Common use of Conversion of Company Common Stock Clause in Contracts

Conversion of Company Common Stock. Subject to Section 3.1(f), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be cancelled pursuant to Section 3.1(b) and any Appraisal Shares) shall be converted automatically at the Effective Time into the right to receive 0.40035 shares of common stock of the Parent (the “Stock Exchange Ratio”), par value $1.00 per share (the “Parent Common Stock”) and $2.69 in cash (the “Cash Portion”, and together with the Stock Exchange Ratio, the “Merger Consideration”).

Conversion of Company Common Stock. Subject to Section 3.1(fSections 3.1(b) and 3.1(d), each share of common stock of the Company, par value $0.001 per share (“Company Common Stock Stock”), issued and outstanding immediately prior to the Effective Time (other than each such share, a “Share”), excluding any shares of Company Common Stock to be cancelled pursuant to Section 3.1(b) and any Appraisal Cancelled Shares) , shall be converted automatically at the Effective Time automatically be converted into the right to receive 0.40035 shares of common stock of the Parent receive, 0.1216 (the “Stock Exchange Ratio”), par value $1.00 per share (the “) fully paid and nonassessable shares of Parent Common Stock”) and $2.69 in cash Stock (the “Cash Portion”, and together with the Stock Exchange Ratio, the “Merger Consideration”).

Conversion of Company Common Stock. Subject to Section 3.1(f), each Each share of common stock, par value $0.01 per share, of the Company (the “Company Common Stock Stock”) issued and outstanding immediately prior to the Parent Merger Effective Time (other than any shares of Company Common Stock to be cancelled pursuant to Section 3.1(b) and any Appraisal Shares3.01(b)) shall be converted automatically at the Effective Time into the right to receive 0.40035 shares one validly issued, fully paid and nonassessable share of common stock of the Parent (the “Stock Exchange Ratio”), par value $1.00 per share (the “Parent Common Stock”) and $2.69 in cash (the “Cash Portion”, and together with the Stock Exchange Ratio, the “Merger Consideration”).

Conversion of Company Common Stock. Subject to Section 3.1(f), each Each outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be cancelled pursuant to Section 3.1(b) and any Appraisal Shares) shall be converted automatically at the Effective Time into the right to receive 0.40035 that number of fully paid and nonassessable shares of common stock of Parent Common Stock (or fraction thereof) equal to the Parent quotient (such quotient, the “Stock "Exchange Ratio”), par value $1.00 per share ") obtained by dividing (to five places after the “Parent Common Stock”) and $2.69 in cash (the “Cash Portion”, and together with the Stock Exchange Ratio, the “Merger Consideration”).decimal point):

Conversion of Company Common Stock. Subject to Section 3.1(f), each (i) Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be cancelled pursuant to in accordance with Section 3.1(b) and any Appraisal Shares2.1(b)) shall be converted automatically at the Effective Time into the right to receive 0.40035 shares of common stock of the Parent $10.30 per share in cash, without any interest thereon (the “Stock Exchange RatioMerger Price”), par value $1.00 per share (subject to equitable and appropriate adjustment for any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange with respect to the “Parent Company Common Stock”) and $2.69 in cash (Stock with a record date occurring before the “Cash Portion”, and together with the Stock Exchange Ratio, the “Merger Consideration”)Effective Time.

Conversion of Company Common Stock. Subject to Section 3.1(f), each Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be cancelled pursuant canceled in accordance with Section 2.01(a) and subject to Section 3.1(b) and any Appraisal Shares2.01(d)) shall be converted automatically at the Effective Time into the right to receive 0.40035 from Parent 0.2413 (the “Exchange Ratio”) fully paid and nonassessable shares of common stock of the Parent (the “Stock Exchange Ratio”)stock, par value $1.00 0.01 per share (the “Parent Common Stock”) and $2.69 in cash ), of Parent (the “Cash Portion”, and together with the Stock Exchange Ratio, the “Merger Consideration”).

Conversion of Company Common Stock. Subject to Section 3.1(f), each Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be cancelled pursuant to Section 3.1(b) Cancelled Shares and any Appraisal Dissenting Shares) shall be converted automatically at the Effective Time into the right to receive 0.40035 shares of common stock of the Parent receive: (i) one hundred (100) (the “Stock Exchange Ratio”), par value $1.00 per share (the “) shares of Parent Common Stock”) and $2.69 in cash Stock (the “Cash Portion”, and together with the Stock Exchange Ratio, the “Merger Consideration”); and (ii) any dividends or other distributions to which the holder thereof becomes entitled to upon the surrender of such shares of Company Common Stock in accordance with Section 2.02(g).

