Conversion of Company Securities. The shares of Company Stock (as defined below) issued and outstanding immediately prior to the Effective Time shall be cancelled or converted as set forth in this Section 1.5 into the right to receive a number of shares of Parent Common Stock such that the aggregate number of shares of Parent Common Stock issuable pursuant to this Agreement as a result of the Merger equals no more than 6,600,000 shares of Parent Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of the Company common stock, par value $0.00001 per share (“Company Common Stock”), and the Company Preferred Stock (as defined below, and together with the Company Common Stock, the “Company Stock”) that is owned immediately prior to the Effective Time by Parent, the Acquisition Subsidiary or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned Subsidiaries shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Each share of Series AB Preferred Stock, par value $0.00001 per share (the “Series AB Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series AB Preferred Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be converted into the right to receive 0.23856 shares of Parent Common Stock (in the aggregate, the “Merger Shares”). (c) Each share of Series AA Preferred Stock, par value $0.00001 per share (the “Series AA Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series AA Preferred Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (d) Each share of Series D Preferred Stock, par value $0.00001 per share (the “Series D Preferred Stock”, and together with the Series AB Preferred Stock and the Series AA Preferred Stock, the “Company Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series D Preferred Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (e) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Company Common Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (f) Each share of common stock, par value $0.001 per share, of the Acquisition Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid, and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation.
Appears in 1 contract
Conversion of Company Securities. The At the Effective Time by virtue of the Merger:
(i) Without any action on the part of the holders of Preferred Stock or Common Stock, each share of Preferred Stock and Common Stock issued and outstanding immediately prior to the Effective Time, and all rights and privileges in respect thereof, shall forthwith cease to exist and be converted into the right to receive:
(A) with respect to the shares of Company Series C Preferred and pro rata among all shares of Series C Preferred, an amount equal to $0.54 in cash (without interest) per share of Series C Preferred from Parent plus the amount set forth in subsection 1.6(a)(i)(D) below (the "Series C Payment");
(B) with respect to the shares of Series B Preferred and pro rata among all shares of Series B Preferred, an amount equal to $1.00 in cash (without interest) per share of Series B Preferred from Parent (the "Series B Payment");
(C) with respect to the shares of Series A Preferred and pro rata among all shares of Series A Preferred, an amount equal to $1.00 in cash (without interest) per share of Series A Preferred from Parent (the "Series A Payment"); and
(D) with respect to the shares of Series C Preferred and Common Stock and pro rata among all shares of Series C Preferred and Common Stock on an as-converted to Common Stock basis, an amount equal to the difference between the Merger Consideration (as defined below) and the sum of the aggregate payments made, or to be made, as the case may be, pursuant to subsections (A) through (C) above and Section 1.6(a)(ii) below (such amount distributed to the holder of each share of Common Stock, the "Per Common Share Merger Consideration").
(ii) Without any action on the part of the holders of the Options, the vesting of each Option issued and outstanding immediately prior to the Effective Time shall be cancelled or converted as set forth accelerate in this Section 1.5 into full. To the right extent any such Option has not been exercised prior to receive a number of shares of Parent Common Stock such that the aggregate number of shares of Parent Common Stock issuable pursuant to this Agreement as a result of the Merger equals no more than 6,600,000 shares of Parent Common Stock. At the Effective Time, by virtue each such Option, and all rights and privileges in respect thereof, shall forthwith cease to exist and shall automatically be terminated and the holder of each such Option immediately prior to such termination shall promptly after the Effective Time receive from the Surviving Corporation, for each share of Common Stock subject to each such terminated Option, an amount in cash equal to the excess, if any, of the Per Common Share Merger Consideration over the per share exercise price of such Option, without interest, in full settlement of the termination of the corresponding Option and, to the extent that the per share exercise price of any Option equals or exceeds the Per Common Share Merger Consideration, at the Effective Time such Option shall cease to exist and without automatically be terminated and the holder thereof shall not receive or be entitled to receive any consideration in respect of such Option. The amounts payable pursuant to this Section 1.6(a)(ii) shall be subject to all applicable withholding taxes.
(iii) Without any action on the part of any Party or the holder holders of any shares of the following securities:
(a) Each share of the Company common stock, par value $0.00001 per share (“Company Common Stock”), and the Company Preferred Stock (as defined below, and together with the Company Common Stocksubject to repurchase by Company, the “Company Stock”) that is owned immediately prior to the Effective Time by Parent, the Acquisition Subsidiary or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned Subsidiaries Company's repurchase rights shall automatically be cancelled lapse and retired and shall cease to exist, and no consideration such shares shall be delivered fully vested and converted into the right to receive the amount set forth in exchange thereforSection 1.6(a)(i)(D) above.
