Common use of Conversion of Outstanding Shares Clause in Contracts

Conversion of Outstanding Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any party: (a) Each share of common stock of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Subsidiary evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation. (b) Except as set forth in Section 2.6(g), each share of Series B-2 Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding B-2 Share” and collectively, the “Outstanding B-2 Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series B-2 Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding B-2 Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding B-2 Shares held by such Stockholder. (c) Except as set forth in Section 2.6(g), each share of Series B-1 Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding B-1 Share” and collectively, the “Outstanding B-1 Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series B-1 Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding B-1 Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding B-1 Shares held by such Stockholder. (d) Except as set forth in Section 2.6(g), each share of Series B Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding B Share” and collectively, the “Outstanding B Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series B Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding B Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding B Shares held by such Stockholder. (e) Except as set forth in Section 2.6(g), each share of Series A Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding A Share” and collectively, the “Outstanding A Shares” and together with the Outstanding B-2 Shares, Outstanding B-1 Shares and Outstanding B Share, the “Outstanding Preferred Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series A Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding A Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding A Shares held by such Stockholder. (f) Except as set forth in Section 2.6(g), each share of Common Stock outstanding immediately prior to the Effective Time (each, an “Outstanding Common Share” and collectively, the “Outstanding Common Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Common Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding Common Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding Common Shares held by such Stockholder. (g) Each unissued share of Common Stock and preferred stock of the Company immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto.

Conversion of Outstanding Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any party: (a) Each share of common stock stock, par value $0.001 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into remain outstanding and exchanged for shall represent one validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation. Each stock certificate , so that, after the Effective Time, Parent shall be the sole holder of Merger Subsidiary evidencing ownership all of any such the issued and outstanding shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation’s common stock. (b) Except as set forth in Section 2.6(g), each Each share of Series B-2 Preferred Common Stock outstanding immediately prior to the Effective Time (each, an “Outstanding B-2 Common Share” and collectively, the “Outstanding B-2 Common Shares”) (i) shall automatically be converted into the right to receive, subject to and receive the amount(s) set forth in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series B-2 Cash Amount Per Share this Agreement and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding B-2 Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding B-2 Shares held by such Stockholder2.8. (c) Except as set forth Each share of Common Stock held in Section 2.6(g)the treasury of the Company immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, each and no payment or distribution shall be made with respect thereto. (d) Each share of Series B-1 A Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding B-1 Series A Preferred Share” and collectively, the “Outstanding B-1 Series A Preferred Shares”) ) (i) shall automatically be converted into the right to receive, subject to and receive the amount(s) set forth in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series B-1 Cash Amount Per Share this Agreement and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that any Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding B-1 Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding B-1 Shares held by such Stockholder2.8. (de) Except as set forth in Section 2.6(g), each Each share of Series B Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding Series B Preferred Share” and collectively, the “Outstanding Series B Preferred Shares”) (i) shall automatically be converted into the right to receivereceive the amount(s) set forth in this Agreement, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series B Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that any Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding B Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding B Shares held by such Stockholder2.8. (e) Except as set forth in Section 2.6(g), each share of Series A Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding A Share” and collectively, the “Outstanding A Shares” and together with the Outstanding B-2 Shares, Outstanding B-1 Shares and Outstanding B Share, the “Outstanding Preferred Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series A Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding A Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding A Shares held by such Stockholder. (f) Except as set forth in Section 2.6(g), each share of Common Stock outstanding immediately prior to the Effective Time (each, an “Outstanding Common Share” and collectively, the “Outstanding Common Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Common Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding Common Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding Common Shares held by such Stockholder. (g) Each unissued share of Common Stock and preferred stock of the Company immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto.

