Cancellation of Surviving Corporation Common Stock. At the Second Merger Effective Time, by virtue of the Second Merger and without any actions of the Parties or otherwise, each share of the common stock, par value $0.0001 per share, of the Surviving Corporation (the “Common Stock”) issued and outstanding immediately prior to the Second Merger Effective Time, shall automatically be canceled and extinguished without any conversion thereof, and no payment shall be made with respect thereto.
Cancellation of Surviving Corporation Common Stock. Each share of Surviving Corporation Common Stock that is issued and outstanding immediately prior to the Second Merger Effective Time (which for avoidance of doubt shall occur after the First Merger Effective Time) shall, by virtue of the Second Merger and without any action on the part of the holder thereof, be converted into the right to receive one membership interest of the Surviving Entity. Each certificate evidencing ownership of such Surviving Corporation Common Stock shall cease to have any rights with respect thereto except that thereafter it shall evidence ownership of a membership interest of the Surviving Entity. As a result of the conversions contemplated by this Section 2.02, Parent shall be the holder of all of the issued and outstanding membership interests of the Surviving Entity immediately following the Second Merger Effective Time.
