Common use of Manner and Basis of Converting Shares Clause in Contracts

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) shares of common stock, par value $0.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $0.001 per share, of the Company (the "COMPANY COMMON STOCK"), beneficially owned by the Stockholders listed in SCHEDULE 1.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited and shares of Company Common Stock set forth in Section 1.5(a)(ii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in SCHEDULE 1.5 for each of the Stockholders, which shall be equal to one (1) share of Parent Common Stock for each share of Company Common Stock; (iii) the right to acquire any shares of Company Common Stock under any Warrants or Options listed on SCHEDULE 1.5A shall, by virtue of the Merger and without any action on the part of the holders of such Warrants or Options, the Company, the Surviving Corporation, or the Parent, be converted into the right to receive the number of shares of Parent Common Stock specified in Warrant or Option for each share of Company Common Stock, at the exercise price per share stated in such Warrant or Option of the Company, including all obligations to issue such shares of Company Common Stock upon satisfaction of any and all conditions or agreements affecting such issuance by the holder thereof or the Company (including, without limitation, any vesting conditions or other restrictions and the obligation to register such shares under the Securities Act of 1933, as amended, if any) which conditions, restrictions, and obligations shall expressly be assumed by the Parent as its obligation and continued with respect to such holders and the Parent shall assume all of the obligations of the Company under the Warrants and Options following the Effective Time; and (iv) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) shares share of common stock, par value $0.001 0.01 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $0.001 0.01 per share, of the Company (the "COMPANY COMMON STOCK"), beneficially owned by the Stockholders listed in SCHEDULE 1.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL BCL and not withdrawn or otherwise forfeited and shares of Company Common Stock set forth in Section 1.5(a)(ii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in SCHEDULE 1.5 for each of the Stockholders, which shall be equal to one (1) share .5830332 shares of Parent Common Stock for each share of Company Common Stock; (iii) the right to acquire any shares of Company Common Stock under any Warrants or Options listed on SCHEDULE 1.5A shall, by virtue of the Merger and without any action on the part of the holders of such Warrants or Options, the Company, the Surviving Corporation, or the Parent, be converted into the right to receive the number of shares of Parent Common Stock specified in Warrant or Option for each share of Company Common Stock, at the exercise price per share stated in such Warrant or Option of the Company, including all obligations to issue such shares of Company Common Stock upon satisfaction of any and all conditions or agreements affecting such issuance by the holder thereof or the Company (including, without limitation, any vesting conditions or other restrictions and the obligation to register such shares under the Securities Act of 1933, as amended, if any) which conditions, restrictions, and obligations shall expressly be assumed by the Parent as its obligation and continued with respect to such holders and the Parent shall assume all of the obligations of the Company under the Warrants and Options following the Effective Time; and (iv) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At OPTIONS AND WARRANTS OF THE CONSTITUENT CORPORATIONS 3.1 Except as provided in Section 3.5, at the Effective Time: (i) each share of common stock, par value $0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of by the holder thereof, thereof or any action in addition to that contemplated hereby by either Constituent Corporation: (a) each then outstanding share of MAPICS-Mass. Common Stock will be automatically converted into the right to receive one (1) shares of common stock, par value $0.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $0.001 per share, of the Company (the "COMPANY COMMON STOCK"), beneficially owned by the Stockholders listed in SCHEDULE 1.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited and shares of Company Common Stock set forth in Section 1.5(a)(ii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in SCHEDULE 1.5 for each of the Stockholders, which shall be equal to one (1) share of Parent Common Stock for each share of Company fully-paid and non-assessable MAPICS-Georgia Common Stock; (iiib) the right to acquire any shares each then outstanding share of Company MAPICS-Mass. Preferred Stock which has been designated as a particular series thereof will be automatically converted into one (1) share of fully-paid and non-assessable MAPICS-Georgia Preferred Stock with such series designation; (c) each share of MAPICS-Mass. Common Stock under any Warrants or Options listed on SCHEDULE 1.5A shall, by virtue then held in the treasury of the Merger and without any action on the part of the holders of such Warrants or Options, the Company, the Surviving Corporation, or the Parent, MAPICS-Mass. will be automatically converted into one (1) share of MAPICS-Georgia Common Stock, which share shall be held in the right to receive treasury of MAPICS-Georgia; and (d) each then outstanding option, warrant, purchase right, unit or other security of MAPICS-Mass. will be automatically converted into, and shall be an identical security of, MAPICS-Georgia, exercisable (if at all) at the same price per share and upon the same terms and conditions immediately before and immediately after such conversion, and the number of shares of Parent MAPICS-Georgia Common Stock specified in Warrant reserved for issuance upon exercise of such options, warrants, purchase rights, units or Option for each share other securities, as so converted, shall be equal to the number of Company shares of MAPICS-Mass. Common Stock, at the exercise price per share stated in such Warrant or Option Stock so reserved as of the CompanyEffective Time. 3.2 Notwithstanding any other provision of this Agreement, including all obligations to issue such no certificate or scrip for fractional shares of Company MAPICS-Georgia Stock shall be issued in the Merger, and any such fractional interest that may result from the Merger shall be disregarded and void ab initio. 3.3 Upon and after the Effective Time, all of the outstanding certificates which immediately prior thereto represented shares of MAPICS-Mass. Stock or warrants, units or other securities of MAPICS-Mass. shall be deemed for all purposes to evidence ownership of and to represent the shares of MAPICS-Georgia Stock or warrants, units or other securities of MAPICS-Georgia, as the case may be, into which the shares of MAPICS-Mass. Stock or warrants, units or other securities of MAPICS-Mass. represented by such certificates have been converted as provided in Section 3.1 and shall be so registered on the books and records of the Surviving Corporation or its transfer agent. The registered holder of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or otherwise accounted for to the Surviving Corporation or its transfer agent, have and be entitled to exercise any voting and other rights with respect to, and to receive any dividends and other distributions upon, the shares of MAPICS-Georgia Stock or warrants, units or other securities of MAPICS-Georgia, as the case may be, evidenced by such outstanding certificate. 3.4 As of the Effective Time, the 100 shares of MAPICS-Georgia Common Stock issued upon satisfaction its organization to MAPICS-Mass. shall be canceled and the consideration paid therefore by MAPICS-Mass. shall be returned by MAPICS-Georgia to MAPICS-Mass., so that immediately thereafter the then outstanding shares of any and all conditions or agreements affecting such issuance MAPICS-Georgia Stock shall consist only of the shares to be issued by the holder thereof or Surviving Corporation upon the Company conversion and exchange of shares of MAPICS-Mass. Stock pursuant to Section 3.1. 3.5 Any outstanding shares of MAPICS-Mass. Stock held by a stockholder (including, without limitation, any vesting conditions or other restrictions a "Dissenting Stockholder") who shall have elected to dissent from the Merger and the obligation to register such shares under the Securities Act of 1933, as amended, if anywho shall have exercised and perfected appraisal rights ("Appraisal Rights") which conditions, restrictions, and obligations shall expressly be assumed by the Parent as its obligation and continued with respect to such holders and the Parent shall assume all shares in accordance with Sections 85 through 98 of Chapter 156B of the obligations Massachusetts Business Corporation Law ("MBCL") shall not be converted into shares of MAPICS-Georgia Common Stock as a result of the Company under Merger. Such Dissenting Stockholder shall be entitled to receive therefor only the Warrants and Options following the Effective Time; and (iv) each share consideration required to be paid to such Dissenting Stockholder by Sections 85 through 98 of Company Common Stock held in the treasury Chapter 156B of the Company immediately prior to MBCL and, upon the Effective Time payment of such consideration, such shares of MAPICS-Mass. Stock shall be cancelled in immediately canceled without any further action. Notwithstanding the Merger and cease to exist. (b) After the Effective Timeforegoing provisions of this Section 3.5, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately if any such Dissenting Stockholder shall, prior to the Effective Time, (x) withdraw his election to dissent from the Merger or (y) fail to properly exercise and perfect his appraisal rights in accordance with Sections 85 through 98 of Chapter 156B of the MBCL, such Dissenting Stockholder's shares of MAPICS-Mass. Stock shall be converted, as of the Effective Time, into shares of MAPICS-Georgia Stock in accordance with Section 3.1.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one onen (1) shares share of common stock, par value $0.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $0.001 per share, of the Company (the "COMPANY COMMON STOCK"), beneficially owned by the Stockholders listed in SCHEDULE 1.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited and shares of Company Common Stock set forth in Section 1.5(a)(ii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in SCHEDULE 1.5 for each of the Stockholders, which shall be equal to one (1) share of Parent Common Stock for each share of Company Common Stock; (iii) the right to acquire any shares of Company Common Stock under any Warrants or Options listed on SCHEDULE 1.5A shall, by virtue of the Merger and without any action on the part of the holders of such Warrants or Options, the Company, the Surviving Corporation, or the Parent, be converted into the right to receive the number of shares of Parent Common Stock specified in Warrant or Option for each share of Company Common Stock, at the exercise price per share stated in such Warrant or Option of the Company, including all obligations to issue such shares of Company Common Stock upon satisfaction of any and all conditions or agreements affecting such issuance by the holder thereof or the Company (including, without limitation, any vesting conditions or other restrictions and the obligation to register such shares under the Securities Act of 1933, as amended, if any) which conditions, restrictions, and obligations shall expressly be assumed by the Parent as its obligation and continued with respect to such holders and the Parent shall assume all of the obligations of the Company under the Warrants and Options following the Effective Time; and (iv) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.