(biv) Each share Without any action on the part of Series AB Preferred Stockthe holders of the Expiring Warrants, par value $0.00001 per share (the “Series AB Preferred Stock”), each Expiring Warrant issued and outstanding immediately prior to the Effective Time Time, and all rights and privileges in respect thereof, shall forthwith cease to exist and terminate without consideration.
(v) Except pursuant to the terms of Sections 1.11, 8.3(b) and 8.5, in no event shall Parent be required to make cash payments exceeding the Merger Consideration pursuant to the terms of this Agreement. Except pursuant to the terms of Section 1.11, in no event shall Parent be required to issue any share of stock or securities or options, warrants or other than any (i) securities exercisable for or convertible into shares of Series AB Preferred Stock Parent stock or securities pursuant to be cancelled and retired in accordance with Section 1.5(a), and the terms of this Agreement. An aggregate of $13,558,804 of the Merger Consideration (ii) Dissenting Sharesas defined below) shall be converted into the right subject to receive 0.23856 shares of Parent Common Stock (escrow pursuant to Sections 1.8(b) and 8.2 and as set forth in the aggregate, the “Merger Shares”)Escrow Agreement.
(c) Each share of Series AA Preferred Stock, par value $0.00001 per share (the “Series AA Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series AA Preferred Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(d) Each share of Series D Preferred Stock, par value $0.00001 per share (the “Series D Preferred Stock”, and together with the Series AB Preferred Stock and the Series AA Preferred Stock, the “Company Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series D Preferred Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(e) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Company Common Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(f) Each share of common stock, par value $0.001 per share, of the Acquisition Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid, and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (McData Corp)
Conversion of Company Securities. The shares of Company Stock (as defined below) issued and outstanding immediately prior to the Effective Time shall be cancelled or converted as set forth in this Section 1.5 into the right to receive a number of shares of Parent Common Stock such that the aggregate number of shares of Parent Common Stock issuable pursuant to this Agreement as a result of the Merger equals no more than 6,600,000 shares of Parent Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any Party Parent, Merger Sub, the Company or the holder holders of any of the following their securities:
(ai) Each share of the Company common stock, par value $0.00001 per share (“Company Class A Common Stock”), Stock and the Company Preferred Stock (as defined below, and together with the Company Common Stock, the “Company Stock”) that is owned immediately prior to the Effective Time by Parent, the Acquisition Subsidiary or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned Subsidiaries shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(b) Each each share of Series AB Preferred Stock, par value $0.00001 per share (the “Series AB Preferred Stock”), issued and Company Class B Common Stock outstanding immediately prior to the Effective Time (other than any (i) such shares of Series AB Preferred Stock to be cancelled and retired canceled in accordance with Section 1.5(a2.3(a)(iii) and subject to Section 2.4(f), and (ii) Dissenting Shares) shall be converted into and represent the right to receive 0.23856 receive, and shall be exchangeable for:
(A) a number of shares (or a fraction of a share) of Parent Common Stock equal to the quotient (rounded to the nearest one-one thousandth of a share) obtained by dividing the Parent Common Stock Number by the Company Stock Number (such quotient being referred to as the "Parent Common Stock Exchange Ratio"), and
(B) a number of shares (or a fraction of a share) of Class A Liberty Group Stock equal to the quotient (rounded to the nearest one-thousandth of a share) obtained by dividing the Liberty Group Stock Number by the Company Stock Number (such quotient being referred to as the "Class A Liberty Group Stock Exchange Ratio" and, together with the Parent Common Stock Exchange Ratio, as the "Exchange Ratios").
(ii) All shares of Parent Common Stock (in the aggregateand Class A Liberty Group Stock issued pursuant to this Section 2.3(a) will be validly issued, the “Merger Shares”).
(c) Each share of Series AA Preferred Stock, par value $0.00001 per share (the “Series AA Preferred Stock”), issued fully paid and outstanding immediately prior to the Effective Time (other than any (i) non-assessable. All shares of Series AA Preferred Company Stock to shall no longer be cancelled outstanding and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall automatically be cancelled canceled and retired and shall cease to exist, and no consideration each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the shares of Parent Common Stock and Class A Liberty Group Stock to be delivered issued pursuant to this Section 2.3(a) (and any dividends or other distributions and any cash in exchange thereforlieu of a fractional share payable pursuant to Sections 2.4(f) and 2.4(g)) with respect thereto upon the surrender of such certificate in accordance with Section 2.4, without interest.
(diii) Each share of Series D Preferred Stock, par value $0.00001 per share (the “Series D Preferred Stock”, and together with the Series AB Preferred Company Stock and the Series AA Preferred Stock, the “Company Preferred Stock”), issued and outstanding that immediately prior to the Effective Time (other than any (i) shares of Series D Preferred Stock to is held by the Company as a treasury share shall be cancelled canceled and retired in accordance with Section 1.5(a), without payment of any consideration thereof and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange thereforwithout any conversion thereof into the Merger Consideration.
