Common use of Merger Shares Clause in Contracts

Merger Shares. Subject to Section 2.2, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.1(b)), shall be converted into the right to receive 0.310352941 shares of the Common Stock, BEF 21.54 fractional value per share, of Buyer for an aggregate of 4,743,434 shares (subject to reduction to account for fractional shares and further adjustment in accordance with Section 2.3) ("Buyer Common Stock") (collectively, the "Merger Shares"). All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Shares of Buyer Common Stock and any cash in lieu of fractional shares of Buyer Common Stock to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 2.2, without interest.

Merger Shares. Subject to the provisions of Section 2.22.2 hereof, ------------- each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.1(b)), ) shall be converted into the right to receive 0.310352941 .15979 (the "Exchange Ratio") shares of the Common Stock, BEF 21.54 fractional value per share, of Buyer for an aggregate of 4,743,434 shares ("Buyer Common Stock") (subject to reduction to account for fractional shares and further adjustment in accordance with Section 2.3) ("Buyer Common Stock"2.3 hereof) (collectively, the "Merger Shares"). All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Shares of Buyer Common Stock and any cash in lieu of fractional shares of Buyer Common Stock Merger Shares to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 2.22.2(d) hereof, without interest.

Merger Shares. Subject to the provisions of Section 2.22.2 ------------- hereof, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.1(b)), ) shall be converted into the right to receive 0.310352941 .32927 (the "Exchange Ratio") shares of the Common Stock, BEF 21.54 10.77 fractional value per share, of Buyer for an aggregate of 4,743,434 shares ("Buyer Common Stock") (subject to reduction to account for fractional shares and further adjustment in accordance with Section 2.3) ("Buyer Common Stock"shares) (collectively, the "Merger Shares"). All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Shares of Buyer Common Stock and any cash in lieu of fractional shares of Buyer Common Stock Merger Shares to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 2.22.2(d) hereof, without interest. The Exchange Ratio reflects Buyer's 2:1 stock split, the record date for which was April 28, 2000."