Common use of Company Capital Stock Clause in Contracts

Company Capital Stock. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the First Merger and without any action on the part of Parent, Merger Sub I, Merger Sub II, the Company or the holders of shares of Company Capital Stock, each share of Company Capital Stock (including for clarity each Company Restricted Share) issued and outstanding immediately prior to the Effective Time will be cancelled and will be converted automatically into the non-transferable right to receive the Milestone Payments in accordance with Section 1.12.

Company Capital Stock. Upon Subject to the terms and subject to the conditions of this Agreement, at as of the Effective Time, by virtue of the First Merger and without any action on the part of Parent, Merger Sub I, Merger Sub IISub, the Company or the holders of shares of any Company Capital Stock, Stockholder each share of Company Capital Stock (including for clarity each Company Restricted Shareother than any Dissenting Shares) issued shall be canceled and outstanding immediately prior to the Effective Time will be cancelled extinguished and will be converted automatically into the non-transferable right to receive receive, upon surrender of the Milestone Payments certificate representing such share of Company Capital Stock in accordance with Section 1.12.the manner set forth in this Agreement, the Merger Consideration in the following manner:

Company Capital Stock. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the First Merger and without any action on the part of Parent, Merger Sub I, Merger Sub IISub, the Company or the holders of shares of Company Capital Stockany Stockholder, each outstanding share of Company Capital Stock (including for clarity each Company Restricted Share) issued and outstanding immediately prior to the Effective Time Time, will be cancelled canceled and will extinguished and be converted automatically into the non-transferable right to receive a portion of the Milestone Payments Merger Consideration as determined in accordance with Section 1.12.the terms of the Company Charter Documents as set forth on attached Schedule I.

Company Capital Stock. Upon Subject to the terms and subject to the conditions of this Agreement, at as of the Effective Time, by virtue of the First Merger and without any action on the part of Parent, Merger Sub I, Merger Sub IISub, the Company or the holders of shares of any Company Capital StockShareholder, each share of Company Capital Stock (including for clarity each other than any Dissenting Shares and any shares of Company Restricted Share) issued and outstanding immediately prior Capital Stock to the Effective Time will be cancelled pursuant to Section 2.6(b)) shall, upon surrender of the certificate representing such share of Company Capital Stock in the manner set forth in Section 2.8, be canceled and will be extinguished and converted automatically into the non-transferable right to receive the Milestone Payments in accordance with Section 1.12.receive:

Company Capital Stock. Upon Subject to the terms and subject to the conditions of this Agreement, at as of the Effective Time, by virtue of the First Merger and without any action on the part of Parent, Merger Sub I, Merger Sub IISub, the Company or the holders holder of any shares of the Company Capital Stock, each share of Company Capital Stock (including for clarity each Company Restricted Share) issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as defined in Section 1.8)) will be cancelled canceled and will extinguished and be converted automatically into the non-transferable right to receive receive, upon surrender of the Milestone Payments certificate representing such share of Company Capital Stock in accordance with the manner provided in Section 1.12.1.9(c), the following: