Common use of Merger Consideration and Conversion of Shares Clause in Contracts

Merger Consideration and Conversion of Shares. At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of Gart, MergerSub, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares and shares to be cancelled pursuant to Section 2.2.2) shall be cancelled and shall be converted automatically into the right to receive an amount equal to $7.00 in cash, without interest (subject to adjustment as provided in Section 2.2.1(b), the "Cash Consideration"), and 0.55 (subject to adjustment as provided in Section 2.2.1(b), the "Conversion Ratio") validly issued, duly authorized, fully paid and non-assessable shares of Gart Common Stock (subject to adjustment as provided in Section 2.2.1(b), the "Stock Consideration" and, together with the Cash Consideration and the Cash In Lieu (as defined in Section 2.2.4), the "Merger Consideration"), payable to the holder thereof upon surrender of the certificate formerly representing such share of Company Common Stock in the manner provided in Section 2.3 (the shares of Company Common Stock being converted into the right to receive the Merger Consideration are hereinafter referred to as the "Other Shares"). (b) In the event that the closing sale price of a share of Gart Common Stock on the Closing Date (the "Closing Sale Price") is less than $9.50, then the amount of the Cash Consideration, the Conversion Ratio and the Stock Consideration shall be adjusted automatically as follows: (i) first, the dollar value per share of the Merger Consideration shall be determined by adding (A) the Cash Consideration (before giving effect to this Section 2.2.1(b)) to (B) the result of multiplying the Conversion Ratio (before giving effect to this Section 2.2.1(b)) by the Closing Sale Price (such amount being referred to as the "Dollar Value Per Share"); (ii) next, the amount of the Cash Consideration shall be adjusted to equal the result of multiplying 0.57 by the Dollar Value Per Share; (iii) next, the Conversion Ratio shall be adjusted to equal the result of dividing (A) the amount determined as (x) the Dollar Value Per Share minus (y) the Cash Consideration (after giving effect to this Section 2.2.1(b)) by (B) the Closing Sale Price; and (iv) finally, the amount of the Stock Consideration shall be adjusted using the adjusted Conversion Ratio determined in accordance with clause (iii) immediately above. 2.2.2. Each share of Company Common Stock held in the treasury of the Company or held by MergerSub or Gart, if any, immediately prior to the Effective Time, shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto. 2.2.3. Each share of MergerSub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one share of Surviving Corporation Common Stock. 2.2.4. No fractional shares of Gart Common Stock shall be issued pursuant to this Agreement. All shares of Gart Common Stock to which a holder of shares of Company Common Stock is entitled in connection with the Merger shall be

Merger Consideration and Conversion of Shares. The aggregate consideration to be paid by Buyer on the Closing Date with respect to the outstanding shares of Capital Stock of the Company (including holders of Preferred Stock and Common Stock) shall be the Merger Consideration. The Merger Consideration shall consist of (x) an aggregate amount of cash equal to 0.60 multiplied by the amount of the Merger Consideration (the “Cash Consideration”) and (y) an aggregate number of shares of Buyer Stock equal to (i) 0.40 multiplied by the amount of the Merger Consideration, divided by (ii) the Buyer Stock Value (the “Stock Consideration”). For purposes of Treasury Regulation Section 1.358-2(a)(2)(ii), each Stockholder shall have the ability to specifically identify the allocation of Cash Consideration and Stock Consideration to be received under this Section 2.4. Schedule 2.4 sets forth the following, calculated in accordance with the terms and conditions of the Company’s Organizational Documents as in effect on the date hereof and assuming that the Closing occurred on the date hereof: (i) the estimated amount of the Gross Consideration, the Merger Consideration, the Vested Common Option Payment, the Unvested Common Option Value, the Cash Consideration and the Stock Consideration, (ii) the names of all Stockholders and holders of Common Options, and their respective addresses, (iii) the number and kind of shares of Capital Stock of the Company held by, or subject to Common Options held by, such Persons and, in the case of stock, the respective certificate numbers, (iv) the estimated allocation of the Cash Consideration and Stock Consideration payable to each Stockholder and the estimated allocation of the Vested Common Option Payment to Persons holding Vested Common Options at Closing, and (v) payment instructions for each such Stockholder and other Persons. The Company shall deliver to Buyer at the Closing an updated Schedule 2.4 that contains true and correct information as of the Closing Date (the “Updated Schedule”). (a) At and after the Closing, subject to Section 2.8, each Stockholder shall be entitled to receive his or her respective portion of the Merger Consideration in accordance with the Updated Schedule and as follows: (i) each share of Preferred Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive a portion of the Aggregate Preferred Stock Merger Consideration as follows: (A) an amount in cash equal to the quotient obtained by dividing (x) the Aggregate Preferred Stock Merger Consideration (Cash) by (y) the number of shares of Preferred Stock issued and outstanding as of the Effective Time; and (B) a number of shares of Buyer Stock equal to the quotient obtained by dividing (x) the quotient obtained by dividing (1) the Aggregate Preferred Stock Merger Consideration (Buyer Stock) by (2) the Buyer Stock Value by (y) the number of shares of Preferred Stock issued and outstanding as of the Effective Time; (ii) each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive an amount in cash equal to the Per Share Merger Consideration; and (iii) each share of Class B Common Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive a portion of the Aggregate Class B Common Stock Merger Consideration as follows: (A) an amount in cash equal to the quotient obtained by dividing (x) the Aggregate Class B Common Stock Merger Consideration (Cash) by (y) the number of shares of Class B Common Stock issued and outstanding as of the Effective Time; and (B) a number of shares of Buyer Stock equal to the quotient obtained by dividing (x) the quotient obtained by dividing (1) the Aggregate Class B Common Stock Merger Consideration (Buyer Stock) by (2) the Buyer Stock Value by (y) the number of shares of Class B Common Stock issued and outstanding as of the Effective Time. (b) At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of Gart, MergerSub, the Company any Party or the holders holder of any of the following securities: , (ai) Each share each of the Company Common Stock issued and outstanding Shares held in the Company’s treasury immediately prior to the Effective Time (other than any Dissenting Shares and shares to be cancelled pursuant to Section 2.2.2) shall be cancelled and retired without payment of any consideration in respect thereof, (ii) all Company Shares shall no longer be converted outstanding and shall automatically into be cancelled and shall cease to exist, and each holder of a certificate representing any such share of Common Stock or Series A Preferred Stock (“Certificate”) shall cease to have any rights with respect thereto, except the right to receive an amount equal to $7.00 in cash, without interest (subject to adjustment as provided in Section 2.2.1(b), the "Cash Consideration"), and 0.55 (subject to adjustment as provided in Section 2.2.1(b), the "Conversion Ratio") validly issued, duly authorized, fully paid and non-assessable shares of Gart Common Stock (subject to adjustment as provided in Section 2.2.1(b), the "Stock Consideration" and, together with the Cash Consideration and the Cash In Lieu (as defined in Section 2.2.4), the "Merger Consideration"), payable to the holder thereof upon surrender of the certificate formerly representing such share of Company Common Stock in the manner provided in Section 2.3 (the shares of Company Common Stock being converted into the right to receive the Merger Consideration are hereinafter referred to as the "Other Shares"). (b) In the event that the closing sale price of a share of Gart Common Stock on the Closing Date (the "Closing Sale Price") is less than $9.50, then the amount of the Cash Consideration, the Conversion Ratio and the Stock Consideration shall be adjusted automatically as follows: (i) first, the dollar value per holder’s share of the Merger Consideration shall be determined by adding (A) the Cash Consideration (before giving effect pursuant to this Section 2.2.1(b)) to (B) 2.4 upon the result surrender of multiplying the Conversion Ratio (before giving effect to such Certificate in accordance with this Section 2.2.1(b)) by the Closing Sale Price (such amount being referred to as the "Dollar Value Per Share"); (ii) nextAgreement, the amount of the Cash Consideration shall be adjusted to equal the result of multiplying 0.57 by the Dollar Value Per Share; without interest and (iii) next, the Conversion Ratio shall be adjusted to equal the result of dividing (A) the amount determined as (x) the Dollar Value Per Share minus (y) the Cash Consideration (after giving effect to this Section 2.2.1(b)) by (B) the Closing Sale Price; and (iv) finally, the amount of the Stock Consideration shall be adjusted using the adjusted Conversion Ratio determined in accordance with clause (iii) immediately above. 2.2.2. Each each share of Company Common Stock held in the treasury common stock, par value $0.001 per share, of the Company or held by MergerSub or Gart, if any, immediately prior to the Effective Time, shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto. 2.2.3. Each share of MergerSub Common Stock that is Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation Common StockCorporation. 2.2.4. (c) No fractional shares of Gart Common Buyer Stock shall be issued pursuant to this Agreement. All shares Section 2.4, and each Stockholder who would otherwise be entitled to receive a fraction of Gart Common a share of Buyer Stock shall receive from Buyer in lieu thereof one full share of Buyer Stock. (d) In the event of any inconsistency between the terms of this Section 2.4 and the Updated Schedule, the Updated Schedule shall control such that any payments made to which a holder of shares of Company Common Stock is entitled Stockholder shall be made in connection accordance with the Updated Schedule. (e) The Parties hereto agree that the portion of the Merger Consideration that shall bebe allocable for tax purposes to the non-competition covenants set forth in Section 7.10 is set forth on Schedule 2.4(e) and that such portion shall be deemed for all tax purposes to be composed solely of cash.

