior to the Effective Timehappening of such event. (By way of illustration, each share if SBI shall declare a stock dividend of ICH Series B Preferred Stock outstanding immediately 7% payable with respect to a record date on or prior to the Effective Time (other than as provided in Section 2.1(a) or any shares of ICH Series B Preferred Stock owned and the conditions set forth above are satisfied, the Exchange Ratio shall be adjusted upward by ACT or any of its Subsidiaries) shall, automatically and without any action on the part of the holder thereof, cease to be outstanding and be converted into 1,112,782 ACT Common Shares7%.)

Effect on Outstanding Shares. (a) Seller Common Stock. By virtue of the Merger and without any action on the part of the holder of any shares of capital stock of ICH or ACT: (a) At the Effective TimeAcquisition Merger, each share of common stock, par value $.01 per share ("ICH Common Stock"), of ICH and each share of Series B 8 1/2% Cumulative Convertible Preferred Stock, par value $.01 per share ("ICH Series B Preferred Stock" and, together with ICH Common Stock, "ICH Stock"), of ICH owned by any of its Subsidiaries (as defined below) shall, ------ ------ ----- automatically and without any action on the part of the holder thereof, be canceled and retired and all rights in respect thereof shall cease to exist without any conversion thereof or payment therefor. (b) At the Effective Time, each share of ICH Seller Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and any such shares held directly or indirectly by Buyer, other than Trust Account Shares and DPC Shares, and any such shares held as provided in Section 2.1(atreasury stock by Seller) or any shares of ICH Common Stock owned by ACT or any of its Subsidiaries) shall, automatically and without any action on the part of the holder thereof, cease to be outstanding shall become and be converted into 0.66094 (the "Exchange Ratio") of an ACT Common Share, plus cash for any fractional ACT Common Share as provided in Section 2.5. If prior to the Effective Time the outstanding shares of ICH Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result fraction of a reorganizationshare of Buyer Common Stock (together with the number of Buyer Rights associated therewith), recapitalizationrounded to the nearest thousandth of a share, reclassification, stock dividend, stock split, reverse stock split or other similar change in ICH's capitalization, then an appropriate and proportionate adjustment equal to the Conversion Number. The "Conversion Number" shall be made in equal to the Exchange Ratio.quotient ---------- ------ of dividing (ci) Prior to the Effective Time, sum of (A) the holder Adjusted Net Worth as of the close of business on the Measurement Date, (B) $40,640,806.00, (C) the product of $40,000.00 and the number of days after the Measurement Date to and including the Closing Date, and (D) the aggregate exercise price of all options to purchase Seller Common Stock outstanding at the close of business on the Measurement Date, by (ii) the product of (A) Average Closing Price, and (B) the sum of the number of shares of ICH Series B Preferred Seller Common Stock shall convert all and options to purchase Seller Common Stock outstanding at the close of such shares into 1,683,635 shares business on the Measurement Date. As of ICH Common Stock; provided, however, that if such conversion does not occur prior to the Effective Time, each share of ICH Series B Preferred Seller Common Stock outstanding immediately held directly or indirectly by Buyer, other than Trust Account Shares and DPC Shares, and held by Seller as treasury stock shall be canceled, retired and cease to exist, and no payment shall be made with respect thereof. For purposes of this Agreement, "Average Closing Price" shall mean the average of the ------- ------- ----- closing prices of shares of Buyer Common Stock as reported on the NYSE composite transactions reporting system for the twenty consecutive trading days ending on the third business day prior to the Effective Time Closing Date (other than as provided in Section 2.1(a) or any shares of ICH Series B Preferred Stock owned by ACT or any of its Subsidiaries) shall, automatically and without any action on such period being the part of the holder thereof, cease to be outstanding and be converted into 1,112,782 ACT Common Shares."Valuation Period"). --------- ------