Conversion of Company Common Stock. Subject to Section 3.1(f), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be cancelled canceled pursuant to Section 3.1(b3.1(d) and any Appraisal Shares) shall be converted automatically at the Effective Time into the right to receive 0.40035 1.12 shares of common stock of the Parent (the “Stock Exchange Ratio”), par value $1.00 2.50 per share (the “Parent Common Stock”) ), and $2.69 19.00 in cash (the “Cash Portion”, ,” and together with the Stock Exchange Ratio, the “Merger Consideration”).

Conversion of Company Common Stock. Subject to Section 3.1(f), each (i) Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be cancelled pursuant to in accordance with Section 3.1(b2.1(b) and any Appraisal Sharesother than Dissenting Shares (as defined in Section 2.1(d)) shall be converted automatically at the Effective Time into the right to receive 0.40035 shares of common stock of the Parent $16.35 in cash, without any interest thereon (the “Stock Exchange RatioMerger Price”), par value $1.00 per share (subject to appropriate adjustment for any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange with respect to the “Parent Company Common Stock”) and $2.69 in cash (Stock occurring before the “Cash Portion”, and together with the Stock Exchange Ratio, the “Merger Consideration”)Effective Time.

Conversion of Company Common Stock. Subject to Section 3.1(f), each Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be cancelled pursuant to Section 3.1(b) and any Appraisal Cancelled Shares) shall be converted automatically at the Effective Time into the right to receive 0.40035 receive: (i) 0.4459 shares of common stock of the Parent (the “Stock Exchange Ratio”), subject to adjustment in accordance with Section 2.1(d), of validly issued, fully paid and nonassessable shares of common stock, par value $1.00 1.25 per share share, of Parent (the “Parent Common Stock”) (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.4(f), the “Stock Consideration”); and (ii) $2.69 13.125 per share of Company Common Stock in cash (the “Cash Portion”Consideration” and, and together with the Stock Exchange RatioConsideration, the “Merger Consideration”).

Conversion of Company Common Stock. Subject to Section 3.1(f), each Each share of the common stock, par value $1.00 per share, of Company (“Company Common Stock Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be cancelled pursuant to Section 3.1(b) and any Appraisal Cancelled Shares) shall be converted automatically at the Effective Time into the right to receive 0.40035 0.2503 shares of common stock of the Parent (the “Stock Exchange Ratio”), par value $1.00 per share (the “subject to adjustment in accordance with Section 1.7(d), of validly issued, fully paid and nonassessable shares of Parent Common Stock”) and $2.69 in cash Stock (the “Cash Portion”, and together with the any cash in lieu of fractional shares of Parent Common Stock Exchange Ratioto be paid pursuant to Section 2.2(f), the “Merger Consideration”).

Conversion of Company Common Stock. Subject to Section 3.1(f), each Each share of the common stock, par value $1.00 of Company (“Company Common Stock Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be cancelled pursuant Cancelled Shares or Dissenting Shares) shall, subject to Section 3.1(b) and any Appraisal Shares) shall 1.7(e), be converted automatically at the Effective Time into the right to receive 0.40035 shares of common stock of the Parent (the “Stock Exchange Ratio”), par value $1.00 per share (the “Parent Common Stock”) and $2.69 20.62 in cash without interest, subject to adjustment in accordance with Section 1.7(d) (the “Cash Portion”, and together with the Stock Exchange Ratio, the “Merger Consideration”).):

Conversion of Company Common Stock. Subject to Section 3.1(f), each Each share of common stock, par value $0.0001 per share, of the Company (“Company Common Stock Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be cancelled pursuant to Section 3.1(b) owned beneficially by the Parent or the Merger Sub and any Appraisal Shares) other than Dissenting Shares (as defined below)), shall be converted automatically at the Effective Time into and represent the right to receive 0.40035 such number of shares of common stock par value $0.0001 per share, of the Parent (the “Stock Exchange Ratio”), par value $1.00 per share (the “Parent Common Stock”) and $2.69 in cash (), subject to the applicable “Cash Portion”, and together Conversion Ratio” specified with the Stock Exchange Ratio, the “Merger Consideration”)respect to such class or series on Schedule A hereto.

Conversion of Company Common Stock. Subject to Section 3.1(f)At the Effective Time, each share of common stock, par value $0.01 per share, of Company (“Company Common Stock Stock”), issued and outstanding immediately prior to the Effective Time (Time, other than any shares of Company Common Stock to be cancelled pursuant to Section 3.1(b‎2.1(b) and any Appraisal Dissenting Shares) , shall be converted automatically at the Effective Time solely into the right to receive 0.40035 a number of shares of common stock of the Parent (the “Stock Exchange Ratio”), par value $1.00 per share (the “Parent Common Stock”) and $2.69 in cash (equal to the “Cash Portion”, and together with the Stock Exchange Ratio, the “Merger Consideration”).

