SHARE CONSIDERATION; PAYMENT OF SHARE CONSIDERATION Clause Samples

SHARE CONSIDERATION; PAYMENT OF SHARE CONSIDERATION. 4.1 Share Consideration; Conversion or Cancellation of Advisor Common ----------------------------------------------------------------- Shares in Merger. ------------------- (a) At the Effective Time, by virtue of the Merger and without any action by the Parties, (A) all of the outstanding Advisor Common Shares (i) shall be converted into the right to receive 7,600,000 APF Common Shares (3,800,000 APF Common Shares if the Reverse Split [defined below] occurs prior to the Closing) (the "Share Consideration") pursuant to the terms of Section 4.2 below, (ii) shall cease to be outstanding, and (iii) shall be cancelled and retired and shall cease to exist, and each Stockholder and Minority Stockholder, as the holder of certificates representing such the Advisor Common Shares (the "Advisor Common Share Certificates"), shall cease to have any rights with respect thereto, except the right to receive APF Common Shares therefor upon the surrender of such certificates in accordance with this Section 4.1 and Section 4.3, and (B) each share of common stock of Acquisition Corp outstanding shall be converted into one share of common stock of the Surviving Corporation. Subject to the approval of the APF's shareholders of an amendment to its article of incorporation, APF anticipates that prior to the Closing it will effect a one for two reverse stock split (the "Reverse Split") pursuant to which each two shares of APF Common Shares outstanding will be exchanged for one share of APF Common Shares. (b) Except for the anticipated Reverse Split described in Section 4.1(a), prior to the Effective Time, APF shall not split or combine the APF Common Shares, or pay a stock dividend or other stock distribution in APF Common Shares, or in rights or securities exchangeable or convertible into or exercisable for APF Common Shares, or otherwise change APF Common Shares into, or exchange APF Common Shares for, any other securities (whether pursuant to or as part of a merger, consolidation, acquisition of property or stock, separation, reorganization, or liquidation of APF as a result of which APF stockholders receive cash, stock, or other property in exchange for, or in connection with, their APF Common Shares (a "Business Combination") or otherwise), or make any other dividend or distribution on or of APF Common Shares (other than regular quarterly cash dividends paid on APF Common Shares or any distribution pursuant to APF's dividend reinvestment plan), without the parties hereto havi...