(e) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Company Common Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(f) Each share of common stock, par value $0.001 per share, of the Acquisition Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid, and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation.
Appears in 1 contract
Conversion of Company Securities. The shares of Company Stock (as defined below) issued and outstanding immediately prior to the Effective Time shall be cancelled or converted as set forth in this Section 1.5 into the right to receive a number of shares of Parent Common Stock such that the aggregate number of shares of Parent Common Stock issuable pursuant to this Agreement as a result of the Merger equals no more than 6,600,000 shares of Parent Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:
(a) Each share of the Company (i) common stock, par value $0.00001 per share share, of the Company (“Company Common Stock”), and the Company Preferred Stock (as defined below, and together with the Company Common Stock, the “Company Stock”ii) that is owned immediately prior to the Effective Time by Parent, the Acquisition Subsidiary or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned Subsidiaries shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(b) Each share of Series AB A Preferred Stock, par value $0.00001 per share share, of the Company (the “Series AB A Preferred Stock”), (iii) Series B-1 Preferred Stock, par value $0.00001 per share, of the Company (the “Series B-1 Preferred Stock”), and (iv) Series B-2 Preferred Stock, par value $0.00001 per share, of the Company (the “Series B-2 Preferred Stock,” and together with the Series B-1 Preferred Stock, the “Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series AB Preferred Stock to be cancelled and retired in accordance with Section 1.5(aDissenting Shares, as defined below), and (ii) Dissenting Shares) shall be converted into and represent the right to receive 0.23856 such number of shares of Parent Common Stock (in the aggregate, as is equal to the “Merger Shares”).
(cConversion Ratio” set forth on Schedule 1.5(a) Each hereto, and each share of Series AA C Preferred Stock, par value $0.00001 per share share, of the Company (the “Series AA C Preferred Stock” and, together with the Series A Preferred Stock and Series B Preferred Stock, the “Company Preferred Stock”); the Company Preferred Stock, together with the Company Common Stock, is referred to herein as the “Company Stock”) issued and outstanding immediately prior to the Effective Time (other than any (i) Dissenting Shares, as defined below), shall be converted into and represent the right to receive such number of shares of Parent Common Stock as is equal to the “Series AA Preferred Stock C Conversion Ratio” set forth on Schedule 1.5(a) hereto such that the post-Merger capitalization structure shall be as set forth in Exhibit A. An aggregate of 26,666,667 shares of Parent Common Stock, subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be cancelled and retired in accordance with Section 1.5(a), and issuable to the stockholders of record of the Company (ii) including Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(d) Each share of Series D Preferred Stock, par value $0.00001 per share (the “Series D Preferred Stock”, and together with the Series AB Preferred Stock and the Series AA Preferred Stock, the “Company Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) the “Company Stockholders”). The shares of Series D Preferred Parent Common Stock into which the shares of Company Stock are converted pursuant to this Section shall be cancelled and retired in accordance with Section 1.5(areferred to herein as the “Merger Shares.” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock occurring or having a record date on or after the date hereof and (ii) Dissenting Shares) shall be cancelled and retired and shall cease prior to exist, and no consideration shall be delivered in exchange thereforthe Effective Time.
(eb) Each share of After the Effective Time, the Parent shall deliver certificates (which, for all purposes in this Agreement, may be in book entry form) for the Merger Shares to each Company Common Stock issued and outstanding Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time (other than any (i) shares of represented Company Common Stock to be cancelled converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the transfer agent for the Parent Common Stock. If any Company Stock Certificate shall have been lost, stolen or destroyed, the transfer agent for the Parent Common Stock may, in its sole discretion and retired in accordance as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease respect to exist, and no consideration shall be delivered in exchange thereforsuch Company Stock Certificate.
(fc) Each issued and outstanding share of common stock, par value $0.001 0.0001 per share, of the Acquisition Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid, paid and nonassessable share of common stock, par value $0.001 per share, stock of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Exicure, Inc.)
Conversion of Company Securities. The shares of Company Stock (as defined below) issued and outstanding immediately prior to the Effective Time shall be cancelled or converted as set forth in this Section 1.5 into the right to receive a number of shares of Parent Common Stock such that the aggregate number of shares of Parent Common Stock issuable pursuant to this Agreement as a result of the Merger equals no more than 6,600,000 shares of Parent Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any Party Parent, Merger Sub, the Company or the holder holders of any shares of the following securitiesCompany Common Stock:
(a) Each share of the Company common stock, par value $0.00001 per share (“Company Common Stock”), and the Company Preferred Stock (as defined below, and together with the Company Common Stock, the “Company Stock”) that is owned immediately prior to the Effective Time by Parent, the Acquisition Subsidiary or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned Subsidiaries shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(b) Each share of Series AB Preferred Stock, par value $0.00001 per share (the “Series AB Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series AB Preferred Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be converted into the right to receive 0.23856 shares of Parent Common Stock (in the aggregate, the “Merger Shares”).
