Common use of Exchange of Stock; Purchase Price Adjustments Clause in Contracts

Exchange of Stock; Purchase Price Adjustments. As of the --------------------------------------------- Effective Time of the Merger, each share of the Company's Common Stock, $1.00 par value (the "Company Common Stock"), that is issued and outstanding -------------------- immediately prior to the Effective Time (other than any dissenting shares under applicable state law) shall, by virtue of the Merger and without any action on the part of Sub, the Company, or the Company's shareholders (the "Company ------- Shareholders"), be canceled and extinguished and each Company Shareholder shall ------------ have (i) the right to receive such Company Shareholder's pro rata portion (based on such Company Shareholders' equity ownership in the Company as represented to Parent by the Company) of that number of shares of the Parent's Common Stock, par value $.001 per share (the "Parent Common Stock") equal to $ 3,559,027 (the ------------------- "Original Purchase Price") divided by the Fair Value Per Share (as defined in ----------------------- Section 1.6(d) below) as of the Closing Date, subject to Section 7.2 hereof, plus the contingent right to receive (or obligation to return) additional shares of Parent Common Stock as provided in Section 1.10 of this Agreement (the "Purchase Price Adjustment"). The Original Purchase Price and the Purchase -------------------------- Price Adjustment are hereinafter collectively referred to as the "Merger ------ Consideration." -------------

Exchange of Stock; Purchase Price Adjustments. As of the --------------------------------------------- Effective Time of the Merger, each share of the Company's Common Stock, $1.00 no par value (the "Company Common Stock"), that is issued and outstanding immediately -------------------- immediately prior to the Effective Time (other than any dissenting shares under applicable state law) shall, by virtue of the Merger and without any action on the part of Sub, the Company, or the Company's shareholders (the "Company ------- Shareholders"), be -------------------- canceled and extinguished and each Company Shareholder shall ------------ have (i) the right to receive such Company Shareholder's pro rata portion (based on such Company Shareholders' equity ownership in the Company as represented to Parent by the Company) of that number of shares of the Parent's Common Stock, par value $.001 per share (the "Parent Common Stock") equal to $ 3,559,027 $2,586,666 (the ------------------- "Original ------------------- Purchase Price") divided by the Fair Value Per Share (as defined in ----------------------- Section 1.6(d1.6(e) below) as of the Closing Date, subject to Section 7.2 hereof, plus the contingent right to receive (or obligation to return) additional shares of Parent Common Stock as provided in Section 1.10 of this Agreement (the "Purchase Price Adjustment"). ------------------------- The Original Purchase Price and the Purchase -------------------------- Price Adjustment are hereinafter collectively referred to as the "Merger ------ Consideration." ---------------------------------

Exchange of Stock; Purchase Price Adjustments. As of the --------------------------------------------- Effective Time of the Merger, each share of the Company's Common Stock, $1.00 no par value (the "Company Common Stock"), that is issued and outstanding immediately -------------------- immediately prior to the Effective Time (other than any dissenting shares under applicable state law) shall, by virtue of the Merger and without any action on the part of Sub, the Company, or the Company's shareholders (the "Company ------- Shareholders"), be -------------------- canceled and extinguished and each Company Shareholder shall ------------ have (i) the right to receive such Company Shareholder's pro rata portion (based on such Company Shareholders' equity ownership in the Company as represented to Parent by the Company) of that number of shares of the Parent's Common Stock, par value $.001 per share (the "Parent Common Stock") equal to $ 3,559,027 $3,137,653 (the ------------------- The "Original ------------------- -------- Purchase Price") divided by the Fair Value Per Share (as defined in ----------------------- Section 1.6(d-------------- 1.6(e) below) as of the Closing Date, subject to Section 7.2 hereof, plus the contingent right to receive (or obligation to return) additional shares of Parent Common Stock as provided in Section 1.10 of this Agreement (the The "Purchase Price Adjustment"). The ------------------------- the Original Purchase Price and the Purchase -------------------------- Price Adjustment are hereinafter collectively referred to as the "Merger ------ Consideration." ---------------------------------

