Common use of Common Merger Consideration Clause in Contracts

Common Merger Consideration. Each share of HNWC --------------------------- Common Stock outstanding immediately prior to the Effective Time shall be converted into and become a right to receive a fractional share of AMCON Common Stock equal to the product of the Common Exchange Ratio times one share of HNWC Common Stock, which stock, together with any cash in lieu of fractional shares of AMCON Common Stock to be paid pursuant to Section 2.4 of this Agreement, are referred to herein as (the "Common Merger Consideration"), (i) except for shares of HNWC Common Stock held by persons who object to the Merger and comply with all provisions of the Hawaii Law concerning the right of such holders to dissent from the Merger and demand appraisal for their shares ("Common Dissenters' Shares") which shall be cancelled and shall cease to exist and as to which consideration shall be paid solely in accordance with Section 2.6 of this Agreement, (ii) except for shares of HNWC Common Stock held by HNWC as treasury stock which shall be cancelled without payment of any consideration therefor and shall cease to exist, and (iii) except for shares of HNWC Common Stock owned by AMCON or Merger Sub immediately prior to the Effective Time, other than the 2,000,000 shares of HNWC Common Stock acquired from HNWC by AMCON and issued on or after February 1, 2001 (the "Non-Excluded Shares", which 2,000,000 Non-Excluded Shares include 1,250,000 shares of HNWC Common Stock which will be received by AMCON upon the conversion of the Amended and Restated 10% Secured Convertible Note dated September 27, 2001 in the principal amount of $500,000 issued by HNWC to AMCON (the "$500,000 Convertible Note")), all of which shares, other than the Non-Excluded Shares, shall be cancelled without payment of any consideration therefor and shall cease to exist and the Non-Excluded Shares shall be converted into the Common Merger Consideration. The shares of HNWC Common Stock referred to in clauses in (i), (ii) and (iii) of this Section 2.2(a) as being excluded from the conversion into Common Merger Consideration (which does not encompass the Non-Excluded Shares) are sometimes referred to collectively in this Agreement as the "Excluded Shares". Fractions of a share determined pursuant to this Section 2.2(a) shall be rounded to three decimal places.

Common Merger Consideration. Each share of HNWC --------------------------- Common Stock outstanding immediately prior to the Effective Time shall be converted into and become a right to receive a fractional share of AMCON Common Stock equal to the product of the Common Exchange Ratio times one share of HNWC Common Stock, which stock, together with any cash in lieu of fractional shares of AMCON Common Stock to be paid pursuant to Section 2.4 of this Agreement, are referred to herein as (the "Common Merger Consideration"), (i) except for shares of HNWC Common Stock held by persons who object to the Merger and comply with all provisions of the Hawaii Law concerning the right of such holders to dissent from the Merger and demand appraisal for their shares ("Common Dissenters' Shares") which shall be cancelled and shall cease to exist and as to which consideration shall be paid solely in accordance with Section 2.6 of this Agreement, (ii) except for shares of HNWC Common Stock held by HNWC as treasury stock which shall be cancelled without payment of any consideration therefor and shall cease to exist, and (iii) except for shares of HNWC Common Stock owned by AMCON or Merger Sub immediately prior to the Effective Time, other than the 2,000,000 750,000 shares of HNWC Common Stock acquired purchased from HNWC by AMCON and issued on or after February 1, 2001 (the "Non-Excluded HNWC Cash Shares", which 2,000,000 Non-Excluded Shares include 1,250,000 shares of HNWC Common Stock which will be received by AMCON upon the conversion of the Amended and Restated 10% Secured Convertible Note dated September 27, 2001 in the principal amount of $500,000 issued by HNWC to AMCON (the "$500,000 Convertible Note")), all of which shares, other than the Non-Excluded Cash Shares, shall be cancelled without payment of any consideration therefor and shall cease to exist and the Non-Excluded Cash Shares shall be converted into the Common Merger Consideration. The shares of HNWC Common Stock referred to in clauses in (i), (ii) and (iii) of this Section 2.2(a) as being excluded from the conversion into Common Merger Consideration (which does not encompass the Non-Excluded HNWC Cash Shares) are sometimes referred to collectively in this Agreement as (the "Excluded Shares"). Fractions of a share determined pursuant to this Section 2.2(a) shall be rounded to three decimal places.