(c) Each share of Series AA Preferred Stock, par value $0.00001 per share (the “Series AA Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series AA Preferred Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(d) Each share of Series D Preferred Stock, par value $0.00001 per share (the “Series D Preferred Stock”, and together with the Series AB Preferred Stock and the Series AA Preferred Stock, the “Company Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series D Preferred Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(e) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Company Common Stock to be cancelled canceled pursuant to Section 2.3(a)(ii) and retired in accordance with Section 1.5(a)other than Dissenting Shares, if any) will be converted into and represent the right to receive, and will be exchangeable for, .2750 (iithe "Exchange Ratio") Dissenting Shares) shall of a validly issued, fully paid and nonassessable share of Parent Series A Stock. At the Effective Time, all such shares of Company Common Stock will no longer be cancelled outstanding and will automatically be canceled and retired and shall will cease to exist, and no consideration shall each holder of a certificate representing any such shares will cease to have any rights with respect thereto, except the right to receive the shares of Parent Series A Stock to be delivered issued pursuant to this Section 2.3(a)(i) (and any dividends or other distributions and any cash in exchange thereforlieu of a fractional share payable pursuant to Sections 2.4(f) and 2.4(g)) with respect thereto upon the surrender of such certificate in accordance with Section 2.4, without interest.
(fii) Each share of Company Common Stock (not including any common stock, par value $0.001 per share, stock of the Acquisition Surviving Corporation that is issued under Section 2.3(b)) that immediately prior to the Effective Time is (x) owned of record by Parent, Merger Sub or any Wholly-Owned Subsidiary of Parent or (y) held in the treasury of the Company or held by any Wholly-Owned Subsidiary of the Company will automatically be canceled, retired and cease to exist without payment of any consideration thereof and without any conversion thereof into Parent Series A Stock.
(iii) Each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issuedTime, fully paidwill, by virtue of the Merger, and nonassessable without any further act on the part of any holder thereof, remain as an issued and outstanding share of common stock, par value $0.001 per share, preferred stock of the Surviving CorporationCorporation that will have the powers, designations, preferences and relative, participating, optional or other rights, if any, and the qualifications limitations and restrictions thereof, as are set forth in the certificate of designations for such Company Preferred Stock immediately prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Liberty Satellite & Technology Inc)
Conversion of Company Securities. The shares of Company Stock (as defined below) issued and outstanding immediately prior to the Effective Time shall be cancelled or converted as set forth in this Section 1.5 into the right to receive a number of shares of Parent Common Stock such that the aggregate number of shares of Parent Common Stock issuable pursuant to this Agreement as a result of the Merger equals no more than 6,600,000 shares of Parent Common Stock. At the Effective Time, by By virtue of the Merger and without any action on the part of any Party or the holder of any of the following securitiesthereof:
(a) Each share of the Company common stock, par value $0.00001 per share (“Company Common Stock”), and the Company Preferred Stock (as defined below, and together with the Company Common Stock, the “Company Stock”) that is owned immediately prior to the Effective Time by Parent, the Acquisition Subsidiary or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned Subsidiaries shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(b) Each share of Series AB Preferred Stock, par value $0.00001 per share (the “Series AB Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series AB Preferred Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be converted into the right to receive 0.23856 shares of Parent Common Stock (in the aggregate, the “Merger Shares”).
(c) Each share of Series AA Preferred Stock, par value $0.00001 per share (the “Series AA Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series AA Preferred Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(d) Each share of Series D Preferred Stock, par value $0.00001 per share (the “Series D Preferred Stock”, and together with the Series AB Preferred Stock and the Series AA Preferred Stock, the “Company Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series D Preferred Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(e) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Company Common Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(f) Each share of common stock, par value $0.001 0.01 per share, of the Acquisition Subsidiary Company (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time Time, other than shares cancelled pursuant to Section 3.1(a) of this Agreement, shall cease to be outstanding and shall cease to exist and shall be converted automatically, subject to Sections 3.1(d) and 3.2(d), into and become one validly issued, the right to receive 0.6199 (the “Exchange Ratio”) fully paid, paid and nonassessable share shares of common stock, $0.01 par value $0.001 per share, of Parent (“Parent Common Stock”) (such fraction of a share of Parent Common Stock, together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 3.2(d), collectively are referred to as the “Common Merger Consideration”).
