Common use of Actions at the Effective Time Clause in Contracts

Actions at the Effective Time. At the Effective Time: (i) Except for the securities referred to in Section 2.6(c)(ii) below, each share of Outstanding Company Common Stock will automatically, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and converted into a right to receive from Parent the Cash Consideration and the Note Consideration in the amount as determined pursuant to this Section 2.6. (ii) Each share of Company Common Stock held in the treasury of the Company shall be canceled and retired without payment of any consideration therefor. (iii) Each share of common stock of Acquisition Co. ("Acquisition Co. Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation and shall constitute the only shares of capital stock of the Surviving Corporation outstanding immediately after the Effective Time. Each stock certificate of Acquisition Co. evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Actions at the Effective Time. At the Effective Time: (i) Except for the securities referred to in Section 2.6(c)(iiSECTION 2.6(C)(II) below, each share of Outstanding Company Common Stock will automatically, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and converted into a right to receive from Parent the Cash Consideration and the Note Merger Consideration in the amount as determined pursuant to this Section SECTION 2.6. (ii) Each share of Company Common Stock held in the treasury of the Company shall be canceled and retired without payment of any consideration therefor. (iii) Each share of common stock of Acquisition Co. ("Acquisition Co. Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation and shall constitute the only shares of capital stock of the Surviving Corporation outstanding immediately after the Effective Time. Each stock certificate of Acquisition Co. evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Actions at the Effective Time. At the Effective Time: (i) Except for the securities referred to in Section 2.6(c)(ii) below, each Each share of Outstanding Company VSUS Common Stock will automatically, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and converted into a right to receive from Parent the Cash Consideration and the Note Stock Consideration in the amount as determined pursuant to this Section 2.6. (ii) Each share of Company Common Stock held in the treasury The Outstanding VSUS Options will be automatically, by virtue of the Company shall Merger and without any action on the part of the holder thereof, be canceled and retired without payment of any consideration thereforconverted into a right to receive from Parent the Option Consideration in the amount as determined pursuant to this Section 2.6. (iii) Each share of common stock of Acquisition Co. ("Acquisition Co. Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation and shall constitute the only shares of capital stock of the Surviving Corporation outstanding immediately after the Effective Time. Each stock certificate of Acquisition Co. evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Actions at the Effective Time. At the Effective Time: (i) Except for the securities referred to in Section 2.6(c)(ii2.6(d)(ii) below, each share of Outstanding Company Common Stock will automatically, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and converted into a right to receive from Parent the Cash Consideration and the Note Stock Consideration in the amount as determined pursuant to this Section 2.6. (ii) Each share of Company Common Stock held in the treasury of the Company shall be canceled and retired without payment of any consideration therefor. (iii) Each share of common stock of Acquisition Co. ("Acquisition Co. Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation and shall constitute the only shares of capital stock of the Surviving Corporation outstanding immediately after the Effective Time. Each stock certificate of Acquisition Co. evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Actions at the Effective Time. At the Effective Time: (ia) Except for the securities referred to in Section 2.6(c)(ii2.7(b) below, each share of Outstanding Company HCI Holding Co. Common Stock will automatically, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and converted into a right to receive from Parent the Cash Consideration and the Note Merger Consideration in the amount as determined pursuant to this Section 2.6. (iib) Each share share, if any, of Company HCI Holding Co. Common Stock held in the treasury of the Company HCI Holding Co. shall be canceled and retired without payment of any consideration therefor. (iiic) Each share of common stock of Acquisition Co. ("Acquisition Co. Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation and shall constitute the only shares of capital stock of the Surviving Corporation outstanding immediately after the Effective Time. Each stock certificate of Acquisition Co. evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.