Merger Consideration and Conversion of Shares. At Subject to the provisions of this Article II, at the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of GartGuaranty, MergerSubInterim Bank or TLB, the Company or the holders shareholders of any of the following securitiesforegoing, the shares of the constituent corporations shall be converted as follows: (a) Each share of Company common stock of Interim Bank issued and outstanding immediately prior to the Effective Time shall remain outstanding and represent one (1) issued and outstanding share of the common stock of the Surviving Bank from and after the Effective Time. (b) The TLB Common Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares and shares to be cancelled pursuant to Section 2.2.2) shall be cancelled and shall be converted automatically into the right to receive an amount equal to $7.00 in cash, without interest (subject to adjustment as provided in Section 2.2.1(b), the "Cash Consideration")Time, and 0.55 (subject to adjustment as provided in Section 2.2.1(b), the "Conversion Ratio") validly issued, duly authorized, fully paid and non-assessable shares of Gart Common Stock (subject to adjustment as provided in Section 2.2.1(b), the "Stock Consideration" and, together with the Cash Consideration TLB Options and the Cash In Lieu (as defined in Section 2.2.4), the "Merger Consideration"), payable to the holder thereof upon surrender of the certificate formerly representing such share of Company Common Stock in the manner provided in Section 2.3 (the shares of Company Common Stock being converted into the right to receive the Merger Consideration are hereinafter referred to as the "Other Shares"). (b) In the event that the closing sale price of a share of Gart Common Stock on the Closing Date (the "Closing Sale Price") is less than $9.50, then the amount of the Cash Consideration, the Conversion Ratio and the Stock Consideration shall be adjusted automatically as follows: (i) first, the dollar value per share of the Merger Consideration shall be determined by adding (A) the Cash Consideration (before giving effect to this Section 2.2.1(b)) to (B) the result of multiplying the Conversion Ratio (before giving effect to this Section 2.2.1(b)) by the Closing Sale Price (such amount being referred to as the "Dollar Value Per Share"); (ii) next, the amount of the Cash Consideration shall be adjusted to equal the result of multiplying 0.57 by the Dollar Value Per Share; (iii) next, the Conversion Ratio shall be adjusted to equal the result of dividing (A) the amount determined as (x) the Dollar Value Per Share minus (y) the Cash Consideration (after giving effect to this Section 2.2.1(b)) by (B) the Closing Sale Price; and (iv) finally, the amount of the Stock Consideration shall be adjusted using the adjusted Conversion Ratio determined in accordance with clause (iii) immediately above. 2.2.2. Each share of Company Common Stock held in the treasury of the Company or held by MergerSub or Gart, if any, TLB Warrants outstanding immediately prior to the Effective Time, shall be cancelled without any conversion thereof converted into the right to receive merger consideration (as described in more detail below) having an aggregate value of Fourteen Million Seven Hundred Fifty Thousand and no payment or distribution No/100 Dollars ($14,750,000.00), subject to the adjustments set forth in this Section 2.1(b) (as adjusted, the “Merger Consideration”). (i) If the Adjusted Equity (as defined below), as calculated in accordance with this Section 2.1(b) as of the close of business on the Calculation Date (as defined below) and as mutually agreed to by the parties hereto in accordance with Section 2.1(b)(v) is less than Nine Million and No/100 Dollars ($9,000,000.00) (the “Minimum Equity”), the Merger Consideration shall be made with respect theretoreduced on a dollar-for-dollar basis by an amount equal to the difference between (i) the Minimum Equity and (ii) the Adjusted Equity as of the Calculation Date. 2.2.3. Each share (ii) If the Adjusted Equity as of MergerSub Common Stock that the close of business on the Calculation Date and as mutually agreed to by the parties hereto in accordance with Section 2.1(b)(v) is issued and outstanding immediately prior greater than the Minimum Equity, the Merger Consideration shall be increased on a dollar-for-dollar basis by an amount equal to the Effective Time shall be converted into one share difference between (A) the Adjusted Equity and (B) the Minimum Equity as of Surviving Corporation Common Stockthe Calculation Date. 2.2.4. No fractional shares of Gart Common Stock shall be issued pursuant to this Agreement. All shares of Gart Common Stock to which a holder of shares of Company Common Stock is entitled in connection with the Merger shall be

Merger Consideration and Conversion of Shares. At (a) As consideration for the Merger, Investar shall issue to the holders of the Mainland Common Stock (except for Dissenting Shares as defined in Section 2.3) at the Effective Time, shares of common stock, par value $1.00 per share, of Investar (“Investar Common Stock”) in the amount described in this Section 2.1 (the “Merger Consideration”). (b) The total number of shares of Investar Common Stock available to all shareholders of the Bank as consideration in the Merger shall be a fixed number of shares equal to 763,849, and decreased by the number of shares determined pursuant to Section 2.2, if any (the “Exchange Pool”). The Exchange Pool shall be adjusted appropriately to reflect the effect of any stock dividend (including any dividend or distribution of securities convertible into Investar Common Stock), stock split, reclassification, recapitalization, reorganization, conversion, combination, exchange of shares or other like change with respect to Investar Common Stock, occurring or having a record date prior to the Effective Time, and such adjustment shall provide to the shareholders of Mainland Bank the same economic effect as contemplated by this Agreement prior to such action; provided, however, that no such adjustment shall be made with regard to Investar Common Stock if Investar issues additional shares of Investar Common Stock and receives fair value consideration for such shares. (c) Each share of Mainland Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares as defined in Section 2.3), shall, by virtue of the Merger and without any action on the part of Gartthe holder thereof, MergerSub, be cancelled and converted into and represent the Company or the holders right to receive a number of any shares of the following securities: (a) Each share of Company Investar Common Stock issued and equal to the quotient, rounded to the nearest ten thousandth (the “Exchange Ratio”), obtained by dividing the Exchange Pool by the number of shares of Mainland Common Stock (including Dissenting Shares) outstanding immediately prior to the Effective Time (other than any Dissenting Shares and shares to be cancelled pursuant to Section 2.2.2) shall be cancelled and shall be converted automatically into the right to receive an amount equal to $7.00 in cash, without interest (subject to adjustment as provided in Section 2.2.1(b), the "Cash Consideration"), and 0.55 (subject to adjustment as provided in Section 2.2.1(b), the "Conversion Ratio") validly issued, duly authorized, fully paid and non-assessable Time. Each certificate previously representing shares of Gart Mainland Common Stock (subject to adjustment as provided in Section 2.2.1(b), the "Stock Consideration" and, together with the Cash Consideration and the Cash In Lieu (as defined in Section 2.2.4), the "Merger Consideration"), payable immediately prior to the holder thereof upon surrender of the certificate formerly representing such share of Company Common Stock in the manner provided in Section 2.3 (the shares of Company Common Stock being converted into Merger shall thereafter represent only the right to receive the Merger Consideration are hereinafter referred to as the "Other Shares")Consideration. (bd) In the event that the closing sale price of a share of Gart Common Stock on the Closing Date (the "Closing Sale Price") is less than $9.50, then the amount of the Cash Consideration, the Conversion Ratio and the Stock Consideration shall be adjusted automatically as follows: (i) first, the dollar value per share of the Merger Consideration shall be determined by adding (A) the Cash Consideration (before giving effect to this Section 2.2.1(b)) to (B) the result of multiplying the Conversion Ratio (before giving effect to this Section 2.2.1(b)) by the Closing Sale Price (such amount being referred to as the "Dollar Value Per Share"); (ii) next, the amount of the Cash Consideration shall be adjusted to equal the result of multiplying 0.57 by the Dollar Value Per Share; (iii) next, the Conversion Ratio shall be adjusted to equal the result of dividing (A) the amount determined as (x) the Dollar Value Per Share minus (y) the Cash Consideration (after giving effect to this Section 2.2.1(b)) by (B) the Closing Sale Price; and (iv) finally, the amount of the Stock Consideration shall be adjusted using the adjusted Conversion Ratio determined in accordance with clause (iii) immediately above. 2.2.2. Each share of Company Mainland Common Stock held in the treasury of the Company or held by MergerSub or Gart, if any, Mainland Bank immediately prior to the Effective Time, Time shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto. 2.2.3(e) Notwithstanding anything in this Agreement to the contrary, Investar will not issue any certificates or scrip representing fractional shares of Investar Common Stock otherwise issuable pursuant to the Merger. Each In lieu of the issuance of fractional shares, cash adjustments (without interest) will be paid to the holder of Mainland Common Stock in respect of any fraction of a share of MergerSub Investar Common Stock that is issued would otherwise be issuable to such holder of Mainland Common Stock, and outstanding immediately prior to the Effective Time amount of such cash adjustment shall be converted into one determined by multiplying the fraction of a share of Surviving Corporation Investar Common Stock. 2.2.4Stock otherwise issuable by $26.54. No For purposes of determining any fractional share interest, all shares of Gart Mainland Common Stock owned by a shareholder shall be issued pursuant combined so as to this Agreement. All calculate the maximum number of whole shares of Gart Investar Common Stock issuable to which a holder such shareholder of shares of Company Common Stock is entitled in connection with the Merger shall beMainland Bank.