Exchange of Stock; Purchase Price Adjustments. As of the --------------------------------------------- Effective Time of the Merger, each share of the Company's Common Stock, $1.00 par value (the "Company Common Stock"), that is issued and outstanding -------------------- immediately prior to the Effective Time (other than any dissenting shares under applicable state law) shall, by virtue of the Merger and without any action on the part of Sub, the Company, or the Company's shareholders (the "Company ------- Shareholders"), be canceled and extinguished and each Company Shareholder shall ------------ have (i) the right to receive such Company Shareholder's pro rata portion (based on such Company Shareholders' equity ownership in the Company as represented to Parent by the Company) of that number of shares of the Parent's Common Stock, par value $.001 per share (the "Parent Common Stock") equal to $ 3,559,027 $1,478,333 (the ------------------- "Original Purchase Price") divided by the Fair Value Per Share (as defined in ----------------------- ------------------------ Section 1.6(d1.6(e) below) as of the Closing Date, subject to Section 7.2 hereof, plus the contingent right to receive (or obligation to return) additional shares of Parent Common Stock as provided in Section 1.10 of this Agreement (the "Purchase Price Adjustment"). ------------------------- The Original Purchase Price and the Purchase -------------------------- Price Adjustment are hereinafter collectively referred to as the "Merger ------ Consideration." ---------------------------------

Exchange of Stock; Purchase Price Adjustments. As of the --------------------------------------------- Effective Time of the Merger, each share of the Company's Common Stock, $1.00 no par value (the "Company Common Stock"), that is issued and outstanding immediately -------------------- immediately prior to the Effective Time (other than any dissenting shares under applicable state law) shall, by virtue of the Merger and without any action on the part of Sub, the Company, or the Company's shareholders (the "Company ------- Shareholders"), be -------------------- canceled and extinguished and each Company Shareholder shall ------------ have (i) the right to receive such Company Shareholder's pro rata portion (based on such Company Shareholders' equity ownership in the Company as represented to Parent by the Company) of that number of shares of the Parent's Common Stock, par value $.001 per share (the "Parent Common Stock") equal to $ 3,559,027 $2,992,828 (the ------------------- "Original ------------------- -------- Purchase Price") divided by the Fair Value Per Share (as defined in ----------------------- Section 1.6(d-------------- 1.6(e) below) as of the Closing Effective Date, subject to Section 7.2 hereof, plus the contingent right to receive (or obligation to return) additional shares of Parent Common Stock as provided in Section 1.10 of this Agreement (the "Purchase Price Adjustment"). ------------------------- The Original Purchase Price and the Purchase -------------------------- Price Adjustment are hereinafter collectively referred to as the "Merger ------ Consideration." ---------------------------------

Exchange of Stock; Purchase Price Adjustments. As of the --------------------------------------------- Effective Time of the Merger, each share of the Company's Common Stock, $1.00 no par value (the "Company Common Stock"), that is issued and outstanding immediately -------------------- immediately prior to the Effective Time (other than any dissenting shares under applicable state law) shall, by virtue of the Merger and without any action on the part of Sub, the Company, or the Company's shareholders (the "Company ------- Shareholders"), be -------------------- canceled and extinguished and each Company Shareholder shall ------------ have (i) the right to receive such Company Shareholder's pro rata portion (based on such Company Shareholders' equity ownership in the Company as represented to Parent by the Company) of that number of shares of the Parent's Common Stock, par value $.001 per share (the "Parent Common Stock") equal to $ 3,559,027 4,000,166 (the ------------------- "Original ------------------- -------- Purchase Price") divided by the Fair Value Per Share (as defined in ----------------------- Section -------------- 1.6(d) below) as of the Closing Date, subject to Section 7.2 hereof, plus the contingent right to receive (or obligation to return) additional shares of Parent Common Stock as provided in Section 1.10 of this Agreement (the "Purchase -------- Price Adjustment"). The Original Purchase Price and the Purchase -------------------------- Price ---------------- Adjustment are hereinafter collectively referred to as the "Merger ------ Consideration." -------------