Conversion of Outstanding Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any party: (a) Each share of common stock stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into remain outstanding and exchanged for shall represent one validly issued, fully paid and nonassessable share of common stock stock, par value $.01 per share, of the Surviving Corporation. Each stock certificate , so that, after the Effective Time, Parent shall be the holder of Merger Subsidiary evidencing ownership all of any such the issued and outstanding shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation’s common stock. (b) Except as set forth in Section 2.6(g), each share of Series B-2 Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding B-2 Share” and collectively, the “Outstanding B-2 Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series B-2 Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding B-2 Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding B-2 Shares held by such Stockholder. (c) Except as set forth in Section 2.6(g), each share of Series B-1 Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding B-1 Share” and collectively, the “Outstanding B-1 Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series B-1 Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding B-1 Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding B-1 Shares held by such Stockholder. (d) Except as set forth in Section 2.6(g), each share of Series B Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding B Share” and collectively, the “Outstanding B Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series B Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding B Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding B Shares held by such Stockholder. (e) Except as set forth in Section 2.6(g), each share of Series A Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding A Share” and collectively, the “Outstanding A Shares” and together with the Outstanding B-2 Shares, Outstanding B-1 Shares and Outstanding B Share, the “Outstanding Preferred Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series A Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding A Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding A Shares held by such Stockholder. (f) Except as set forth in Section 2.6(g), each Each share of Common Stock (other than Dissenting Shares) outstanding immediately prior to the Effective Time (each, an “Outstanding Common Share” and collectively, the “Outstanding Common Shares”) ), (i) shall automatically be converted into the right to receiveBack to Contents receive (A) at the Effective Time, subject to and the Closing Per Share Merger Consideration, payable (in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of Section 2.11) in cash (without interest) equal to the Common Cash Amount holder thereof, without interest thereon, (B) on each date any amounts are paid to the Exchange Agent pursuant to Section 2.14 of this Agreement, the Per Share Working Capital Distribution Amount, if any, payable in cash to the holder thereof, without interest thereon, pursuant to this Agreement and the Escrow Agreement, and (C) the Per Share Escrow Distribution Amount, if any, payable in cash to the holder thereof, without interest thereon, pursuant to this Agreement and the Escrow Agreement, and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided. (c) Each share of Series A Preferred Stock (other than Dissenting Shares) outstanding immediately prior to the Effective Time (each, that Dissenting Shares an “Outstanding Series A Preferred Share” and collectively, the “Outstanding Series A Preferred Shares”) (i) shall not be so converted or represent into the right to receive (A) at the foregoing considerationEffective Time, but an amount equal to the holders product of (1) the Closing Per Share Merger Consideration, multiplied by (2) the number of shares of Common Stock into which such Dissenting Shares Outstanding Series A Preferred Share is convertible as of immediately prior to the Effective Time, payable (in accordance with Section 2.11) in cash to the holder thereof, without interest thereon, (B) on each date any amounts are paid to the Exchange Agent pursuant to Section 2.14 of this Agreement, an amount equal to the product of (1) the Per Share Working Capital Distribution Amount, multiplied by (2) the number of shares of Common Stock into which such Outstanding Series A Preferred Share is convertible as of immediately prior to the Effective Time, if any, payable in cash to the holder thereof, without interest thereon, pursuant to this Agreement and the Escrow Agreement, and (C) an amount equal to the product of (1) the Per Share Escrow Distribution Amount, multiplied by (2) the number of shares of Common Stock into which such Outstanding Series A Preferred Share is convertible as of immediately prior to the Effective Time, if any, payable in cash to the holder thereof, without interest thereon, pursuant to this Agreement and the Escrow Agreement, and (ii) shall only otherwise cease to be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding Common Shares held by such Stockholder outstanding, shall be rounded canceled and retired and cease to the nearest cent and computed after aggregating cash amounts for all Outstanding Common Shares held by such Stockholderexist. (gd) Each unissued share of Series B Preferred Stock (other than Dissenting Shares) outstanding immediately prior to the Effective Time (each, an “Outstanding Series B Preferred Share” and collectively, the “Outstanding Series B Preferred Shares”) (i) shall be converted into the right to receive (A) at the Effective Time, an amount equal to the product of (1) the Closing Per Share Merger Consideration, multiplied by (2) the number of shares of Common Stock into which such Outstanding Series B Preferred Share is convertible as of immediately prior to the Effective Time, payable (in accordance with Section 2.11) in cash to the holder thereof, without interest thereon, (B) on each date any amounts are paid to the Exchange Agent pursuant to Section 2.14 of this Agreement, an amount equal to the product of (1) the Per Share Working Capital Distribution Amount, multiplied by (2) the number of shares of Common Stock into which such Outstanding Series B Preferred Share is convertible as of immediately prior to the Effective Time, if any, payable in cash to the holder thereof, without interest thereon, pursuant to this Agreement and the Escrow Agreement, and (C) an amount equal to the product of (1) the Per Share Escrow Distribution Amount, multiplied by (2) the number of shares of Common Stock into which such Outstanding Series B Preferred Share is convertible as of immediately prior to the Effective Time, if any, payable in cash to the holder thereof, without interest thereon, pursuant to this Agreement and the Escrow Back to Contents Agreement, and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist. (e) Each share of Common Stock and preferred stock held in the treasury of the Company or by any of the Company’s Subsidiaries immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto.

