Common use of Conversion Ratio Clause in Contracts

Conversion Ratio. Subject to the other provisions of this Article III, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including any Company Common Stock issued upon exercise of the outstanding Warrants pursuant to Section 7.07 but excluding any Company Common Stock described in Subsection 3.01(d)) shall be converted into 17.68 shares of Acquiror Common Stock, the right to receive $146.25 in cash and the right to receive the Conditional Accelerated Earnout Shares, the Accelerated Earnout Shares and the Earnout Shares, if any (which right shall not be assignable except by operation of Law and which right shall in no event entitle the holder to more than 17.68 shares of Acquiror Common Stock). The Acquiror shall issue any Conditional Accelerated Earnout Shares on the Conditional Accelerated Payout Date, any Accelerated Earnout Shares on the Accelerated Payout Date and any Earnout Shares on the Payout Date. Notwithstanding the foregoing, (i) if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration Per Share of Company Common Stock or Acquiror Common Stock shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares and, (ii) if between the Effective Time and Payout Date the outstanding shares of Company Common Stock or Acquiror Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the numbers of Earnout Shares, Accelerated Earnout Shares and Conditional Accelerated Earnout Shares shall, to the extent such shares have not theretofore been issued, be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.

Conversion Ratio. Subject Each Preferred share may be converted, at the option of its holder, at any time and from time to time, and without the payment of additional consideration by its holder, into such number of fully paid and non-assessable Common shares as is determined by dividing the Original Issue Price by the Conversion Price (as defined below) in effect at the time of conversion. The "Conversion Price" shall initially be US$2.00. The Conversion Price will be adjusted in accordance with the provisions set out in these articles. In the event that the Company completes an equity financing resulting in a valuation of the Company of US$50,000,000 or greater within 18 months of the Preferred Shares Original Issue Date (the "Qualified Financing"), holders of the Preferred shares shall have the right to convert the Preferred shares into Common shares at a Conversion Price determined by the board of directors of the Company, in its sole discretion, that results in the Preferred shares converting at the lesser of (i) a 1:1 ratio, and (ii) a 25% discount to the valuation of the Preferred shares on the basis of the valuation ascribed to the Preferred Shares pursuant to the Qualified Financing. If the Company completes an equity financing other provisions than a Qualified Financing within 18 months following the Preferred Share Original Issue Date, the Conversion Price of this Article III, each the Preferred Shares shall be adjusted by the board of directors of the Company such that the outstanding Preferred Shares shall be convertible into the number of Common Shares of the Company equal to the same pro rata ownership of the holders of Preferred Shares (on an as-converted to Common share of Company Common Stock issued and outstanding basis) immediately prior to each such financing and, in the Effective Time discretion of the board of directors of the Company, the Company may elect to adjust the Conversion Price as contemplated above or cause additional shares to be issued to the holders of Preferred Shares in the same manner as Sections 27.2(8) through 27.2(10) contemplate. If the Company does not complete an equity financing within 18 months of the Preferred Share Original Issue Date, the board of directors of the Company shall engage an appraisal firm to determine the valuation of the Company (including any the "Appraised Valuation of the Company"), after which time the holders of the Preferred shares shall have the right to convert the Preferred shares into Common shares of the Company Common Stock issued upon exercise at a Conversion Price determined by the board of directors of the Company to provide the holders of the Preferred shares with a 25% discount to the valuation of the Preferred shares as a percentage of the Company's valuation determined in the Appraised Valuation of the Company, provided; however, that the Conversion Price shall not be adjusted to permit the holders of Preferred Shares to obtain greater than 25% of the outstanding Warrants pursuant Common shares (on an as-converted basis and taking into account all outstanding warrants or convertible securities entitling the holders thereof to Section 7.07 but excluding any Company Common Stock described in Subsection 3.01(dacquire Preferred shares)) shall be converted into 17.68 shares of Acquiror Common Stock, the right to receive $146.25 in cash and the right to receive the Conditional Accelerated Earnout Shares, the Accelerated Earnout Shares and the Earnout Shares, if any (which right shall not be assignable except by operation of Law and which right shall in no event entitle the holder to more than 17.68 shares of Acquiror Common Stock). The Acquiror shall issue any Conditional Accelerated Earnout Shares on the Conditional Accelerated Payout Date, any Accelerated Earnout Shares on the Accelerated Payout Date and any Earnout Shares on the Payout Date. Notwithstanding the foregoing, (i) if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration Per Share of Company Common Stock or Acquiror Common Stock shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares and, (ii) if between the Effective Time and Payout Date the outstanding shares of Company Common Stock or Acquiror Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the numbers of Earnout Shares, Accelerated Earnout Shares and Conditional Accelerated Earnout Shares shall, to the extent such shares have not theretofore been issued, be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.

