Conversion and Cancellation of Common Stock a. At the Effective Time, (i) each issued and outstanding share of common stock of Parent shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation, and, from and after the Effective Time, the holders of all of said issued and outstanding shares of common stock of the Parent shall automatically be and become holders of shares of the Sub upon the basis above specified, whether or not certificates representing said shares are then issued and delivered and all shares of stock of the Sub acquired in the merger shall for purposes of § 203 of this title be deemed to have been acquired at the time that the shares of stock of the Parent converted in the merger were acquired; and (ii) all outstanding warrants of the Parent to purchase shares of the Parent Common Stock (“Parent Warrants”), immediately prior to the Effective Time that have not been surrendered by the holder thereof in exchange for Parent Common Stock, will at the Effective Time, be deemed be a warrant (the “Sub Warrants”) to acquire the same number of shares of Sub Common Stock as the holder of such Parent Warrants would have been entitled to receive pursuant to the Merger had such holder exercised such Parent Warrants in full immediately prior to the Effective Time at a price per share of Sub Common Stock equal to the exercise price for the shares of Parent Common Stock otherwise purchasable pursuant to such Parent Warrant. Schedule 5(a) attached hereto sets forth the name of each holder of Parent Warrants, the aggregate number of shares of Parent Common Stock that each such person may purchase pursuant to the exercise of his or her Parent Warrants and the aggregate number of shares of Sub Common Stock that each such person may purchase upon exercise of Sub Warrants acquired pursuant to this Section 5(a). By its signature hereunder, Sub expressly assumes the obligation to issue Sub Common Stock to the holders of Sub Warrants upon exercise thereof, in accordance with the provisions of this Section 5(a).
Conversion and Cancellation of Common Stock. At the Effective Time, each share of Common Stock shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Company Stockholders, be cancelled and extinguished, and each share of Common Stock (other than Dissenting Shares) shall be converted into the right to receive the Common Per Share Merger Consideration (as reduced at the Closing by the Per Share Portion of the Escrow Amount and the Per Share Portion of the Expense Fund Amount, and subject to adjustment as provided in Section 3.4 hereof) in cash, payable in accordance with and subject to the conditions provided in this Article III. From and after the Effective Time, each holder of a share of Common Stock shall cease to have any rights with respect to such shares of Common Stock, except (i) each holder of Dissenting Shares shall have appraisal rights under the DGCL, and (ii) each holder of any other share of Common Stock shall have the right to receive the Common Per Share Merger Consideration (as reduced at the Closing by the Per Share Portion of the Escrow Amount and the Per Share Portion of the Expense Fund Amount, and subject to adjustment as provided in Section 3.4 hereof) subject to the conditions provided in this Article III.
Conversion and Cancellation of Common Stock a. At the Effective Time, (i) each issued and outstanding share of common stock of Parent shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation, and, from and after the Effective Time, the holders of all of said issued and outstanding shares of common stock of the Parent shall automatically be and become holders of shares of the Sub upon the basis above specified, whether or not certificates representing said shares are then issued and delivered and all shares of stock of the Sub acquired in the merger shall for purposes of § 203 of this title be deemed to have been acquired at the time that the shares of stock of the Parent converted in the merger were acquired; (ii) every share of Parent Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted, into the right to receive one restricted share of Surviving Corporation Preferred Stock, as shall be designated and authorized as of the Effective Time, said Surviving Corporation Preferred Stock to provide to the holders thereof, substantially identical rights as are provided by the Parent Preferred Stock; (iii) every Option and/or Warrant of Parent issued and outstanding immediately prior to the Effective Time shall be converted, into the right to receive the equivalent Option and/or Warrant of the Surviving Corporation, as shall be designated and authorized as of the Effective Time, said Surviving Corporation Option and/or Warrant to provide to the holders thereof, substantially identical rights as are provided by the Parent Option and/or Warrant.
Conversion and Cancellation of Common Stock. At the Effective Time, each share of Common Stock (after giving effect to the Conversion) shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Company Stockholders, be cancelled and extinguished, and each such share of Common Stock (other than Dissenting Shares) shall be converted into the right to receive the Per Share Amount (rounded to the nearest whole cent in the aggregate with respect to each holder of Common Stock), which will be delivered to each Company Stockholder, provided that such Company Stockholder has executed and delivered to the Company a Letter of Transmittal. From and after the Effective Time, each holder of a Certificate or Book Entry Share representing Common Stock shall cease to have any rights with respect to such shares of Common Stock, except (i) as provided in this Agreement and (ii) Dissenting Shares shall have appraisal rights under the DGCL.
