Common use of Conversion of Company Common Stock Clause in Contracts

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 2.01(a), and (ii) Dissenting Shares) will be converted into the right to receive twenty-eight and one-half cents ($0.285) in cash, without interest (the “Merger Consideration”).

Conversion of Company Common Stock. (i) Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 2.01(a2.1(b), and (ii) Dissenting Shares) will shall be converted into the right to receive twenty-eight and one-half cents ($0.285) 10.30 per share in cash, without any interest thereon (the “Merger ConsiderationPrice”), subject to equitable and appropriate adjustment for any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange with respect to the Company Common Stock with a record date occurring before the Effective Time.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired canceled in accordance with Section 2.01(a) and subject to Section 2.01(d), and (ii) Dissenting Shares) will shall be converted automatically into the right to receive twenty-eight from Parent 0.2413 (the “Exchange Ratio”) fully paid and one-half cents nonassessable shares of common stock, par value $0.01 per share ($0.285) in cashthe “Parent Common Stock”), without interest of Parent (the “Merger Consideration”).

Conversion of Company Common Stock. 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 (i) shares any Company Common Stock to be cancelled and retired in accordance with pursuant to Section 2.01(a3.01(b), and (ii) Dissenting Shares) will shall be converted automatically into the right to receive twenty-eight one validly issued, fully paid and one-half cents ($0.285) in cash, without interest (the “Merger Consideration”)nonassessable share of Parent Common Stock.

Conversion of Company Common Stock. Each Subject to Section 3.1(f), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) any shares of Company Common Stock to be cancelled canceled pursuant to Section 3.1(d) and retired in accordance with Section 2.01(a), and (ii) Dissenting any Appraisal Shares) will shall be converted automatically at the Effective Time into the right to receive twenty-eight 1.12 shares of common stock of the Parent (the “Stock Exchange Ratio”), par value $2.50 per share (the “Parent Common Stock”), and one-half cents $19.00 in cash ($0.285) in cashthe “Cash Portion,” and together with the Stock Exchange Ratio, without interest (the “Merger Consideration”).

Conversion of Company Common Stock. Each Subject to Section 3.1(f), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) any shares of Company Common Stock to be cancelled pursuant to Section 3.1(b) and retired in accordance with Section 2.01(a), and (ii) Dissenting any Appraisal Shares) will shall be converted automatically at the Effective Time into the right to receive twenty-eight 0.40035 shares of common stock of the Parent (the “Stock Exchange Ratio”), par value $1.00 per share (the “Parent Common Stock”) and one-half cents $2.69 in cash ($0.285) in cashthe “Cash Portion”, without interest (and together with the Stock Exchange Ratio, the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 2.01(a), and (ii) Dissenting any Cancelled Shares) will shall be converted into the right to receive twenty-eight receive: (i) 0.4459 shares (the “Exchange Ratio”), subject to adjustment in accordance with Section 2.1(d), of validly issued, fully paid and one-half cents nonassessable shares of common stock, par value $1.25 per share, of Parent (“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) $0.285) 13.125 per share of Company Common Stock in cashcash (the “Cash Consideration” and, without interest (together with the Stock Consideration, the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled Cancelled Shares and retired in accordance with Section 2.01(a), and (ii) Dissenting Shares) will shall be converted into the right to receive twenty-eight and one-half cents receive: ($0.285i) in cash, without interest one hundred (100) (the “Exchange Ratio”) shares of Parent Common Stock (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. Each Subject to Sections 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 (i) shares to be cancelled and retired in accordance with Section 2.01(aeach such share, a “Share”), and (ii) Dissenting excluding any Cancelled Shares) will , shall at the Effective Time automatically be converted into the right to receive twenty-eight receive, 0.1216 (the “Exchange Ratio”) fully paid and one-half cents ($0.285) in cash, without interest nonassessable shares of Parent Common Stock (the “Merger Consideration”).

Conversion of Company Common Stock. Each outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 2.01(a), and (ii) Dissenting Shares) will shall be converted into the right to receive twenty-eight that number of fully paid and one-half cents nonassessable shares of Parent Common Stock ($0.285or fraction thereof) in cashequal to the quotient (such quotient, without interest the "Exchange Ratio") obtained by dividing (to five places after the “Merger Consideration”).decimal point):

Conversion of Company Common Stock. (i) Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 2.01(a2.1(b) and other than Dissenting Shares (as defined in Section 2.1(d), and (ii) Dissenting Shares) will shall be converted into the right to receive twenty-eight and one-half cents ($0.285) 16.35 in cash, without any interest thereon (the “Merger ConsiderationPrice”), subject to appropriate adjustment for any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange with respect to the Company Common Stock occurring before the Effective Time.