(ii) Each share of Company Preferred Stock outstanding immediately prior to the Effective Time, other than shares cancelled pursuant to Section 3.1(a) and shares as to which appraisal rights have been exercised pursuant to Section 3.1(e), shall cease to be outstanding and shall be retired and cease to exist and be converted automatically, subject to Section 3.2(d), into the right to receive that Common Merger Consideration into which each such share of Company Preferred Stock would have been converted pursuant to Section 3.1(b)(i) had such share of Company Preferred Stock been converted (as contemplated by Section 6(d) of the Certificate of Designations) into shares of Company Common Stock immediately before the Effective Time (the “Preferred Merger Consideration” and, together with the Common Merger Consideration, the “Merger Consideration”).
(iii) At the Effective Time, each Certificate theretofore representing shares of Company Common Stock or shares of Company Preferred Stock (except as provided in Section 3.1(e) with respect to shares of Company Preferred Stock as to which appraisal rights have been exercised), as the case may be, shall, without any action on the part of the Company, Parent or the holder thereof, represent, and shall be deemed to represent from and after the Effective Time, the right to receive the number of shares of Parent Common Stock (and cash in lieu of any fractional share) as determined in accordance with Sections 3.1(b)(i) and 3.1(b)(ii) above and shall cease to represent any rights in any shares of capital stock of the Company or Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Lendingtree Inc)
Conversion of Company Securities. The shares of Company Stock (as defined below) issued and outstanding immediately prior to the Effective Time shall be cancelled or converted as set forth in this Section 1.5 into the right to receive a number of shares of Parent Common Stock such that the aggregate number of shares of Parent Common Stock issuable pursuant to this Agreement as a result of the Merger equals no more than 6,600,000 shares of Parent Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:
(a) Each share of the Company common stock, $0.001 par value $0.00001 per share share, of the Company (“Company Common Stock”), and the Company Preferred Stock (as defined below, and together with the Company Common Stock, the “Company StockShares”) that is owned immediately prior to the Effective Time by Parent, the Acquisition Subsidiary or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned Subsidiaries shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(b) Each share of Series AB Preferred Stock, par value $0.00001 per share (the “Series AB Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any Company Shares owned beneficially by the Parent or the Acquisition Subsidiary and Dissenting Shares (i) shares of Series AB Preferred Stock to be cancelled and retired in accordance with Section 1.5(aas defined below), and (ii) Dissenting Shares) shall be converted into and represent the right to receive 0.23856 (subject to the provisions of Section 1.6) such number of shares of common stock, par value $0.001 per share, of the Parent (“Parent Common Stock”) as is equal to the Common Conversion Ratio (as defined below). An aggregate of 12,500,000 shares of Parent Common Stock, on a fully-diluted basis, shall be issued to the security holders of the Company in connection with the Merger.
(b) The “Common Conversion Ratio” shall be obtained by dividing (i) 12,500,000 shares of Parent Common Stock by (in ii) the aggregate, the “Merger Shares”).
(c) Each share total number of Series AA Preferred Stock, par value $0.00001 per share (the “Series AA Preferred Stock”), issued and outstanding Company Shares immediately prior to the Effective Time on a fully diluted basis after giving effect to the exercise of all outstanding common stock purchase warrants (other than any (i) “Warrants”), the conversion into Company Shares of all shares of outstanding Series AA A Preferred Stock (“Series A Preferred”), Series B Preferred Stock (“Series B Preferred”) and Series C Preferred Stock (“Series C Preferred” and, collectively with the Series A Preferred and the Series B Preferred, the “Preferred Shares”), of the Company, the exercise of all outstanding options to purchase Company Shares (“Options”) and the conversion or exercise of all other rights to acquire Company Shares. The Parties agree that the Common Conversion Ratio shall be cancelled and retired 1.52350763 shares of Parent Common Stock for every one Company Share. The Company Stockholders shall be entitled to receive immediately 95% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5 (the “Initial Shares”) pro rata in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(d) Each share their respective holdings of Series D Preferred Stock, par value $0.00001 per share (the “Series D Preferred Stock”, and together with the Series AB Preferred Stock and the Series AA Preferred Stock, the “Company Preferred Stock”), issued and outstanding Shares immediately prior to the Effective Time (other than any (i) Closing; the remaining 5% of the shares of Series D Preferred Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5, rounded to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Escrow Shares”), shall be cancelled deposited in escrow pursuant to Section 1.9 and retired shall be held and disposed of in accordance with Section 1.5(a)the terms of the Escrow Agreement and, if and (ii) Dissenting as released from escrow, will be distributed to the Company Stockholders pro rata according to their holdings of the Initial Shares as of the Closing. The Initial Shares and the Escrow Shares shall together be referred to herein as the “Merger Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.”
(ec) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Company Common Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(f) Each share of common stock, par value $0.001 per share, of the Acquisition Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid, paid and nonassessable share of common stock, par value $0.001 per share, stock of the Surviving Corporation.
