Common use of MANNER OF CONVERSION AND CANCELLATION Clause in Contracts

MANNER OF CONVERSION AND CANCELLATION. The manner of converting the shares of the outstanding capital stock of COMPANY (the "COMPANY Stock"), and the cancellation of the NEWCO Stock, issued and outstanding immediately prior to the Effective Time, respectively, shall be as follows: As of the Effective Time: (i) all of the shares of COMPANY Stock issued and outstanding immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, automatically shall be deemed to represent only the right to receive the number of shares of MARINEMAX Stock set forth on Annex II hereto with respect to such holder; (ii) all shares of COMPANY Stock that are held by COMPANY as treasury stock shall be canceled and retired and no shares of MARINEMAX Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of NEWCO Stock issued and outstanding immediately prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of MARINEMAX, automatically be cancelled. All MARINEMAX Stock received by the STOCKHOLDERS pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof and in the Pooling Letters referred to in Section 9.10 hereof, have the same rights as all the other shares of outstanding MARINEMAX Stock by reason of the provisions of the Certificate of Incorporation of MARINEMAX or as otherwise provided by the Delaware GCL. Upon the surrender and delivery of the COMPANY Stock to MARINEMAX by the STOCKHOLDERS, all voting rights of such MARINEMAX Stock received by the STOCKHOLDERS shall be fully exercisable by the STOCKHOLDERS and the STOCKHOLDERS shall not be deprived nor restricted in exercising those rights.

MANNER OF CONVERSION AND CANCELLATION. The manner of converting the shares of the outstanding capital stock of COMPANY (the "COMPANY Stock"), and the cancellation of the NEWCO Stock, issued and outstanding immediately prior to the Effective Time, respectively, shall be as follows: As of the Effective Time: (i) all of the shares of COMPANY Stock issued and outstanding immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, automatically shall be deemed to represent only the right to receive the number of shares of MARINEMAX Stock set forth on Annex II hereto with respect to such holder; (ii) all shares of COMPANY Stock that are held by COMPANY as treasury stock shall be canceled and retired and no shares of MARINEMAX Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of NEWCO Stock issued and outstanding immediately prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of MARINEMAX, automatically be cancelled. All MARINEMAX Stock received by the STOCKHOLDERS pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof and in the Pooling Letters referred to in Section 9.10 hereof, have the same rights as all the other shares of outstanding MARINEMAX Stock by reason of the provisions of the Certificate of Incorporation of MARINEMAX or as otherwise provided by the Delaware GCL. Upon the surrender and delivery of the COMPANY Stock to MARINEMAX by the STOCKHOLDERS, all All voting rights of such MARINEMAX Stock received by the STOCKHOLDERS shall be fully exercisable by the STOCKHOLDERS and the STOCKHOLDERS shall not be deprived nor restricted in exercising those rights.

MANNER OF CONVERSION AND CANCELLATION. The manner of converting the shares of the outstanding capital stock of COMPANY (the "COMPANY Stock"), and the cancellation of the NEWCO Stock, issued and outstanding immediately prior to the Effective Time, respectively, shall be as follows: As of the Effective Time: (i) all of the shares of COMPANY Stock issued and outstanding immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, automatically shall be deemed to represent only the right to receive the number of shares of MARINEMAX Stock set forth on Annex II hereto with respect to such holder; (ii) all shares of COMPANY Stock that are held by COMPANY as treasury stock shall be canceled and retired and no shares of MARINEMAX Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of NEWCO Stock issued and outstanding immediately prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of MARINEMAX, automatically be cancelled. All MARINEMAX Stock received by the STOCKHOLDERS STOCKHOLDER pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof and in the Pooling Letters Letter referred to in Section 9.10 hereof, have the same rights as all the other shares of outstanding MARINEMAX Stock by reason of the provisions of the Certificate of Incorporation of MARINEMAX or as otherwise provided by the Delaware GCL. Upon the surrender and delivery of the COMPANY Stock to MARINEMAX by the STOCKHOLDERS, all All voting rights of such MARINEMAX Stock received by the STOCKHOLDERS STOCKHOLDER shall be fully exercisable by the STOCKHOLDERS STOCKHOLDER and the STOCKHOLDERS STOCKHOLDER shall not be deprived nor restricted in exercising those rights.