Conversion Ratio. Subject to the other provisions of this Article IIIIII and to the provisions of Section 7.10, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including any Company Common Stock issued upon exercise of the outstanding Warrants pursuant to Section 7.07 but excluding any Company Common Stock described in Subsection 3.01(d3.01(e)) shall be converted into 17.68 18.525 shares of Acquiror Class B Common Stock, the right to receive $146.25 102.38 in cash and cash, the right to receive the Conditional Accelerated Earnout Shares, the Accelerated Earnout Shares and the CTOC Earnout Shares, if any (which right shall not be assignable except by operation in no event entitle the holder and any permitted assignees to more than 2.730 shares of Law Acquiror Class B Common Stock per share of Company Common Stock) and the right to receive the Initial Earnout Shares and the Supplemental Earnout Shares, if any (which right shall in no event entitle the holder and any permitted assignees to more than 17.68 15.795 shares of Acquiror Class B Common StockStock per share of Company Common Stock plus such portion of the 2.730 shares of Acquiror Class B Common Stock per share of Company Common Stock as were not received as CTOC Earnout Shares). The right to receive the CTOC Earnout Shares and the right to receive the Initial Earnout Shares and the Supplemental Earnout Shares shall not be assignable except by operation of Law, by death pursuant to a will or the Laws of descent and distribution, by transfer to a member of the immediate family of the Designated Company Stockholder or a trust for the benefit of any such family member, by transfer to another Designated Company Stockholder, by transfer to a commercial bank or other lending institution in accordance with the terms of a bona fide pledge or, in the case of a Designated Company Stockholder that is a legal entity, by such entity to an affiliate or successor of such entity or to the purchaser of all or substantially all of that entities assets, all of which exceptions shall be permitted if the transferor or transferee shall give notice of such assignment, together with such information as may be reasonably necessary to evidence qualification of the transferee to be an assignee thereof, to the Acquiror and the transferee shall have executed the Stockholders' Agreement. The Acquiror shall issue any Conditional Accelerated CTOC Earnout Shares on the Conditional Accelerated CTOC Payout Date, any Accelerated Initial Earnout Shares on the Accelerated Initial Payout Date and any Supplemental Earnout Shares on the AGREEMENT AND PLAN OF MERGER Supplemental Payout Date. Notwithstanding the foregoing, (i) if between the date of this Agreement and the Effective Time the outstanding shares of Company common stock, par value $0.001 per share, of the Acquiror as constituted prior to the effectuation of the Charter Amendment or the Acquiror Class A Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesshares (a "Share Adjustment"), the Merger Consideration Per Share of Company Common Stock or Acquiror Common Stock shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares and, Share Adjustment and (ii) ), if between the Effective Time and the Supplemental Payout Date the outstanding shares of Company Common Stock or Acquiror Class B Common Stock shall have been changed into be subject to a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesShare Adjustment, the numbers of CTOC Earnout Shares, Accelerated Initial Earnout Shares and Conditional Accelerated Supplemental Earnout Shares payable with respect to a share of Company Common Stock outstanding immediately prior to the Effective Time shall, to the extent the record date for such shares Share Adjustment shall have not theretofore been issuedoccurred, or the Share Adjustment shall otherwise have become effective, prior to the CTOC Payout Date, the Initial Payout Date or the Supplemental Payout Date, as appropriate, be correspondingly adjusted to reflect such stock dividendShare Adjustment. Upon exercise of the Warrants issued by the Company from and after the Effective Time in accordance with their terms, subdivision, reclassification, recapitalization, split, combination or exchange the Acquiror will issue the Merger Consideration Per Share of sharesCompany Common Stock for each share of Company Common Stock as to which the Warrants are exercised.