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Conversion of Company Securities. The shares of Company Stock (as defined below) issued and outstanding immediately prior to the Effective Time shall be cancelled or converted as set forth in this Section 1.5 into the right to receive a number of shares of Parent Common Stock such that the aggregate number of shares of Parent Common Stock issuable pursuant to this Agreement as a result of the Merger equals no more than 6,600,000 shares of Parent Common Stock. At the Effective Time, by By virtue of the Merger and without any action on the part of any Party or the holder of any of the following securitiesthereof:
(a) Each share of the Company common stock, par value $0.00001 per share (“Company Common Stock”), and the Company Preferred Stock (as defined below, and together with the Company Common Stock, the “Company Stock”) that is owned immediately prior to the Effective Time by Parent, the Acquisition Subsidiary or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned Subsidiaries shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(b) Each share of Series AB Preferred Stock, par value $0.00001 per share (the “Series AB Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series AB Preferred Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be converted into the right to receive 0.23856 shares of Parent Common Stock (in the aggregate, the “Merger Shares”).
(c) Each share of Series AA Preferred Stock, par value $0.00001 per share (the “Series AA Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series AA Preferred Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(d) Each share of Series D Preferred Stock, par value $0.00001 per share (the “Series D Preferred Stock”, and together with the Series AB Preferred Stock and the Series AA Preferred Stock, the “Company Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series D Preferred Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(e) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Company Common Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(f) Each share of common stock, par value $0.001 .01 per share, of the Acquisition Subsidiary Company (the "Company Common Stock") issued and outstanding immediately prior to the Effective Time Time, other than shares cancelled pursuant to Section 3.1(a) of this Agreement, and shares as to which appraisal rights have been exercised pursuant to Section 3.1(e) below, shall cease to be outstanding and shall cease to exist and shall be converted automatically, subject to Sections 3.1(d) and 3.3(d) below, into and become one validly issued, the right to receive .068 (the "Common Exchange Ratio") fully paid, paid and nonassessable shares of common stock, no par value per share, of Parent (the "Parent Common Stock") (such fraction of a share of common Parent Common Stock, together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 3.3(d), collectively are referred to as the "Common Merger Consideration").
(ii) Each share of class A convertible preferred stock, par value $0.001 .01 per share, of the Company (the "Company Preferred Stock") issued and outstanding immediately prior to the Effective Time, other than shares cancelled pursuant to Section 3.1(a) of this Agreement, shall cease to be outstanding and shall be retired and cease to exist and be converted automatically, subject to Section 3.1(d) and 3.3(d) below, into the right to receive: (A) cash in the amount of $.9333 per share; (B) .127 (the "Preferred Exchange Ratio") fully paid and nonassessable shares of Parent Common Stock; and (C) a warrant to purchase .28 shares of Parent Common Stock pursuant to a warrant substantially in the form of Exhibit C attached hereto (each a "Warrant" and collectively the "Warrants") (the "Preferred Merger Consideration" and, together with the Common Merger Consideration and the Additional Preferred Merger Consideration, the "Merger Consideration").
(iii) At the Effective Time, each Certificate theretofore representing shares of Company Common Stock (except as provided in Section 3.1(e) with respect to shares of Company Common Stock as to which appraisal rights have been exercised) or shares of Company Preferred Stock, as the case may be shall, without any action on the part of the Company, Parent or the holder thereof, represent, and shall be deemed to represent from and after the Effective Time, the right to receive the applicable Merger Consideration as determined in accordance with Sections 3.1(b)(i) and 3.1(b)(ii) above and shall cease to represent any rights in any shares of capital stock of the Company or the Surviving Corporation.
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Samples: Merger Agreement (Owosso Corp)
Conversion of Company Securities. The shares of Company Stock (as defined below) issued and outstanding immediately prior to the Effective Time shall be cancelled or converted as set forth in this Section 1.5 into the right to receive a number of shares of Parent Common Stock such that the aggregate number of shares of Parent Common Stock issuable pursuant to this Agreement as a result of the Merger equals no more than 6,600,000 shares of Parent Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:
(a) Each share of the Company common stock, $0.001 par value $0.00001 per share share, of the Company (“Company Common Stock”), and the Company Preferred Stock (as defined below, and together with the Company Common Stock, the “Company StockShares”) that is owned immediately prior to the Effective Time by Parent, the Acquisition Subsidiary or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned Subsidiaries shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(b) Each share of Series AB Preferred Stock, par value $0.00001 per share (the “Series AB Preferred Stock”), issued and outstanding outstanding, on a fully-diluted basis, immediately prior to the Effective Time (other than any Company Shares owned beneficially by the Parent or the Acquisition Subsidiary and Dissenting Shares (i) shares of Series AB Preferred Stock to be cancelled and retired in accordance with Section 1.5(aas defined below), and (ii) Dissenting Shares) shall be converted into and represent the right to receive 0.23856 (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock (in the aggregate, the “Merger Shares”).