Exchange of Stock; Purchase Price Adjustments. As of the --------------------------------------------- Effective Time of the Merger, each share of the Company's Common Stock, $1.00 par value (the "Company Common Stock"), that is issued and outstanding -------------------- immediately prior to the Effective Time (other than any Dissenting Shares (as defined and to the extent provided in Section 1.7)) dissenting shares under applicable state law) shall, by virtue of the Merger and without any action on the part of Sub, the Company, or the Company's shareholders (the "Company ------- Shareholders"), be canceled and extinguished and each Company Shareholder shall ------------ have (i) the right to receive such Company Shareholder's pro rata portion (based on such Company Shareholders' Shareholder's equity ownership in the Company as represented to Parent by the Company) of that number of shares of the Parent's Common Stock, par value $.001 per share (the "Parent Common Stock") equal to $ 3,559,027 $11,242,293 (the ------------------- "Original Purchase Price") divided by the Fair Value Per Share (as defined in ----------------------- Section 1.6(d) below) as of the Closing Date$2.25, subject to Section 7.2 hereof, plus ----------------------- (ii) the contingent right to receive (or obligation to return) from Sub additional shares of Parent Common Stock as provided in Section 1.10 of this Agreement (the "Purchase Price -------------- Adjustment"). The Original Purchase Price and the Purchase -------------------------- Price Adjustment are ---------- hereinafter collectively referred to as the "Merger ------ Consideration." ---------------------------------

Exchange of Stock; Purchase Price Adjustments. As of the --------------------------------------------- Effective Time of the Merger, each share of the Company's Common Stock, $1.00 no par value (the "Company Common Stock"), that is issued and outstanding immediately -------------------- immediately prior to the Effective Time (other than any dissenting shares under applicable state law) shall, by virtue of the Merger and without any action on the part of Sub, the Company, or the Company's shareholders (the "Company ------- Shareholders"), be -------------------- canceled and extinguished and each Company Shareholder shall ------------ have (i) the right to receive such Company Shareholder's pro rata portion (based on such Company Shareholders' equity ownership in the Company as represented to Parent by the Company) of that number of shares of the Parent's Common Stock, par value $.001 per share (the "Parent Common Stock") equal to $ 3,559,027 $2,873,475 (the ------------------- "Original ------------------- -------- Purchase Price") divided by the Fair Value Per Share (as defined in ----------------------- Section 1.6(d-------------- 1.6(e) below) as of the Closing Dateclosing date, subject to Section 7.2 hereof, plus the contingent right to receive (or obligation to return) additional shares of Parent Common Stock as provided in Section 1.10 of this Agreement (the "Purchase Price Adjustment"). ------------------------- The Original Purchase Price and the Purchase -------------------------- Price Adjustment are hereinafter collectively referred to as the "Merger ------ Consideration." ---------------------------------

Exchange of Stock; Purchase Price Adjustments. As of the --------------------------------------------- Effective Time of the Merger, each share of the Company's Common Stock, $1.00 no par value (the "Company Common Stock"), that is issued and outstanding immediately -------------------- immediately prior to the Effective Time (other than any dissenting shares under applicable state law) shall, by virtue of the Merger and without any action on the part of Sub, the Company, or the Company's shareholders (the "Company ------- Shareholders"), be -------------------- canceled and extinguished and each Company Shareholder shall ------------ have (i) the right to receive such Company Shareholder's pro rata portion (based on such Company Shareholders' equity ownership in the Company as represented to Parent by the Company) of that number of shares of the Parent's Common Stock, par value $.001 per share (the "Parent Common Stock") equal to $ 3,559,027 $933,363 (the ------------------- "Original Purchase ------------------- ----------------- Price") divided by the Fair Value Per Share (as defined in ----------------------- Section 1.6(d) below) ----- as of the Closing Date, subject to Section 7.2 hereof, plus the contingent right to receive (or obligation to return) additional shares of Parent Common Stock as provided in Section 1.10 of this Agreement (the "Purchase Price Adjustment"). ------------------------- The Original Purchase Price and the Purchase -------------------------- Price Adjustment are hereinafter collectively referred to as the "Merger ------ Consideration." ---------------------------------

