Common use of Conversion of the Company Common Stock Clause in Contracts

Conversion of the Company Common Stock. Subject to Section 2.1(f), each issued and outstanding share (including any dissenting shares) of the Company Common Stock at the Effective Time shall be converted into the right to receive 25 (the “Common Exchange Ratio”) validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Common Merger Consideration”), rounded to the nearest whole share. No fractional shares of Parent Common Stock will be issued. As of the Effective Time, all the Company Common Stock shall no longer be outstanding and shall be automatically canceled and retired and shall cease to exist, and each holder of a certificate representing any shares of the Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Common Merger Consideration, without interest. The Common Exchange Ratio shall be appropriately adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock), reorganization, recapitalization, reclassification or other like change with respect to the Company Common Stock or Parent Common Stock having a record date on or after the date hereof and prior to the Effective Time.

Conversion of the Company Common Stock. Subject to Section 2.1(f3.1(f), each issued and outstanding share share, (including any dissenting sharesother than Dissenting Shares) on a fully diluted basis, of the Company Common Stock at the Effective Time shall be converted into and represent the right to receive 25 three (3) (the “Common Exchange Ratio”) validly issued, fully paid and non-assessable nonassessable shares of Parent Common Stock (the “Common Merger Consideration”), rounded to the nearest whole share. No fractional shares of Parent Common Stock will be issued. As of the Effective Time, all the Company Common Stock shall no longer be outstanding and shall be automatically canceled and retired and shall cease to exist, and each holder of a certificate representing any shares of the Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Common Merger Consideration, without interest. The Common Exchange Ratio shall be appropriately adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock), reorganization, recapitalization, reclassification or other like change with respect to the Company Common Stock or Parent Common Stock having a record date on or after the date hereof and prior to the Effective Time.