(c) Each share of Series AA Preferred Stockcommon stock, par value $0.00001 per share share, of the Parent (the “Series AA Preferred Parent Common Stock”) as is equal to the Common Conversion Ratio (as defined below). An aggregate of 16,666,667 shares of Parent Common Stock, on a fully-diluted basis, shall be issued and to the security holders of the Company in connection with the Merger.
(b) The “Common Conversion Ratio” shall be obtained by dividing (i) 16,666,667 shares of Parent Common Stock by (ii) the total number of outstanding Company Shares immediately prior to the Effective Time on a fully diluted basis after giving effect to the exercise of all outstanding common stock purchase warrants (other than any “Warrants”), the exercise of all outstanding options to purchase Company Shares (i) “Options”), the conversion into Company Shares of all issued and outstanding shares of Series AA Preferred preferred stock, $0.001 par value per share, of the Company (“Company Preferred”) and all other rights to acquire Company Shares. The parties agree that the Common Conversion Ratio shall be 1.7064515 shares of Parent Common Stock for every one Company Share The Company Stockholders shall be entitled to be cancelled and retired receive immediately 95% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5 (the “Initial Shares”) pro rata in accordance with their respective holdings of Company shares immediately prior to the Closing; the remaining 5% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5(a1.5, rounded to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Escrow Shares”), and (ii) Dissenting Shares) shall be cancelled and retired deposited in escrow pursuant to Section 1.9 and shall cease be held and disposed of in accordance with the terms of the Escrow Agreement and, if and as released from escrow, will be distributed to existthe Company Stockholders pro rata according to their holdings of the Initial Shares as of the Closing. The Initial Shares and the Escrow Shares shall together be referred to herein as the “Merger Shares.”
(c) Parent Options, and no consideration as that term is defined in Section 1.8(a) below, to purchase 2,376,807 shares of Parent Common Stock shall be delivered issued in exchange thereforfor outstanding Options to purchase Company Shares.
(d) Each share of Series D Preferred Stock, par value $0.00001 per share (the “Series D Preferred Stock”, and together with the Series AB Preferred Stock and the Series AA Preferred Stock, the “Company Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series D Preferred Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(e) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Company Common Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(f) Each share of common stock, par value $0.001 per share, of the Acquisition Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid, paid and nonassessable share of common stock, par value $0.001 per share, stock of the Surviving Corporation.
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Samples: Merger Agreement (Modigene Inc.)
Conversion of Company Securities. The shares of Company Stock (as defined below) issued and outstanding immediately prior to the Effective Time shall be cancelled or converted as set forth in this Section 1.5 into the right to receive a number of shares of Parent Common Stock such that the aggregate number of shares of Parent Common Stock issuable pursuant to this Agreement as a result of the Merger equals no more than 6,600,000 shares of Parent Common Stock. At the Effective Time, by By virtue of the Merger and without any action on the part of any Party or the holder of any of the following securitiesthereof:
(a) Each share of the Company common stock, par value $0.00001 per share (“Company Common Stock”), and the Company Preferred Stock (as defined below, and together with the Company Common Stock, the “Company Stock”) that is owned immediately prior to the Effective Time by Parent, the Acquisition Subsidiary or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned Subsidiaries shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(b) Each share of Series AB Preferred Stock, par value $0.00001 per share (the “Series AB Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series AB Preferred Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be converted into the right to receive 0.23856 shares of Parent Common Stock (in the aggregate, the “Merger Shares”).
(c) Each share of Series AA Preferred Stock, par value $0.00001 per share (the “Series AA Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series AA Preferred Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(d) Each share of Series D Preferred Stock, par value $0.00001 per share (the “Series D Preferred Stock”, and together with the Series AB Preferred Stock and the Series AA Preferred Stock, the “Company Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series D Preferred Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(e) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Company Common Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(f) Each share of common stock, par value $0.001 0.01 per share, of the Acquisition Subsidiary Company (the "COMPANY COMMON STOCK") issued and outstanding immediately prior to the Effective Time Time, other than shares cancelled pursuant to Section 3.1(a) of this Agreement, shall cease to be outstanding and shall cease to exist and shall be converted automatically, subject to Sections 3.1(d) and 3.2(d), into and become one validly issued, the right to receive 0.6199 (the "EXCHANGE RATIO") fully paid, paid and nonassessable share shares of common stock, $0.01 par value $0.001 per share, of Parent ("PARENT COMMON STOCK") (such fraction of a share of Parent Common Stock, together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 3.2(d), collectively are referred to as the "COMMON MERGER CONSIDERATION").