Exchange of Stock; Purchase Price Adjustments. As of the --------------------------------------------- Effective Time of the Merger, each share of the Company's Common Stock, $1.00 0.001 par value (the "Company Common Stock") and each share of the Company's Preferred -------------------- Stock, $0.001 par value (the "Company Preferred Stock"), that is issued and ----------------------- outstanding -------------------- immediately prior to the Effective Time (other than any dissenting shares under applicable state law) shall, by virtue of the Merger and without any action on the part of Sub, the Company, or the Company's shareholders stockholders (the "Company ------- ShareholdersStockholders"), be canceled and extinguished and each -------------------- Company Shareholder Stockholder shall ------------ have the right to receive, subject to Article II of the Indemnification and Escrow Agreement in substantially the form attached as Exhibit E (the "Indemnification Agreement"), (i) the right (A) with respect to receive each share --------- ------------------------- of Company Preferred Stock owned by such Company Shareholder's pro rata portion (based on such Company Shareholders' equity ownership in Stockholder immediately prior to the Company as represented to Effective Time, a fractional share of Parent by the Company) of that number of shares of the Parent's Common Stock, par value $.001 0.001 per share (the "Parent Common Stock") ), equal to $ 3,559,027 the result of dividing (the 1) ------------------- "Original Purchase Price"$0.95 by (2) divided by the Fair Value Per Share (as defined in ----------------------- Section 1.6(d) below) of Parent Common Stock as of the Closing Date, subject or (B) with respect to Section 7.2 hereofeach share of Company Common Stock owned by such Company Stockholder immediately prior to the Effective Time, a fractional share of Parent Common Stock equal to the result of dividing (1) 1,341,550 minus the number of shares of Parent Common Stock to be issued in connection with the Merger at the Effective Time pursuant to the preceding sub-clause (A), by (2) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time, plus the contingent right to receive (or obligation to returnii) such Company Stockholder's pro rata portion of that number of additional shares of Parent Common Stock as and to the extent provided in Section 1.10 of this Agreement (the "Purchase Price Adjustment"). ------------------------- For purposes of Clause (ii) of the immediately preceding sentence: (A) the pro rata portion of the Purchase Price Adjustment in the case of a holder of Series A Preferred of the Company shall be determined by multiplying (1) the percentage of shares of Parent Common Stock issued at the Effective Time with respect to Company Preferred Stock (excluding shares issued to holders of Company Series B Preferred Stock) by (2) a fraction, the numerator of which is the number of shares of Series A Preferred Stock of the Company beneficially owned by such Company Stockholder immediately prior to the Effective Time and the denominator of which shall be the total number of shares of Series A Preferred Stock of the Company outstanding immediately prior to the Effective Time; and (B) the pro rata portion of the Purchase Price Adjustment in the case of a holder of Company Common Stock shall be determined by multiplying (1) the percentage of shares of Parent Common Stock issued at the Effective Time with respect to Company Common Stock (excluding shares issued to holders of Company Series B Preferred Stock) by a fraction, the numerator of which is the number of shares of Company Common Stock beneficially owned by such Company Stockholder immediately prior to the Effective Time and the denominator of which shall be the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time. Notwithstanding the foregoing, subject to Purchase Price Adjustments pursuant to Section 1.10, the maximum number of shares of Parent Common Stock to be issued by Parent in connection with the Merger at the Effective Time shall be 1,341,550 and the Company shall adjust the exchange ratios set forth in Section 1.6(a)(i) if necessary to avoid the issuance of more than such maximum number of shares of Parent Common Stock. The Original Purchase Price and the Purchase -------------------------- Price Adjustment Adjustments, if any, are hereinafter collectively referred to as the "Merger ------ Consideration." ---------------------------------

Exchange of Stock; Purchase Price Adjustments. As of the --------------------------------------------- Effective Time of the Merger, each share of the Company's Common Stock, $1.00 _____ par value (the "Company Common Stock"), that is issued and outstanding -------------------- immediately prior to the Effective Time (other than any dissenting shares under applicable state law) shall, by virtue of the Merger and without any action on the part of Sub, the Company, or the Company's shareholders (the "Company ------- Shareholders"), be canceled and extinguished and each Company Shareholder shall ------------ have (i) the right to receive such Company Shareholder's pro rata portion (based on such Company Shareholders' equity ownership in the Company as represented to Parent by the Company) of that number of shares of the Parent's Common Stock, par value $.001 per share (the "Parent Common Stock") equal to $ 3,559,027 $____________ ------------------- (the ------------------- "Original Purchase Price") divided by the Fair Value Per Share (as defined ----------------------- in ----------------------- Section 1.6(d1.6(e) below) as of the Closing Date, subject to Section 7.2 hereof, plus the contingent right to receive (or obligation to return) additional shares of Parent Common Stock as provided in Section 1.10 of this Agreement (the "Purchase Price Adjustment"). ------------------------- The Original Purchase Price and the Purchase -------------------------- Price Adjustment are hereinafter collectively referred to as the "Merger ------ Consideration." ---------------------------------