Conversion of Company Common Stock. Subject to Section 3.1(f), each Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be cancelled pursuant to Section 3.1(b) Cancelled Shares and any Appraisal Dissenting Shares) shall will be converted automatically at the Effective Time into the right to receive 0.40035 shares of common stock of the Parent receive: (i) two thousand (2,000) (the “Stock Exchange Ratio”), par value $1.00 per share ) shares of American Resources Common Stock (the “Parent Common Stock”) and $2.69 in cash (the “Cash Portion”, and together with the Stock Exchange Ratio, the “Merger Consideration”); and (ii) any dividends or other distributions to which the holder thereof becomes entitled to upon the surrender of such shares of Company Common Stock in accordance with Section 2.02(g).

Conversion of Company Common Stock. Subject to Section 3.1(f), each (i) Each share of Company Common Stock issued and outstanding immediately prior to before the Effective Time (other than any shares of Excluded Shares and Dissenting Shares, but including Company Common Stock to be cancelled pursuant to Section 3.1(b) and any Appraisal Warrant Shares) shall be converted automatically at the Effective Time into and shall thereafter represent only the right to receive 0.40035 shares of common stock of the Parent (the “Stock Exchange Ratio”), par value $1.00 0.05664 per share (the “Parent Common Stock”) and $2.69 in cash (the “Cash Portion”, and together with the Stock Exchange Ratio, the “Merger Consideration”), without interest and subject to applicable withholding in accordance with Section ‎2.7, payable upon surrender of such shares in accordance with Section ‎2.2.

Conversion of Company Common Stock. Subject to Section 3.1(f), each Each share of the common stock, par value $0.01 per share, of Company (“Company Common Stock Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be cancelled pursuant to Section 3.1(b) and any Appraisal Cancelled Shares) shall be converted automatically at the Effective Time into the right to receive 0.40035 0.4237 shares of common stock of the Parent (the “Stock Exchange Ratio”), par value $1.00 per share (the “subject to adjustment in accordance with Section 1.7(e), of validly issued, fully paid and nonassessable shares of Parent Common Stock”) and $2.69 in cash Stock (the “Cash Portion”, and together with the any cash in lieu of fractional shares of Parent Common Stock Exchange Ratioto be paid pursuant to Section 2.2(f), the “Merger Consideration”).

Conversion of Company Common Stock. Subject to Except as provided in Section 3.1(f), and other than Dissenting Shares and shares of Company Restricted Stock that are not vested as of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be cancelled pursuant to Section 3.1(b) and any Appraisal Shares) shall be converted automatically at the Effective Time into the right to receive 0.40035 shares of common stock of the Parent $0.32 in cash, without interest (the “Stock Exchange Ratio”), par value $1.00 per share (the “Parent Common Stock”) and $2.69 in cash (the “Cash Portion”, and together with the Stock Exchange Ratio, the “Per Share Merger Consideration”), payable to the holder thereof upon surrender of each such share of Company Common Stock in the manner provided in Section .

Conversion of Company Common Stock. Subject to Section 3.1(f), each Each share of common stock, par value $0.001 per share, of the Company (the “Company Common Stock Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be cancelled pursuant to Section 3.1(b) and any Appraisal Shares2.1(c)) shall be converted automatically at the Effective Time into the right to receive 0.40035 shares one validly issued, fully paid and nonassessable share of common stock of the Parent (the “Stock Exchange Ratio”)stock, par value $1.00 0.001 per share share, of NewCo (the “Parent NewCo Common Stock”) having the same designations, rights, powers and $2.69 in cash (the “Cash Portion”preferences, and together with the same qualifications, limitations and restrictions, as the shares of Company Common Stock Exchange Ratio, the “Merger Consideration”)being so converted.

Conversion of Company Common Stock. Subject to Section 3.1(fEach share of Common Stock, par value $0.01 per share ("Company Common Stock"), each share of Company Common Stock the Company, issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be cancelled pursuant to Section 3.1(b) and any Appraisal excluding Dissenting Shares) , if any), shall be converted automatically at the Effective Time into the right to receive 0.40035 shares of common stock $6.00 net to seller in cash without interest (the "Merger Consideration"). All such shares, by virtue of the Parent (the “Stock Exchange Ratio”)Merger, par value $1.00 per share (the “Parent Common Stock”) shall no longer be outstanding and $2.69 in cash (the “Cash Portion”, shall be canceled and together with the Stock Exchange Ratio, the “Merger Consideration”)retired and shall cease to exist.