(ii) Each share of Company Preferred Stock outstanding immediately prior to the Effective Time, other than shares cancelled pursuant to Section 3.1(a) and shares as to which appraisal rights have been exercised pursuant to Section 3.1(e), shall cease to be outstanding and shall be retired and cease to exist and be converted automatically, subject to Section 3.2(d), into the right to receive that Common Merger Consideration into which each such share of Company Preferred Stock would have been converted pursuant to Section 3.1(b)(i) had such share of Company Preferred Stock been converted (as contemplated by Section 6(d) of the Certificate of Designations) into shares of Company Common Stock immediately before the Effective Time (the "PREFERRED MERGER CONSIDERATION" and, together with the Common Merger Consideration, the "MERGER CONSIDERATION").
(iii) At the Effective Time, each Certificate theretofore representing shares of Company Common Stock or shares of Company Preferred Stock (except as provided in Section 3.1(e) with respect to shares of Company Preferred Stock as to which appraisal rights have been exercised), as the case may be, shall, without any action on the part of the Company, Parent or the holder thereof, represent, and shall be deemed to represent from and after the Effective Time, the right to receive the number of shares of Parent Common Stock (and cash in lieu of any fractional share) as determined in accordance with Sections 3.1(b)(i) and 3.1(b)(ii) above and shall cease to represent any rights in any shares of capital stock of the Company or Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Usa Interactive)
Conversion of Company Securities. The shares of Company Stock (as defined below) issued and outstanding immediately prior to the Effective Time shall be cancelled or converted as set forth in this Section 1.5 into the right to receive a number of shares of Parent Common Stock such that the aggregate number of shares of Parent Common Stock issuable pursuant to this Agreement as a result of the Merger equals no more than 6,600,000 shares of Parent Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:
(a) Each Subject to Section 1.6 and Section 1.8, at the Effective Time, each (i) share of common stock of the Company common stock, par value $0.00001 per share (the “Company Common StockShares”), (ii) Series A preferred stock of the Company (the “Company Series A Preferred Shares”), (iii) Series A-2 preferred stock of the Company (the “Company Series A-2 Preferred Shares”), (iv) Series B preferred stock of the Company (the “Company Series B Preferred Shares”), (v) Series C preferred stock of the Company (the “Company Series C Preferred Shares”), (vi) Series D preferred stock of the Company (the “Company Series D Preferred Shares”), and (vii) Series E preferred stock of the Company (the “Company Series E Preferred Shares,” and, together with the Company Series A Preferred Shares, the Company Series A-2 Preferred Shares, the Company Series B Preferred Shares, the Company Series C Preferred Shares, and the Company Series D Preferred Shares, the “Company Preferred Shares”; the Company Preferred Stock (as defined belowShares, and together with the Company Common StockShares, are referred to herein as the “Company StockShares”) that is owned immediately prior to the Effective Time by Parent, the Acquisition Subsidiary or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned Subsidiaries shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(b) Each share of Series AB Preferred Stock, par value $0.00001 per share (the “Series AB Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series AB Preferred Stock to be cancelled and retired in accordance with Section 1.5(aDissenting Shares as defined below), and (ii) Dissenting Shares) shall be converted into and represent the right to receive 0.23856 (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock (in as is equal to the aggregatenumber of Company Shares multiplied by the “Conversion Ratio” for that class or series set forth on Schedule 1.5(a) hereto, rounded down to the nearest whole share. The shares of Parent Common Stock into which the Company Shares are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Shares occurring or having a record date on or after the date hereof and prior to the Effective Time.
(b) After the Effective Time, the Parent shall deliver or cause to be delivered certificates (which, for all purposes in this Agreement, may be in book entry form) for the Merger Shares to each Company Stockholder entitled thereto pursuant to Section 1.5(a) and cash pursuant to Section 1.8 who shall have presented a certificate that immediately prior to the Effective Time represented Company Shares to be converted into Merger Shares pursuant to this Section 1.5 or cash pursuant to Section 1.8, as applicable (the “Company Shares Certificates”). If any Company Shares Certificate shall have been lost, stolen or destroyed, the Parent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Shares Certificate to provide an appropriate affidavit with respect to such Company Shares Certificate (without the requirement to post a bond).
(c) Each share of Series AA Preferred Stock, par value $0.00001 per share (the “Series AA Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series AA Preferred Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(d) Each share of Series D Preferred Stock, par value $0.00001 per share (the “Series D Preferred Stock”, and together with the Series AB Preferred Stock and the Series AA Preferred Stock, the “Company Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series D Preferred Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(e) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Company Common Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(f) Each share of common stock, par value $0.001 0.0001 per share, of the Acquisition Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid, paid and nonassessable share of common stock, par value $0.001 per share, stock of the Surviving Corporation.
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