Conversion of Company Common Stock. 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 (i) shares to be cancelled and retired in accordance with Section 2.01(a), and (ii) Dissenting any Cancelled Shares) will shall be converted into the right to receive twenty-eight 0.2503 shares (the “Exchange Ratio”), subject to adjustment in accordance with Section 1.7(d), of validly issued, fully paid and one-half cents nonassessable shares of Parent Common Stock ($0.285) together with any cash in cashlieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.2(f), without interest (the “Merger Consideration”).

Conversion of Company Common Stock. (i) 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 Effective Time (other than (iA) shares to be cancelled and retired of Company Common Stock described in accordance with Section 2.01(a), 2.1(b) and (iiB) Dissenting Shares) will shall be converted into the right to receive twenty-eight and one-half cents ($0.285) 2.20 in cash, without interest cash (the “Merger Consideration”)) payable to the holder thereof, without interest, in the manner provided in Section 2.3.

Conversion of Company Common Stock. (i) Each share of common stock, par value $0.01, of the Company (“Company Common Stock Stock”), issued and outstanding immediately prior to the Effective Time (other than (iA) shares of the Company Common Stock to be cancelled and retired or retained by a Subsidiary of the Company in accordance with Section 2.01(a), 2.1(c) and (iiB) Dissenting Shares) will ), shall be converted into and shall thereafter represent the right to receive twenty-eight and one-half cents ($0.285) 21.00 in cash, without interest cash (the “Merger Consideration”).

Conversion of Company Common Stock. 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 (i) shares to be cancelled and retired in accordance with Section 2.01(a), and (ii) any Cancelled Shares or Dissenting Shares) will shall, subject to Section 1.7(e), be converted into the right to receive twenty-eight and one-half cents ($0.28520.62 in cash without interest, subject to adjustment in accordance with Section 1.7(d) in cash, without interest (the “Merger Consideration”).):

Conversion of Company Common Stock. Each 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 (i) shares to be cancelled and retired in accordance with pursuant to Section 2.01(a‎2.1(b), and (ii) Dissenting Shares) will shall be converted solely into the right to receive twenty-eight and one-half cents a number of shares of common stock of Parent ($0.285“Parent Common Stock”) in cash, without interest (equal to the “Merger Consideration”)Exchange Ratio.

Conversion of Company Common Stock. 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 Company Common Stock owned beneficially by the Parent or the Merger Sub and other than Dissenting Shares (i) shares to be cancelled and retired in accordance with Section 2.01(aas defined below)), and (ii) Dissenting Shares) will shall be converted into and represent the right to receive twenty-eight and one-half cents such number of shares of common stock par value $0.0001 per share, of the Parent ($0.285) in cash, without interest (the “Merger ConsiderationParent Common Stock”), subject to the applicable “Conversion Ratio” specified with respect to such class or series on Schedule A hereto.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled Cancelled Shares and retired in accordance with Section 2.01(a), and (ii) Dissenting Shares) will shall be converted into the right to receive twenty-eight and one-half cents (from Parent $0.285) 27.00 in cash, without interest (the “Merger Consideration”)) in accordance with the provisions of Section 2.02.

Conversion of Company Common Stock. Each 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 (i) shares to be cancelled pursuant to Section ‎2.1(b) and retired in accordance with Section 2.01(a), and (ii) Dissenting Shares) will , shall be converted solely into the right to receive twenty-eight and one-half cents a number of shares of common stock of Parent ($0.285“Parent Common Stock”) in cash, without interest (equal to the “Merger Consideration”)Exchange Ratio.

Conversion of Company Common Stock. Each share of Common Stock, par value $0.01 per share ("Company Common Stock Stock"), of the Company, issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 2.01(aexcluding Dissenting Shares, if any), and (ii) Dissenting Shares) will shall be converted into the right to receive twenty-eight and one-half cents ($0.285) 6.00 net to seller in cash, cash without interest (the “"Merger Consideration”"). All such shares, by virtue of the Merger, shall no longer be outstanding and shall be canceled and retired and shall cease to exist.