Exchange of Stock; Purchase Price Adjustments. As of the --------------------------------------------- Effective Time of the Merger, each share of the Company's Common Stock, $1.00 no par value (the "Company Common Stock"), that is issued and outstanding immediately -------------------- immediately prior to the Effective Time (other than any dissenting shares under applicable state law) shall, by virtue of the Merger and without any action on the part of Sub, the Company, or the Company's shareholders (the "Company ------- Shareholders"), be -------------------- canceled and extinguished and each Company Shareholder shall ------------ have (i) the right to receive receive, subject to Section 7.2 hereof, such Company Shareholder's pro rata portion (based on such Company Shareholders' equity ownership in the Company as represented to Parent by the Company) of that number of shares of the Parent's Common Stock, par value $.001 per share (the "Parent Common Stock") equal to $ 3,559,027 ------------------- $6,805,146 (the ------------------- "Original Purchase Price") divided by the Fair Value Per Share (as defined in ----------------------- Section 1.6(d) below) as of the Closing Date, subject to Section 7.2 hereof$2.25, plus (ii) the ----------------------- contingent right to receive (or obligation to return) additional shares of Parent Common Stock as provided in Section 1.10 of this Agreement (the "Purchase Price Adjustment"). ------------------------- The Original Purchase Price and the Purchase -------------------------- Price Adjustment are hereinafter collectively referred to as the "Merger ------ Consideration." ---------------------------------

Exchange of Stock; Purchase Price Adjustments. As of the --------------------------------------------- Effective Time of the Merger, each share of the Company's Common Stock, $1.00 no par value (the "Company Common Stock"), that is issued and outstanding immediately -------------------- immediately prior to the Effective Time (other than any dissenting shares under applicable state law) shall, by virtue of the Merger and without any action on the part of Sub, the Company, or the Company's shareholders (the "Company ------- Shareholders"), be -------------------- canceled and extinguished and each Company Shareholder shall ------------ have (i) the right to receive such Company Shareholder's pro rata portion (based on such Company Shareholders' equity ownership in the Company as represented to Parent by the Company) of that number of shares of the Parent's Common Stock, par value $.001 per share (the "Parent Common Stock") equal to $ 3,559,027 $1,719,512 (the ------------------- "Original ------------------- -------- Purchase Price") divided by the Fair Value Per Share (as defined in ----------------------- Section -------------- 1.6(d) below) as of the Closing Date, subject to Section 7.2 hereof, plus the contingent right to receive (or obligation to return) additional shares of Parent Common Stock as provided in Section 1.10 of this Agreement (the "Purchase -------- Price Adjustment"). The Original Purchase Price and the Purchase -------------------------- Price ---------------- Adjustment are hereinafter collectively referred to as the "Merger ------ Consideration." -------------

Exchange of Stock; Purchase Price Adjustments. As of the --------------------------------------------- Effective Time of the Merger, each share of the Company's Common Stock, $1.00 no par value (the "Company Common Stock"), that is issued and outstanding immediately -------------------- immediately prior to the Effective Time (other than any dissenting shares under applicable state law) shall, by virtue of the Merger and without any action on the part of Sub, the Company, or the Company's shareholders (the "Company ------- Shareholders"), be -------------------- canceled and extinguished and each Company Shareholder shall ------------ have (i) the right to receive such Company Shareholder's pro rata portion (based on such Company Shareholders' equity ownership in the Company as represented to Parent by the Company) of that number of shares of the Parent's Common Stock, par value $.001 per share (the "Parent Common Stock") equal to $ 3,559,027 $1,365,447 (the ------------------- "Original ------------------- -------- Purchase Price") divided by the Fair Value Per Share (as defined in ----------------------- Section 1.6(d) below) as of the Closing Date$3.00, subject to Section 7.2 hereof, plus the -------------- contingent right to receive (or obligation to return) additional shares of Parent Common Stock as provided in Section 1.10 of this Agreement (the "Purchase Price Adjustment"). ------------------------- The Original Purchase Price and the Purchase -------------------------- Price Adjustment are hereinafter collectively referred to as the "Merger ------ Consideration." ---------------------------------