Conversion of Outstanding Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any party: (a) Each share of common stock stock, no par value per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into remain outstanding and exchanged for shall represent one validly issued, fully paid and nonassessable share of common stock stock, no par value per share, of the Surviving Corporation. Each stock certificate , so that, after the Effective Time, Parent shall be the holder of Merger Subsidiary evidencing ownership all of any such the issued and outstanding shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation’s common stock. (b) Except as set forth in Section 2.6(g), each share of Series B-2 Preferred Stock outstanding immediately prior to the Effective Time (each, an “Each Outstanding B-2 Share” and collectively, the “Outstanding B-2 Shares”) Common Share (i) shall automatically be converted into the right to receivereceive (A) the Closing Per Share Common Merger Consideration, subject to and payable (in accordance with Sections Section 2.12) in cash to the holder thereof, without interest thereon, (B) the Closing Per Share Xxxxxx Consideration, payable (in accordance with Section 2.12) in cash or Xxxxxx Common Stock, as the case may be, to the holder thereof, without interest thereon, (C) subject to Section 8.4, the Per Share Parent Final Balance Sheet Adjustment Payment Amount, if any, and the Per Share Holdback Payment Amount, if any, payable in cash to the holder thereof, without interest thereon, pursuant to Section 2.12, 2.13 and 2.14 and ARTICLE X(D) subject to Section 8.4, an amount of the Per Share Future Payment Amount for each Future Payment Distribution, if any, payable in cash (without interest) equal to the Series B-2 Cash Amount holder thereof, without interest thereon, pursuant to Section 2.12, and (E) the Per Share Tax Refund Amount for each Tax Refund, if any, payable in cash to the holder thereof, without interest thereon, pursuant to Section 7.1(e), and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding B-2 Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding B-2 Shares held by such Stockholder. (c) Except as set forth in Section 2.6(g), each share of Series B-1 Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding B-1 Share” and collectively, the “Outstanding B-1 Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series B-1 Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding B-1 Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding B-1 Shares held by such Stockholder. (d) Except as set forth in Section 2.6(g), each share of Series B Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding B Share” and collectively, the “Outstanding B Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series B Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding B Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding B Shares held by such Stockholder. (e) Except as set forth in Section 2.6(g), each share of Series A Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding A Share” and collectively, the “Outstanding A Shares” and together with the Outstanding B-2 Shares, Outstanding B-1 Shares and Outstanding B Share, the “Outstanding Preferred Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series A Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding A Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding A Shares held by such Stockholder. (f) Except as set forth in Section 2.6(g), each Each share of Common Stock outstanding immediately prior to held in the Effective Time (each, an “Outstanding Common Share” and collectively, the “Outstanding Common Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Common Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding Common Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding Common Shares held by such Stockholder. (g) Each unissued share of Common Stock and preferred stock treasury of the Company immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto.