Merger Consideration and Conversion of Shares. The aggregate amount to be paid by Buyer on the Closing Date with respect to the outstanding shares of Capital Stock of the Company on a fully-diluted basis (to be allocated as set forth in Section 2.2(a), Section 2.2(b) and Section 2.4) shall equal (such amount, as adjusted pursuant to Section 2.7 and Section 2.8, the “Merger Consideration”) (i) $6,515,000, minus (ii) the unpaid principal amount of, and accrued interest on, all indebtedness for borrowed money of the Company not satisfied on or prior to the Closing by the Company or Buyer on behalf of the Company, minus (iii) the unpaid principal amount associated with the Company’s Commonwealth of Pennsylvania Center for Business Financing Department Community and Economic Development Opportunity Grant, minus (iv) the amount of all fees and expenses of the Company payable in connection with the transactions contemplated by this Agreement including, without limitation, all fees and expenses associated with or relating or any legal advisor, investment banker, broker, finder, accounting advisor, financial advisor, tax advisor or similar party, minus (v) the Estimated Closing Net Asset Adjustment, if any, minus (vi) the Holdback, minus (vii) the Stockholders’ Representative Fund. The Merger Consideration is subject to adjustment after the Closing pursuant to Section 2.7 and Section 2.8. Schedule 1 hereto sets forth (i) the estimated amount of the Merger Consideration calculated in accordance with this Section 2.2, and (ii) the estimated amount of Merger Consideration payable to each Stockholder Party (on a fully-diluted basis). (a) Notwithstanding anything contained in this Agreement, amounts payable to SCP Private Equity Partners, L.P. (“SCP”) in repayment of outstanding indebtedness for borrowed money owed by the Company to SCP shall not be paid in full on the Closing Date, and the Stockholders’ Representative shall pay to SCP from any funds distributed to the Stockholders’ Representative under this Agreement, prior to the distribution of any amounts to the Stockholder Parties, all unpaid amounts to SCP in repayment of such outstanding indebtedness for borrowed money; and provided further that no amounts whatsoever shall be payable to SCP by the Company after the Closing Date with respect to such unpaid indebtedness for borrowed money. Any amounts paid to the Stockholders’ Representative after the Closing shall first be paid to SCP as set forth in the preceding sentence, and any additional amounts shall then be distributed to the Stockholder Parties as set forth on Schedule 1. (b) At and upon the Effective Time, pursuant Buyer shall pay to this Agreement the Stockholders’ Representative (by wire transfer of immediately available funds) for distribution to SCP and by virtue the Stockholder Parties in accordance with Sections 2.2(a) and 2.2(d), the Merger Consideration, less the portion of the Merger and without any action on the part of GartConsideration otherwise allocable in accordance with Section 2.3 to Dissenting Shares, MergerSub, the Company or the holders of any of the following securitiesin cash as follows: (ai) Each each share of Company Series A-1 Preferred Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive an amount (such amount to be net of withholding Taxes and without interest) in cash equal to (A) the Series A-1 Preference Amount plus all accrued but unpaid dividends, plus (B) the Non-Preference Amount; (ii) each share of Company Series A-2 Preferred Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive an amount (such amount to be net of withholding Taxes and without interest) in cash equal to (A) the Series A-2 Preference Amount plus all accrued but unpaid dividends, plus (B) the Non-Preference Amount; (iii) each share of Company Series A-3 Preferred Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive an amount in cash equal to (A) the Series A-3 Preference Amount plus all accrued but unpaid dividends, plus (B) the Non-Preference Amount; and (iv) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares and shares to be cancelled pursuant to Section 2.2.2) shall be cancelled and shall be automatically converted automatically into the right to receive an amount in cash equal to $7.00 the Non-Preference Amount. As of the date hereof, no amounts are expected to be payable under this Section 2.2(b)(iv). (c) At the Effective Time, by virtue of the Merger and without any action on the part of any party or the holder of any of the following securities, (A) each of the Company Shares held in cashthe Company’s treasury immediately prior to the Effective Time shall be cancelled and retired without payment of any consideration thereto, without interest (subject B) all Company Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to adjustment as provided in Section 