Conversion of Company Common Stock. Subject to Section 3.1(f), each Each share of Common Stock, par value $.01 per share, of the Company Common Stock issued and outstanding immediately prior to the Effective Time (such shares, collectively, “Company Common Stock,” and each, a “Share”), other than any shares of Company Common Stock (i) Shares to be cancelled pursuant to Section 3.1(b2.1(b) and any Appraisal Shares(ii) Dissenting Shares (as hereinafter defined), shall be converted automatically at the Effective Time into and shall thereafter represent the right to receive 0.40035 shares of common stock of the Parent (the “Stock Exchange Ratio”), par value $1.00 per share (the “Parent Common Stock”) and $2.69 in cash (the “Cash Portion”, and together with the Stock Exchange Ratio, the “Merger Consideration”).receive

Conversion of Company Common Stock. Subject to Section 3.1(f(i) Each share of common stock, par value $0.01, of the Company (“Company Common Stock”), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any (A) shares of the Company Common Stock to be cancelled pursuant to or retained by a Subsidiary of the Company in accordance with Section 3.1(b2.1(c) and any Appraisal (B) Dissenting Shares) ), shall be converted automatically at the Effective Time into and shall thereafter represent the right to receive 0.40035 shares of common stock of the Parent (the “Stock Exchange Ratio”), par value $1.00 per share (the “Parent Common Stock”) and $2.69 21.00 in cash (the “Cash Portion”, and together with the Stock Exchange Ratio, the “Merger Consideration”).

Conversion of Company Common Stock. Subject to Section 3.1(f), each Each share of common stock, par value $0.0001 per share, of the Company (“Company Common Stock Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be cancelled pursuant to Section 3.1(b) owned beneficially by the Parent or the Merger Sub and any Appraisal Shares) other than Dissenting Shares (as defined below)), shall be converted automatically at the Effective Time into and represent the right to receive 0.40035 2.39845261122 shares of common stock of the Parent (the “Stock Exchange Ratio”), par value $1.00 0.001 per share (share, of the “Parent. The shares of Parent Common Stock”) and $2.69 in cash (Stock into which the “Cash Portion”, and together with the shares of Company Stock Exchange Ratio, are converted pursuant to this Section 2.01 shall be referred to herein as the “Merger ConsiderationShares.”).

Conversion of Company Common Stock. Subject to Section 3.1(f), each Each share of Common Stock, $1.00 par value, of the Company (the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be cancelled canceled pursuant to Section 3.1(b1.6(c)) will be canceled and extinguished and automatically converted (subject to Section 1.6(f) and any Appraisal Shares(h)) shall be converted automatically at the Effective Time into the right to receive 0.40035 shares of common stock of the Parent following (the “Stock Exchange Ratio”), par value $1.00 per share (the “Parent Common Stock”) and $2.69 in cash (the “Cash Portion”, and together with the Stock Exchange Ratio, the “"Merger Consideration”).") at the Effective Time:

Conversion of Company Common Stock. Subject to Section 3.1(f), each (i) Each share of Company Common Stock issued and outstanding immediately prior to before the Effective Time (other than any shares of Excluded Shares, Dissenting Shares and Company Common Stock to be cancelled pursuant to Section 3.1(b) and any Appraisal Restricted Shares) shall be converted automatically at the Effective Time into and shall thereafter represent only the right to receive 0.40035 shares of common stock of the Parent (the “Stock Exchange Ratio”), par value $1.00 1.40 per share (the “Parent Common Stock”) and $2.69 in cash (the “Cash Portion”, and together with the Stock Exchange Ratio, the “Merger Consideration”), without interest and subject to applicable withholding in accordance with Section 2.7, payable upon surrender of such shares in accordance with Section 2.2.

Conversion of Company Common Stock. Subject to Section 3.1(f)At the Effective Time, each share of common stock, par value $0.0001 per share, of Company (“Company Common Stock Stock”), issued and outstanding immediately prior to the Effective Time (Time, other than any shares of Company Common Stock to be cancelled pursuant to Section 3.1(b) and any Appraisal Shares) ‎2.1(b), shall be converted automatically at the Effective Time solely into the right to receive 0.40035 a number of shares of common stock of the Parent (the “Stock Exchange Ratio”), par value $1.00 per share (the “Parent Common Stock”) and $2.69 in cash (equal to the “Cash Portion”, and together with the Stock Exchange Ratio, the “Merger Consideration”).