Effect on Outstanding Shares. (a) By virtue of the Merger and without any action on the part of the holder of any shares of capital stock of ICH or ACT: (a) At the Effective Time, each share of common stock, par value $.01 per share ("ICH Common Stock"), of ICH and each share of Series B 8 1/2% Cumulative Convertible Preferred Stock, par value $.01 per share ("ICH Series B Preferred Stock" and, together with ICH Common Stock, "ICH Stock"), of ICH owned by any of its Subsidiaries (as defined below) shallMerger, automatically and without any action on the part of the holder thereof, each share of the common stock of the Company, par value $1.00 per share (the "Company Common Stock"), issued and outstanding at the Effective Time (other than (i) shares the holder of which (the "Dissenting Stockholder") pursuant to any applicable law providing for dissenters' or appraisal rights is entitled to receive payment in accordance with the provisions of any such law, such holder to have only the rights provided in any such law (the "Dissenters' Shares"), (ii) shares held directly or indirectly by the Purchaser (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted), and (iii) shares held as treasury stock of the Company) shall become and be canceled converted into the right to receive an amount (the "Merger Consideration") equal to the sum of (x) $525.00 in cash without interest (the "Base Amount") and retired (y) in the event the Merger is not consummated on or before February 1, 1998, an amount equal to the product of (I) the Base Amount, multiplied by (II) a fraction, the numerator of which is (A) the number of days from but excluding February 1, 1998 up to and all rights including the Closing Date (as defined in respect thereof shall cease to exist without any conversion thereof or payment therefor. Section 7.01) multiplied by .06, and the denominator of which is (bB) At 365. As of the Effective Time, each share of ICH Company Common Stock held directly or indirectly by the Purchaser (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) and shares held as treasury stock of the Company shall be canceled and retired and cease to exist, and no exchange or payment shall be made with respect thereto. (b) The shares of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time (other than as provided in Section 2.1(a) or any shall become shares of ICH Common Stock owned by ACT or any of its Subsidiaries) shall, automatically the Surviving Corporation after the Merger and without any action on the part shall thereafter constitute all of the holder thereof, cease to be outstanding issued and be converted into 0.66094 (the "Exchange Ratio") of an ACT Common Share, plus cash for any fractional ACT Common Share as provided in Section 2.5. If prior to the Effective Time the outstanding shares of ICH Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, the capital stock dividend, stock split, reverse stock split or other similar change in ICH's capitalization, then an appropriate and proportionate adjustment shall be made in the Exchange Ratio. (c) Prior to the Effective Time, the holder of the outstanding shares of ICH Series B Preferred Stock shall convert all of such shares into 1,683,635 shares of ICH Common Stock; provided, however, that if such conversion does not occur prior to the Effective Time, each share of ICH Series B Preferred Stock outstanding immediately prior to the Effective Time (other than as provided in Section 2.1(a) or any shares of ICH Series B Preferred Stock owned by ACT or any of its Subsidiaries) shall, automatically and without any action on the part of the holder thereof, cease to be outstanding and be converted into 1,112,782 ACT Common SharesSurviving Corporation.