2.2.1(b), the "Cash Consideration")exist, and 0.55 (subject to adjustment as provided in Section 2.2.1(b), the "Conversion Ratio") validly issued, duly authorized, fully paid and non-assessable shares each holder of Gart Common Stock (subject to adjustment as provided in Section 2.2.1(b), the "Stock Consideration" and, together with the Cash Consideration and the Cash In Lieu (as defined in Section 2.2.4), the "Merger Consideration"), payable to the holder thereof upon surrender of the a certificate formerly representing any such share of Company Common Stock in the manner provided in Section 2.3 (the shares of or Company Common Preferred Stock being converted into shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration are hereinafter referred to as the "Other Shares"). (b) In the event that the closing sale price of a share of Gart Common Stock on the Closing Date (the "Closing Sale Price") is less than $9.50, then the amount of the Cash Consideration, the Conversion Ratio and the Stock Consideration shall be adjusted automatically as follows: (i) first, the dollar value per such holder’s share of the Merger Consideration shall be determined by adding (A) the Cash Consideration (before giving effect pursuant to this Section 2.2.1(b)) to (B) 2.2 upon the result surrender of multiplying the Conversion Ratio (before giving effect to this Section 2.2.1(b)) by the Closing Sale Price (such amount being referred to as the "Dollar Value Per Share"); (ii) next, the amount of the Cash Consideration shall be adjusted to equal the result of multiplying 0.57 by the Dollar Value Per Share; (iii) next, the Conversion Ratio shall be adjusted to equal the result of dividing (A) the amount determined as (x) the Dollar Value Per Share minus (y) the Cash Consideration (after giving effect to this Section 2.2.1(b)) by (B) the Closing Sale Price; and (iv) finally, the amount of the Stock Consideration shall be adjusted using the adjusted Conversion Ratio determined certificate in accordance with clause this Agreement (iiiand any other rights given such holder by law), without interest, and (C) immediately above. 2.2.2. Each each share of Company Common Stock held in the treasury common stock, no par value per share, of the Company or held by MergerSub or Gart, if any, immediately prior to the Effective Time, shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto. 2.2.3. Each share of MergerSub Common Stock that is Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter evidence one share of common stock, $0.01 par value per share, of the Surviving Corporation Common StockCorporation. 2.2.4(d) Promptly following the Effective Time, but prior to the distribution of any Merger Consideration to the Stockholder Parties, the Stockholders’ Representative shall have received the surrender of the certificates representing all Company Shares, along with a customary letter of transmittal, from the Stockholder Parties for cancellation. No fractional shares of Gart Common Stock shall be issued pursuant to this Agreement. All shares of Gart Common Stock to which a If any certificate representing the Company Shares has been lost, stolen or destroyed, the holder of shares such certificate shall enter into an affidavit of Company Common Stock is entitled loss (in which such holder notifies the Stockholders’ Representative that such certificate has been lost, stolen or destroyed and executes an agreement reasonably satisfactory to Buyer to indemnify Buyer for any loss incurred by it in connection with such certificate). Upon receipt by the Stockholders’ Representative of the surrender of all certificates representing all Company Shares for cancellation, along with a customary letter of transmittal duly completed and validly executed in accordance with the instructions thereto, the Stockholder Parties due to receive any Merger Consideration in accordance with the percentages set forth on Schedule 1 shall be entitled to receive, in exchange therefor, such Stockholder Parties’ relevant portion of the Merger Consideration. If payment under this Section 2.2 is to be made to a Person other than the Person in whose name the surrendered certificate formerly evidencing Company Shares is registered in the stock transfer books of the Company, it shall bebe a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the certificate surrendered. After the Effective Time, the holders of the certificates representing all of the Company Shares shall cease to have rights with respect to such certificates (except such rights, if any, as they may have with Dissenting Shares). Promptly after receipt of the surrender of the certificates representing all Company Shares, along with a customary letter of transmittal, from the Stockholder Parties for cancellation, the Stockholders’ Representative shall promptly forward such documents to Buyer.