Consideration and Conversion Clause Samples

Consideration and Conversion. At the Effective Time and without further action by the Parties other than as herein contemplated: (a) each share of common stock, US$0.01 par value, of Travelbyus-Cruise issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value US$0.01 per share, of CSA (the "CSA Stock"); (b) each share of CSA Stock owned directly or indirectly by Travelbyus or CSA or any of their subsidiaries (whether as treasury stock or otherwise) shall be cancelled and no consideration shall be delivered in exchange therefor; and (c) each outstanding share of CSA Stock held by Persons other than those described in subsection (b) above will be converted into and Travelbyus shall pay and deliver to the CSA Stockholders the Purchase Price, to be satisfied by: (i) an amount in cash equal to the Cash Consideration; and (ii) the delivery of the Consideration Shares. Upon issuance, the Consideration Shares shall be duly authorised, validly issued, fully paid and non-assessable. The Purchase Price shall be subject to adjustment pursuant to the provisions of section 3.4.