Conversion Ratio. Subject to Sentry and Acquiree hereby adopt the other provisions Plan of Reorganization by this Article IIIAgreement and hereby agree that Acquiree shall merge into Sentry on the terms and conditions set forth herein. Upon surrender of certificates representing Acquiree Common Stock, each Sentry will issue and deliver as herein provided certificates representing a number of whole shares of its Common Stock determined by the following exchange rate: 1 share of Company Sentry Common Stock shall be issued in exchange for each 1.97 shares of Acquiree Common Stock issued and outstanding immediately prior to on the Effective Time (including any Company Date. No fractional shares of Sentry's Common Stock will be issued to Acquiree. Accordingly, any fractional shares of Sentry's Stock will, upon exercise surrender of the outstanding Warrants pursuant to Section 7.07 but excluding any Company certificates representing the fractional shares of Acquiree's Stock, will receive a full share if the fractional share equals or exceeds fifty percent (50%), and if the fractional share is less than fifty percent (50%) the fractional share shall be canceled. All persons holding shares of Acquiree Common Stock described in Subsection 3.01(d)) shall be converted into 17.68 surrender the certificates representing the shares of Acquiror Acquiree Common Stock, either by certified mail, return receipt requested, or in person to: Jeff Wasson, TravelNow.com Inc., 300 Xxxx Xxxxrax Xxxx, Xxxxe 306, Sxxxxxxxxxx, Xxxxxxxx 00000, xx xxxx xxxxx xxxxxxxx xx Xxxxxxxx shall advise such holders in writing. Upon receipt of the right to receive $146.25 in cash and the right to receive the Conditional Accelerated Earnout Sharessurrendered share certificate of Acquiree Common Stock, the Accelerated Earnout Shares and the Earnout Shares, if any (which right shall not be assignable except by operation of Law and which right shall in no event entitle the holder to more than 17.68 a replacement certificate reflecting shares of Acquiror Sentry Common Stock). The Acquiror Stock subject to the exchange rate set forth in this paragraph 2.1 shall issue any Conditional Accelerated Earnout Shares on the Conditional Accelerated Payout Date, any Accelerated Earnout Shares on the Accelerated Payout Date be issued and any Earnout Shares on the Payout Datecaused to be delivered in accordance with this Agreement. Notwithstanding the foregoingproposed exchanges of certificates, (i) if between the date of this Agreement and the Effective Time the outstanding each certificate representing shares of Company Acquiree Common Stock not physically surrendered pursuant to this section shall have been changed into a different number be deemed to represent shares of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration Per Share of Company Sentry Common Stock or Acquiror Common Stock shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares and, (ii) if between the Effective Time and Payout Date the outstanding shares of Company Common Stock or Acquiror Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the numbers of Earnout Shares, Accelerated Earnout Shares and Conditional Accelerated Earnout Shares shall, subject to the extent such shares have not theretofore been issued, be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesrate set forth in this paragraph 2.1.

Conversion Ratio. Subject Upon notice to the other provisions Corporation that any dividends, including, without limitation, Accruing Dividends were not timely paid in cash within the time period described for payment in Section 2.1, if the Corporation fails to pay, in full, all dividends due to the holders of this Article IIISeries A Non-Voting Preferred Stock within five Business Days of receipt of such notice, or at any time after the third anniversary of the Issue Date, each share of Company Series A Non-Voting Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Common Stock issued as is determined by dividing (a) the Series A Original Issue Price plus any accrued and outstanding immediately prior to unpaid dividends thereon, including, without limitation, Accruing Dividends thereon by (b) the Effective Time Series A Conversion Price (including any Company Common Stock issued upon exercise of the outstanding Warrants pursuant to Section 7.07 but excluding any Company Common Stock described in Subsection 3.01(d)) shall be converted into 17.68 shares of Acquiror Common Stock, the right to receive $146.25 in cash and the right to receive the Conditional Accelerated Earnout Shares, the Accelerated Earnout Shares and the Earnout Shares, if any (which right shall not be assignable except by operation of Law and which right shall in no event entitle the holder to more than 17.68 shares of Acquiror Common Stockas defined below). The Acquiror “Series A Conversion Price” applicable to the Series A Non-Voting Preferred Stock shall issue equal the per day average volume-weighted price per share as reported by S&P Capital IQ, or any Conditional Accelerated Earnout Shares on successor thereto, through its “Volume Weighted Average Price” function, for a share of Common Stock in respect of the Conditional Accelerated Payout Date, any Accelerated Earnout Shares on period from the Accelerated Payout Date and any Earnout Shares on scheduled open of trading until the Payout Date. Notwithstanding scheduled close of trading of the foregoing, (i) if between primary trading session for the 10-day trading period immediately preceding the date of this Agreement and calculation of the Effective Time Conversion Price; provided, however, that if any such conversion, or the outstanding shares issuance of Company the Series A Non-Voting Preferred Stock with such conversion rights, would require the Corporation, under the rules of the Nasdaq stock exchange (or any other exchange on which the Corporation’s Common Stock is then trading), to obtain the written consent or affirmative vote of holders of its capital stock to effect such conversion, the Corporation shall have been changed into a different be entitled to reduce the number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration Per Share of Company Common Stock into which any share of Series A Non-Voting Preferred Stock may convert such that the Corporation would not be required to obtain such written consent or Acquiror affirmative vote, so long as the Corporation, concurrently with such conversion, pays the holder of such share (1) for each whole share of Common Stock shall be correspondingly adjusted into which such share of Series A Non-Voting Preferred Stock would have otherwise converted, cash equal to reflect such stock dividendthe Series A Conversion Price, subdivision, reclassification, recapitalization, split, combination or exchange and (2) for each fractional share of shares and, (ii) if between the Effective Time and Payout Date the outstanding shares of Company Common Stock or Acquiror Common into which such share of Series A Non-Voting Preferred Stock shall would have been changed into a different number of shares or a different class otherwise converted, cash equal to such fraction multiplied by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the numbers of Earnout Shares, Accelerated Earnout Shares and Conditional Accelerated Earnout Shares shall, to the extent such shares have not theretofore been issued, be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesSeries A Conversion Price.