Conversion of Outstanding Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any party: (a) Each share of common stock Common Stock, par value $0.001 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable (1) share of common stock Common Stock, par value $0.001 per share, of the Surviving Corporation. Each stock certificate , so that, after the Effective Time, Parent shall be the holder of Merger Subsidiary evidencing ownership all of any such shares shall continue to evidence ownership of such shares of capital stock the issued and Outstanding Shares of the Surviving Corporation’s Common Stock. (b) Except as set forth in Section 2.6(g), each share of Series B-2 Preferred Stock Each Vested Common Share outstanding immediately prior to the Effective Time (each, an “Outstanding B-2 Share” and collectively, the “Outstanding B-2 Shares”) (i) shall automatically be converted into the right to receivereceive the Per Share Merger Consideration, subject to and payable (in accordance with Sections Section 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series B-2 Cash Amount Per Share holder thereof, without interest thereon, and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, however, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding B-2 Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding B-2 Shares held by such Stockholder2.8. (c) Except as set forth Each share of Common Stock held in the treasury of the Company, including shares repurchased prior to the Effective Time pursuant to Section 2.6(g)4.10, each or by any of the Company’s Subsidiaries immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto. (d) Each share of Series B-1 A Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding B-1 Share” and collectively, the “Outstanding B-1 Shares”) (i) shall automatically be converted into the right to receive, subject to and receive (A) cash in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series B-1 Cash A Preference Amount for such share plus (B) the Per Share Merger Consideration for such share, payable (in accordance with Section 2.12) to the holder thereof, without interest thereon, and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, however, that any Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding B-1 Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding B-1 Shares held by such Stockholder2.8. (d) Except as set forth in Section 2.6(g), each share of Series B Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding B Share” and collectively, the “Outstanding B Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series B Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding B Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding B Shares held by such Stockholder. (e) Except as set forth in Section 2.6(g), each share of Series A Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding A Share” and collectively, the “Outstanding A Shares” and together with the Outstanding B-2 Shares, Outstanding B-1 Shares and Outstanding B Share, the “Outstanding Preferred Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series A Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding A Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding A Shares held by such Stockholder. (f) Except as set forth in Section 2.6(g), each share of Common Stock outstanding immediately prior to the Effective Time (each, an “Outstanding Common Share” and collectively, the “Outstanding Common Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Common Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding Common Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding Common Shares held by such Stockholder. (g) Each unissued share of Common Stock and preferred stock of the Company immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto.

Conversion of Outstanding Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any party: (a) Each share of common stock stock, par value $.001 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into remain outstanding and exchanged for shall represent one validly issued, fully paid and nonassessable share of common stock stock, par value $.001 per share, of the Surviving Corporation. Each stock certificate , so that, after the Effective Time, Parent shall be the holder of Merger Subsidiary evidencing ownership all of any such the issued and outstanding shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation’s common stock. (b) Except as set forth in Section 2.6(g), each share of Series B-2 Preferred Stock outstanding immediately prior to the Effective Time (each, an “Each Outstanding B-2 Share” and collectively, the “Outstanding B-2 Shares”) Common Share (i) shall automatically be converted into the right to receivereceive (A) the Closing Per Share Common Merger Consideration, subject to and payable (in accordance with Sections Section 2.12) in cash to the holder thereof, without interest thereon, (B) subject to Section 7.4, the Per Share Parent Final Balance Sheet Adjustment Payment Amount, if any, and the Per Share Holdback Payment Amount, if any, payable in cash to the holder thereof, without interest thereon, pursuant to Section 2.12, 2.13 and 2.14 and ARTICLE X(C) subject to Section 7.4, an amount of the Per Share Future Payment Amount for each Future Payment Distribution, if any, payable in cash (without interest) equal to the Series B-2 Cash Amount holder thereof, without interest thereon, pursuant to Section 2.12, and (D) the Per Share Tax Refund Amount for each Tax Refund, if any, payable in cash to the holder thereof, without interest thereon, pursuant to Section 6.1(e), and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, however, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding B-2 Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding B-2 Shares held by such Stockholder. (c) Except as set forth in Section 2.6(g), each Each share of Series B-1 Preferred Common Stock outstanding held in the treasury of the Company immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto. (each, an “d) Each Outstanding B-1 Share” and collectively, the “Outstanding B-1 Shares”) Series A Preferred Share (i) shall automatically be converted into the right to receivereceive (A) the Closing Per Share Series A Preferred Merger Consideration for such share, subject to and payable (in accordance with Sections Section 2.12) in cash to the holder thereof, 2.13 and 2.14 and ARTICLE Xwithout interest thereon, (B) subject to Section 7.4, an amount of cash (without interest) equal to the Series B-1 Cash Amount product of (1) the sum of (a) the Per Share Parent Final Balance Sheet Adjustment Payment Amount, if any, plus (b) the Per Share Holdback Payment Amount, if any, multiplied by (2) the number of shares of Common Stock issuable immediately prior to the Effective Time if such Outstanding Series A Preferred Share were converted into shares of Common Stock immediately prior to the