Conversion of Company Common Stock. 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 Company Common Stock owned beneficially by the Parent or the Merger Sub and other than Dissenting Shares (i) shares to be cancelled and retired in accordance with Section 2.01(aas defined below)), and (ii) Dissenting Shares) will shall be converted into and represent the right to receive twenty-eight and one-half cents (2.39845261122 shares of common stock par value $0.285) in cash0.001 per share, without interest (of the Parent. The shares of Parent Stock into which the shares of Company Stock are converted pursuant to this Section 2.01 shall be referred to herein as the “Merger ConsiderationShares.”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) any Dissenting Shares or shares to be cancelled and retired in accordance with canceled pursuant to Section 2.01(a1.7(f), and (ii) Dissenting Shares) will shall be converted automatically into and shall thereafter represent the right to receive twenty-eight and one-half cents ($0.285) 36.75 in cash, without interest (the “Merger Consideration”).

Conversion of Company Common Stock. 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 (i) shares any Company Common Stock to be cancelled and retired in accordance with pursuant to Section 2.01(a2.1(c), and (ii) Dissenting Shares) will shall be converted automatically into the right to receive twenty-eight one validly issued, fully paid and one-half cents (nonassessable share of common stock, par value $0.285) in cash0.001 per share, without interest of NewCo (the “Merger ConsiderationNewCo Common Stock”)) having the same designations, rights, powers and preferences, and the same qualifications, limitations and restrictions, as the shares of Company Common Stock being so converted.

Conversion of Company Common Stock. 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 (i) shares to be cancelled and retired in accordance with Section 2.01(a), and (ii) Dissenting any Cancelled Shares) will shall be converted into the right to receive twenty-eight 0.4237 shares (the “Exchange Ratio”), subject to adjustment in accordance with Section 1.7(e), of validly issued, fully paid and one-half cents nonassessable shares of Parent Common Stock ($0.285) together with any cash in cashlieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.2(f), without interest (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled Cancelled Shares and retired in accordance with Section 2.01(a), and (ii) Dissenting Shares) will be converted into the right to receive twenty-eight and one-half cents receive: ($0.285i) in cash, without interest two thousand (2,000) (the “Exchange Ratio”) shares of American Resources Common Stock (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. Each share of common stock, par value $0.10 per share, of the Company (the “Company Common Stock Stock”) issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 2.01(a), and (ii) any Excluded Shares or Dissenting Shares) will shall be converted into the right to receive twenty-eight and one-half cents (an amount in cash equal to $0.285) in cash, 22.00 without interest (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (Time, other than (i) shares to be cancelled and retired in accordance with Section 2.01(a)any Excluded Shares, and (ii) Dissenting Shares) will shall be converted into the right to receive twenty-eight and one-half cents ($0.285) 38.50 in cash, without interest subject to adjustment in accordance with Section 2.1(e) (the “Per Share Merger Consideration”).

Conversion of Company Common Stock. Each Except as provided in Section , 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 (i) shares to be cancelled and retired in accordance with Section 2.01(a), and (ii) Dissenting Shares) will shall be converted into the right to receive twenty-eight and one-half cents ($0.285) 0.32 in cash, without interest (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. Each Subject to Section 2.2(e), each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (Stock, other than (i) shares of Company Common Stock to be cancelled and retired canceled in accordance with Section 2.01(a), 2.1(b) and (ii) Dissenting Shares) , will be converted into the right to receive twenty-eight and one-half cents (i) $0.28517.75 in cash (the "CASH CONSIDERATION") in cash, without interest and (ii) 0.3115 fully paid, nonassessable shares of Parent Common Stock (the “Merger "STOCK CONSIDERATION" and, together with the Cash Consideration”, the "MERGER CONSIDERATION").

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 2.01(a), 2.1(b) and (ii) Dissenting Shares) will shall be converted into automatically into, and shall thereafter represent the right to receive twenty-eight and one-half cents (receive, subject to Section 2.4, an amount in cash equal to $0.285) in cash, 19.25 without interest (collectively, the “Merger Consideration”).

Conversion of Company Common Stock. 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 (i) shares Shares to be cancelled and retired in accordance with pursuant to Section 2.01(a), 2.1(b) and (ii) Dissenting Shares) will Shares (as hereinafter defined), shall be converted automatically into and shall thereafter represent the right to receive twenty-eight and one-half cents ($0.285) in cash, without interest (the “Merger Consideration”).receive