Effect on Outstanding Shares. By Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of capital stock of ICH or ACTMerger: (a) At The register of members of the Company will be closed, and thereafter there will be no further registration of transfers of Company Shares. From and after the Effective Time, each share of common stock, par value $.01 per share ("ICH Common Stock"), of ICH and each share of Series B 8 1/2% Cumulative Convertible Preferred Stock, par value $.01 per share ("ICH Series B Preferred Stock" and, together with ICH Common Stock, "ICH Stock"), of ICH owned by any of its Subsidiaries (as defined below) shall, automatically and without any action on the part holders of the holder thereof, be canceled and retired and all rights in respect thereof shall Company Shares outstanding immediately prior to the Effective Time will cease to exist without have any conversion thereof rights with respect thereto except as otherwise provided in this Agreement or payment thereforby Law. (b) At the Effective Time, each share of ICH Common Stock Each Company Share issued and outstanding immediately prior to the Effective Time (other than as provided which excludes, in Section 2.1(aeach case, Excluded Shares and Dissenting Shares, if any) or any shares of ICH Common Stock owned by ACT or any of its Subsidiaries) shall, will be automatically and without any action on the part of the holder thereof, cease to be outstanding and be converted into 0.66094 (the "Exchange Ratio") of an ACT Common Share, plus cash for any fractional ACT Common right to receive the Per Share as provided in Section 2.5. If prior to the Effective Time the outstanding shares of ICH Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in ICH's capitalization, then an appropriate and proportionate adjustment shall be made in the Exchange RatioMerger Consideration. (c) Prior to the Effective TimeEach Company Share, the holder of the outstanding shares of ICH Series B Preferred Stock shall convert all of such shares into 1,683,635 shares of ICH Common Stock; providedif any, however, that if such conversion does not occur prior to the Effective Time, each share of ICH Series B Preferred Stock outstanding held immediately prior to the Effective Time by the Company or Parent (other than collectively, the “Excluded Shares”) will be automatically canceled and no payment will be made with respect thereto. (d) Each Outstanding Warrant shall be assumed by Parent and automatically converted into a warrant to purchase Parent Ordinary Shares payable in Parent ADSs (collectively, the “Assumed Warrants”). Each Assumed Warrant shall (i) constitute the right to acquire a number of Parent ADSs equal to (in each case, as provided rounded down to the nearest whole number) the product of (A) the Per Share Merger Consideration, multiplied by (B) the number of Company Shares subject to the unexercised portion of such Outstanding Warrant, multiplied by (C) the ADS Exchange Rate and (ii) have an exercise price per Parent ADS equal to (in Section 2.1(aeach case, as rounded up to the nearest whole cent) or any shares the quotient of ICH Series B Preferred Stock owned (A) the exercise price per share of such Outstanding Warrant prior to its assumption, divided by ACT or any (B) the Per Share Merger Consideration, divided by (C) the ADS Exchange Rate. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of its Subsidiaries) shall, automatically and without any action on the part Parent Ordinary Shares for delivery upon exercise of the holder thereof, cease Outstanding Warrants to be outstanding issued for the Assumed Warrants in accordance with this Section 1.02(d). (e) Each Outstanding Right shall be assumed by Parent and be automatically converted into 1,112,782 ACT Common Sharesa right to receive Parent Ordinary Shares payable in Parents ADSs (collectively, the “Assumed Rights”). Each Assumed Right shall constitute the right to automatically convert, upon the consummation of the Merger, into a number of Parent ADSs equal to (in each case, as rounded down to the nearest whole number) the product of (A) the Per Share Merger Consideration, multiplied by (B) the number of Company Shares subject to the unexercised portion of such Outstanding Right, multiplied by (C) the ADS Exchange Rate. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of Parent Ordinary Shares for delivery upon the conversion of the Assumed Rights in accordance with this Section 1.02(e). (f) The Company Unit Purchase Option shall be assumed by Parent, such that each Outstanding Option shall be assumed by Parent and automatically converted into an option to receive upon exercise, with respect to each of the (i) Company Shares issuable upon the exercise of the Company Unit Purchase Option, the Per Share Merger Consideration calculated in accordance with Section 1.02(b) and Section 1.07, (ii) the Company Warrants issuable upon the exercise of the Company Unit Purchase Option, the number of Parent Ordinary Shares payable in Parents ADSs calculated in accordance with Section 1.02(d), and (iii) the Company Rights issuable upon the exercise of the Company Unit Purchase Option, the number of Parent Ordinary Shares payable in Parents ADSs calculated in accordance with Section 1.02(e).

