Common use of Cancellation of Company Stock Clause in Contracts

Cancellation of Company Stock. At the Effective Time, each share of Company Stock issued and outstanding immediately before the Effective Time (other than any Dissenting Shares (as defined in Section 3.6(c) below) and other than any shares of Company Stock held directly or indirectly by the Company) will be cancelled and, subject to the provisions of Sections 3.6(c), 4.3 and 4.6 hereof, each Stockholder shall have the right to receive, in lieu of all shares of Company Stock held by such Stockholder that will be so cancelled, (i) that number of shares of LeukoSite Stock representing the percentage of the Aggregate Base Consideration Shares to which such Stockholder may be entitled, if any, in accordance with the provisions of SCHEDULE A hereto, (ii) that number of shares of LeukoSite Stock representing the percentage of the Aggregate Subsequent Consideration Shares to which such Stockholder may be entitled, if any, in accordance with the provisions of SCHEDULE A hereto (it being understood that any such right of such Stockholder to receive such number of shares of LeukoSite Stock is a contingent right that is dependent, among other things, on whether LeukoSite is required to issue any Aggregate Subsequent Consideration Shares pursuant to Section 3.8(a) hereof), (iii) that number of shares of LeukoSite Stock representing the percentage of the Milestone Shares to which such Stockholder may be entitled, if any, in accordance with the provisions of SCHEDULE A hereto (it being understood that any such right of such Stockholder to receive such number of shares of LeukoSite Stock is a contingent right that is dependent, among other things, on whether LeukoSite is required to issue any Milestone Shares pursuant to Section 3.8(c) hereof), and (iv) cash payments each equal to the percentage of any Aggregate Contingent Consideration Payment to which such Stockholder may be entitled, if any, in accordance with the provisions of SCHEDULE A hereto (it being understood that any such right of such Stockholder to receive any such cash payment is a contingent right that is dependent, among other things, on whether LeukoSite is required to pay any Aggregate Contingent Consideration Payment pursuant to Sections 3.8(b), 3.8(c), 3.8(d), 3.8(e) or 3.8(f) hereof). Notwithstanding anything in this Section 3.6(a) or in SCHEDULE A hereto to the contrary, no fractional shares of LeukoSite Stock shall be issued in connection with the Merger, but cash payments shall be made in lieu of such fractional shares pursuant to, and in accordance with, the provisions of Section 4.6 hereof.

Cancellation of Company Stock. At the Effective Time, each share all shares of Company Stock issued issued, outstanding and outstanding held by each Stockholder immediately before the Effective Time (other than any Dissenting Shares (as defined in Section 3.6(c) belowhereof) and other than any shares of Company Stock held directly or indirectly by the Company) will shall be cancelled and, subject to and extinguished and automatically become and be converted into the provisions of Sections 3.6(c), 4.3 and 4.6 hereof, each Stockholder shall have the right to receive, in lieu of all shares of Company Stock held by such Stockholder that will be so cancelled, (i) that number of shares of LeukoSite Stock representing the percentage of the Aggregate Base Consideration Shares to which such Stockholder may be entitled, if any, in accordance with the provisions of SCHEDULE A hereto, (ii) that number of shares of LeukoSite Stock representing the percentage of the Aggregate Subsequent Consideration Shares to which such Stockholder may be entitled, if any, in accordance with the provisions of SCHEDULE A hereto (it being understood that any such right of such Stockholder to receive such (i) subject to the provisions of this Section 3.6(a) and Sections 3.6(c) and 4.9 hereof, a portion of the Aggregate Consideration Shares equal to that number of shares of LeukoSite ABI Preferred Stock set forth opposite such Stockholder's name on Schedule 3.6(a) of the Company Disclosure Schedule and (ii) subject to the provisions of this Section 3.6(a) and Sections 3.6(c), 3.8, 3.9, 4.2 and 4.3 hereof, cash payments each equal to such Stockholder's Merger Consideration Percentage of each Contingent Consideration Amount, if any, that ABI is required to pay pursuant to Section 3.8 hereof (it being understood that the right of such Stockholder to receive any such cash payments is a contingent right that is dependent, among other things, on whether LeukoSite ABI is required to issue pay such Contingent Consideration Amount pursuant to Section 3.8 hereof). In the event of any adjustment to the number of Aggregate Subsequent Consideration Shares pursuant to to, and in accordance with, the provisions of Section 3.8(a3.7(c) hereof, then, in lieu of the shares of ABI Preferred Stock that each Stockholder would otherwise have had the right to receive pursuant to the foregoing provisions of this Section 3.6(a), (iiisuch Stockholder shall have the right to receive, subject to the provisions set forth below in this Section 3.6(a) and to the provisions of Sections 3.6(c) and 4.9 hereof, that number of shares of LeukoSite ABI Preferred Stock representing the percentage as shall be equal to such Stockholder's Merger Consideration Percentage of the Milestone total number of Aggregate Consideration Shares (after giving effect to which such Stockholder may be entitled, if any, in accordance with the provisions of SCHEDULE A hereto (it being understood that any such right of such Stockholder to receive such number of shares of LeukoSite Stock is a contingent right that is dependent, among other things, on whether LeukoSite is required to issue any Milestone Shares adjustment pursuant to Section 3.8(c) hereof), and (iv) cash payments each equal to the percentage of any Aggregate Contingent Consideration Payment to which such Stockholder may be entitled, if any, in accordance with the provisions of SCHEDULE A hereto (it being understood that any such right of such Stockholder to receive any such cash payment is a contingent right that is dependent, among other things, on whether LeukoSite is required to pay any Aggregate Contingent Consideration Payment pursuant to Sections 3.8(b), 3.8(c), 3.8(d), 3.8(e) or 3.8(f3.7(c) hereof). Notwithstanding anything in this Section 3.6(a) or in SCHEDULE A hereto to the contrary, no fractional shares of LeukoSite ABI Stock shall be issued in connection with the Merger, but cash payments shall be made in lieu of such fractional shares pursuant to, and in accordance with, the provisions of Section 4.6 4.9 hereof. Schedule 3.6(a) of the Company Disclosure Schedule sets forth (i) the name and address of each stockholder of the Company as of the date hereof, (ii) the Merger Consideration Percentage applicable to each stockholder of the Company, and (iii) the number of shares of ABI Preferred Stock that each stockholder of the Company would have the right to receive if the Merger were being consummated on the date hereof. At the Closing, the Company shall deliver to ABI an updated Schedule 3.6(a) of the Company Disclosure Schedule to reflect (i) the name and address of each Stockholder, (ii) the Merger Consideration Percentage applicable to each Stockholder and (iii) the number of shares of ABI Preferred Stock that each Stockholder has the right to receive pursuant to the Merger. From and after the Closing, any reference in this Agreement to Schedule 3.6(a) of the Company Disclosure Schedule shall be deemed to be a reference to such updated Schedule 3.6(a) of the Company Disclosure Schedule, if any.