Thursday, October 02, 2008 9:42:29 AM
50/1?
2.2 Effect on Stock and Limited Liability Company Interests. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any stock of Hanover or limited liability company interests in Spinco:
(a) All of the Spinco Interests outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive a number of fully paid and nonassessable shares of the Surviving Corporation’s Common Stock equal to the Exchange Ratio. The “Exchange Ratio” shall equal 13.921986406; provided that if Hanover makes distributions or dividends in accordance with Section 6.2(b)(i)(B), the Exchange Ratio shall be adjusted in accordance with such Section 6.2(b)(i)(B); provided, further, that the Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Walter Common Stock that is entitled to receive Spinco Interests in the Distribution), reorganization, recapitalization, reclassification, stock repurchase or other like change with respect to the Walter Common Stock occurring after the date hereof and up to and including the Walter Record Date, such that, immediately following the Effective Time, (a) 1.5% of the outstanding shares of common stock of the Surviving Corporation (after giving effect to the issuance of shares of common stock of the Surviving Corporation in settlement of all restricted stock units of Hanover outstanding immediately prior to the Effective Time) shall be held by the holders of Hanover Common Stock immediately prior to the Effective Time and (b) 98.5% of the outstanding shares of common stock of the Surviving Corporation (after giving effect to the isssuance of common stock of the Surviving Corporation in settlement of RSUs (as defined in Section 2.9(d))) shall be held by the holders of Spinco Interests immediately prior to the Effective Time. The Exchange Ratio shall be rounded to the nearest ten-thousandth of a share of Hanover Common Stock.
(b) Each share of Hanover Common Stock issued and outstanding immediately prior to the Effective Time (including the shares of Hanover Common Stock issued pursuant to the Exchange Share Issuance) shall be combined into fully paid and non-assessable shares of common stock of the Surviving Corporation at a rate of 50 shares of Hanover Common Stock for every one share of common stock of the Surviving Corporation.
(c) No dissenting shareholders’ or appraisal rights shall be available with respect to the Merger or the other transactions contemplated hereby.
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