Effect on Outstanding Shares. By Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of capital stock of ICH or ACTMerger: (a) At The register of members of the Company will be closed, and thereafter there will be no further registration of transfers of Company Shares. From and after the Effective Time, each share of common stock, par value $.01 per share ("ICH Common Stock"), of ICH and each share of Series B 8 1/2% Cumulative Convertible Preferred Stock, par value $.01 per share ("ICH Series B Preferred Stock" and, together with ICH Common Stock, "ICH Stock"), of ICH owned by any of its Subsidiaries (as defined below) shall, automatically and without any action on the part holders of the holder thereof, be canceled and retired and all rights in respect thereof shall Company Shares outstanding immediately prior to the Effective Time will cease to exist without have any conversion thereof rights with respect thereto except as otherwise provided in this Agreement or payment thereforby Law. (b) At the Effective Time, each share of ICH Common Stock Each Company Share issued and outstanding immediately prior to the Effective Time (other than as provided which excludes, in Section 2.1(aeach case, Excluded Shares and Dissenting Shares, if any) or any shares of ICH Common Stock owned by ACT or any of its Subsidiaries) shall, will be automatically and without any action on the part of the holder thereof, cease to be outstanding and be converted into 0.66094 (the "Exchange Ratio") of an ACT Common Share, plus cash for any fractional ACT Common right to receive the Per Share as provided in Section 2.5. If prior to the Effective Time the outstanding shares of ICH Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in ICH's capitalization, then an appropriate and proportionate adjustment shall be made in the Exchange RatioMerger Consideration. (c) Prior to the Effective TimeEach Company Share, the holder of the outstanding shares of ICH Series B Preferred Stock shall convert all of such shares into 1,683,635 shares of ICH Common Stock; providedif any, however, that if such conversion does not occur prior to the Effective Time, each share of ICH Series B Preferred Stock outstanding held immediately prior to the Effective Time by the Company or Parent (other than collectively, the “Excluded Shares”) will be automatically canceled and no payment will be made with respect thereto. (d) Each Outstanding Warrant shall be assumed by Parent and automatically converted into a warrant to purchase Parent Ordinary Shares payable in Parent ADSs (collectively, the “Assumed Warrants”). Each Assumed Warrant shall (i) constitute the right to acquire a number of Parent ADSs equal to (in each case, as provided rounded down to the nearest whole number) the product of (A) the Per Share Merger Consideration, multiplied by (B) the number of Company Shares subject to the unexercised portion of such Outstanding Warrant, multiplied by (C) the ADS Exchange Rate and (ii) have an exercise price per Parent ADS equal to (in Section 2.1(aeach case, as rounded up to the nearest whole cent) or any shares the quotient of ICH Series B Preferred Stock owned (A) the exercise price per share of such Outstanding Warrant prior to its assumption, divided by ACT or any (B) the TABLE OF CONTENTS​​​​ Per Share Merger Consideration, divided by (C) the ADS Exchange Rate. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of its Subsidiaries) shall, automatically and without any action on the part Parent Ordinary Shares for delivery upon exercise of the holder thereof, cease Outstanding Warrants to be outstanding issued for the Assumed Warrants in accordance with this Section 1.02(d). (e) Each Outstanding Right shall be assumed by Parent and be automatically converted into 1,112,782 ACT Common Sharesa right to receive Parent Ordinary Shares payable in Parents ADSs (collectively, the “Assumed Rights”). Each Assumed Right shall constitute the right to automatically convert, upon the consummation of the Merger, into a number of Parent ADSs equal to (in each case, as rounded down to the nearest whole number) the product of (A) the Per Share Merger Consideration, multiplied by (B) the number of Company Shares subject to the unexercised portion of such Outstanding Right, multiplied by (C) the ADS Exchange Rate. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of Parent Ordinary Shares for delivery upon the conversion of the Assumed Rights in accordance with this Section 1.02(e). (f) The Company Unit Purchase Option shall be assumed by Parent, such that each Outstanding Option shall be assumed by Parent and automatically converted into an option to receive upon exercise, with respect to each of the (i) Company Shares issuable upon the exercise of the Company Unit Purchase Option, the Per Share Merger Consideration calculated in accordance with Section 1.02(b) and Section 1.07, (ii) the Company Warrants issuable upon the exercise of the Company Unit Purchase Option, the number of Parent Ordinary Shares payable in Parents ADSs calculated in accordance with Section 1.02(d), and (iii) the Company Rights issuable upon the exercise of the Company Unit Purchase Option, the number of Parent Ordinary Shares payable in Parents ADSs calculated in accordance with Section 1.02(e).