Effective Time, payable in cash to the holder thereof, without interest thereon, pursuant to Section 2.12, (C) an amount equal to the product of (1) subject to Section 7.4, the Per Share Future Payment Amount for each Future Payment, if any, multiplied by (2) the number of shares of Common Stock issuable immediately prior to the Effective Time if such Outstanding Series A Preferred Share were converted into shares of Common Stock immediately prior to the Effective Time, payable in cash to the holder thereof, without interest thereon, pursuant to Section 2.12, (D) an amount equal to the product of (1) the Per Share Tax Refund Amount for each Tax Refund, if any, multiplied by (2) the number of shares of Common Stock issuable immediately prior to the Effective Time if such Outstanding Series A Preferred Share were converted into shares of Common Stock immediately prior to the Effective Time, payable in cash to the holder thereof, without interest thereon, pursuant to Section 6.1(e), and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, however, that any Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding B-1 Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding B-1 Shares held by such Stockholder. (d) Except as set forth in Section 2.6(g), each share of Series B Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding B Share” and collectively, the “Outstanding B Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series B Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding B Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding B Shares held by such Stockholder. (e) Except as set forth in Section 2.6(g), each share of Series A Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding A Share” and collectively, the “Outstanding A Shares” and together with the Outstanding B-2 Shares, Outstanding B-1 Shares and Outstanding B Share, the “Outstanding Preferred Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series A Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding A Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding A Shares held by such Stockholder. (f) Except as set forth in Section 2.6(g), each share of Common Stock outstanding immediately prior to the Effective Time (each, an “Outstanding Common Share” and collectively, the “Outstanding Common Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Common Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding Common Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding Common Shares held by such Stockholder. (g) Each unissued share of Common Stock and preferred stock of the Company immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto.

Conversion of Outstanding Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any party: (a) Each share of common stock Common Stock, par value $0.001 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable (1) share of common stock Common Stock, par value $0.001 per share, of the Surviving Corporation. Each stock certificate , so that, after the Effective Time, Parent shall be the holder of Merger Subsidiary evidencing ownership all of any such shares shall continue to evidence ownership of such shares of capital stock the issued and Outstanding Shares of the Surviving Corporation’s Common Stock. (b) Except as set forth in Section 2.6(g), each share of Series B-2 Preferred Stock Each Vested Common Share outstanding immediately prior to the Effective Time (each, an “Outstanding B-2 Share” and collectively, the “Outstanding B-2 Shares”) (i) shall automatically be converted into the right to receive, at the election of the holder thereof as provided in and subject to and the provisions of Section 2.16, either (A) the Per Share Equity Consideration, payable (in accordance with Sections Section 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series B-2 Cash Amount holder thereof, without interest thereon, or (B) the Per Share Cash Consideration, payable (in accordance with Section 2.12) to the holder thereof, without interest thereon, and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, however, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding B-2 Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding B-2 Shares held by such Stockholder2.8. (c) Except as set forth Each share of Common Stock held in the treasury of the Company, including shares repurchased prior to the Effective Time pursuant to Section 2.6(g)4.10, each or by any of the Company’s Subsidiaries immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto. (d) Each share of Series B-1 A Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding B-1 Share” and collectively, the “Outstanding B-1 Shares”) (i) shall automatically be converted into the right to receive, subject to and receive (A) cash in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series B-1 Cash A Preference Amount for such share plus (B) at the election of the holder thereof, as provided in and subject to the provisions of Section 2.16, either (1) the Per Share Equity Consideration for such share, payable (in accordance with Section 2.12) to the holder thereof, without interest thereon, or (2) the Per Share Cash Consideration for such share, payable (in accordance with Section 2.12) to the holder thereof, without interest thereon, and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, however, that any Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding B-1 Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding B-1 Shares held by such Stockholder2.8. (d) Except as set forth in Section 2.6(g), each share of Series B Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding B Share” and collectively, the “Outstanding B Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series B Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding B Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding B Shares held by such Stockholder. (e) Except as set forth in Section 2.6(g), each share of Series A Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding A Share” and collectively, the “Outstanding A Shares” and together with the Outstanding B-2 Shares, Outstanding B-1 Shares and Outstanding B Share, the “Outstanding Preferred Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series A Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding A Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding A Shares held by such Stockholder. (f) Except as set forth in Section 2.6(g), each share of Common Stock outstanding immediately prior to the Effective Time (each, an “Outstanding Common Share” and collectively, the “Outstanding Common Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Common Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding Common Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding Common Shares held by such Stockholder. (g) Each unissued share of Common Stock and preferred stock of the Company immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto.