Common use of Conversion of Company Common Stock; Merger Consideration Clause in Contracts

Conversion of Company Common Stock; Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of each share of the common stock of the Company (“Company Common Stock”) that is issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive the consideration set forth below in Section 2.5(c) below (the “Merger Consideration”). (a) Each share of common stock of Merger Sub, if any, then held by DSKX, Merger Sub or any other wholly-owned Subsidiary of DSKX shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) All of the issued and outstanding Radiancy Shares shall be converted into one (1) validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation which shall be issued to and registered in the name of DSKX. (c) Subject to the terms and conditions of this Agreement (including the provisions of Section 2.7 below), at the Effective Time, by virtue of the Merger, and without any action on the part of any Party, the sole consideration payable to PHMD under this Agreement (the “Merger Consideration”) shall be the sum of (i) the 2,000,000 shares of Series A Preferred Stock, and (ii) the DSKX Note. On the Closing Date and simultaneous with the Effective Time of the Merger, DSKX shall issue to PHMD (A) the DSKX Note, and (B) a stock certificate evidencing the 2,000,000 shares of DSKX Series A Preferred Stock. (d) All of the shares of DSKX Common Stock and DSKX preferred stock, including the DSKX Series A Preferred Stock outstanding immediately prior to the Effective Time of the Merger shall be unaffected as a result of the Merger and shall remain outstanding immediately after the Effective Time of the Merger.

Conversion of Company Common Stock; Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of each share of the common stock of the Company (“Company Common Stock”) that is issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive the consideration set forth below in Section 2.5(c) below (the “Merger Consideration”). (a) Each share of common stock of Merger Sub, if any, then held by DSKX, Merger Sub or any other wholly-owned Subsidiary of DSKX shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) All of the issued and outstanding Radiancy Company Shares shall be converted into one (1) validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation which shall be issued to and registered in the name of DSKX. (c) Subject to the terms and conditions of this Agreement (including the provisions of Section 2.7 below), at the Effective Time, by virtue of the Merger, and without any action on the part of any Party, the sole consideration payable to PHMD under this Agreement (the “Merger Consideration”) shall be the sum of (i) the 2,000,000 shares of Series A Preferred Stock, and (ii) the delivery by DSKX Note. On the Closing Date and simultaneous with the Effective Time of the Merger, DSKX shall issue to PHMD (A) the DSKX Note, and (B) of a stock certificate evidencing the 2,000,000 shares of DSKX Series A Preferred StockClosing Photo-Tech Merger Shares. (d) All of the shares of DSKX Common Stock and DSKX preferred stock, including the DSKX Series A Preferred Stock Stock, outstanding immediately prior to the Effective Time of the Merger shall be unaffected as a result of the Merger and shall remain outstanding immediately after the Effective Time of the Merger.