Common use of Conversion of the Company Stock Clause in Contracts

Conversion of the Company Stock. Subject to other provisions of this Article 2: (i) The shares of the Company Common Stock issued and outstanding immediately prior to the Effective Time (individually a “Share” and collectively the “Shares”), but excluding (A) Shares held by the Company, and (B) Shares held by Parent, Merger Sub or any other Subsidiary or parent of Parent or Merger Sub, if any, and (C) Dissenting Shares, shall, by virtue of the Merger, be converted automatically into the right to receive 16,000,000 shares of Common Stock of Parent (the “Merger Consideration”). (ii) The Shares and the holders thereof shall be set forth on a Merger Consideration certificate that has been delivered by the Company to the Parent prior to the Closing (the “Merger Consideration Certificate”). Parent and the Surviving Corporation shall be entitled to rely on the Merger Consideration Certificate in connection with issuance of certificates representing the Merger Consideration pursuant to Section 2.3. (iii) At the Effective Time, all Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and subject to Section 2.4, each holder of a certificate formerly representing any Shares shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of any certificates representing such holder’s Shares, a certificate or certificates representing the Merger Consideration to which such holder is entitled. (iv) At the Effective Time, each Share held by the Company as treasury stock or held by Parent, Merger Sub or any Subsidiary or parent of Parent, Merger Sub or the Company immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled, retired and cease to exist, and no consideration shall be delivered with respect thereto.

Conversion of the Company Stock. Subject to other provisions of this Article 2: (i) The issued and outstanding shares of the Company’s Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series C-2 Convertible Preferred Stock and Series D-1 Convertible Preferred Stock (collectively, the “Preferred Stock”) immediately prior to the Effective Time shall be converted into shares of Company Common Stock in accordance with its terms effective immediately prior to the Effective Time, and then converted into the right to receive Merger Consideration as described in Section 2.1(b)(ii). (ii) Each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (individually a “Share” and collectively the “Shares”), including any Shares issued upon the conversion of Preferred Stock of the Company, but excluding (A) Shares held by the Company, and (B) Shares held by Parent, Merger Sub or any other Subsidiary or parent of Parent or Merger Sub, if any, and (C) Dissenting Shares, shall, by virtue of the Merger, be converted automatically into the right to receive 16,000,000 0.099439 shares of Common Stock of Parent (the “Merger Consideration”). The Merger Consideration shall be distributed by the Company according to the liquidation preferences set forth in the Company’s Sixth Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on December 19, 2012, as amended, or in the absence of such provisions, by Law. (iiiii) The Shares Shares, applicable liquidation preferences and the holders thereof shall be set forth on a Merger Consideration certificate that has been delivered by the Company to the Parent prior to the Closing (the “Merger Consideration Certificate”). Parent and the Surviving Corporation shall be entitled to rely on the Merger Consideration Certificate in connection with issuance of certificates representing the Merger Consideration pursuant to Section 2.3. (iiiiv) At the Effective Time, all Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and subject to Section 2.4, each holder of a certificate formerly representing any Shares shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of any certificates representing such holder’s Shares, a certificate or certificates representing the Merger Consideration to which such holder is entitled. (ivv) At the Effective Time, each Share held by the Company as treasury stock or held by Parent, Merger Sub or any Subsidiary or parent of Parent, Merger Sub or the Company immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled, retired and cease to exist, and no consideration shall be delivered with respect thereto.

Conversion of the Company Stock. Subject to other provisions of this Article 2: (i) The shares Each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (individually a “Share” and collectively the “Shares”), but excluding (A) Shares held by the Company, and (B) Shares held by Parent, Merger Sub or any other Subsidiary or parent of Parent or Merger Sub, if any, and (C) Dissenting Shares, shall, by virtue of the Merger, be converted automatically into the right to receive 16,000,000 shares either one (1) share of Class A Common Stock of Parent or one (1) share of Class B Common Stock of Parent (the “Merger Consideration”). (ii) The Shares and Shares, the holders thereof and the class of common stock to be received by each holder shall be set forth on a Merger Consideration certificate that has been delivered by the Company to the Parent prior to the Closing (the “Merger Consideration Certificate”). Parent and the Surviving Corporation shall be entitled to rely on the Merger Consideration Certificate in connection with issuance of certificates representing the Merger Consideration pursuant to Section 2.32.2. (iii) At the Effective Time, all Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and subject to Section 2.42.3, each holder of a certificate formerly representing any Shares shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of any certificates representing such holder’s Shares, a certificate or certificates representing the Merger Consideration to which such holder is entitled. (iv) At the Effective Time, each Share held by the Company as treasury stock or held by Parent, Merger Sub or any Subsidiary or parent of Parent, Merger Sub or the Company immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled, retired and cease to exist, and no consideration shall be delivered with respect thereto.

Conversion of the Company Stock. Subject to other provisions of this Article 2: (i) The shares Subject to the provisions of Section 2.3, each issued and outstanding share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (individually a “Share” and collectively the “Shares”), but excluding (Ai) Shares held by the Company, and (Bii) Shares held by Parent, Merger Sub or any other Subsidiary or parent of Parent or Merger Sub, if any, and (Ciii) Dissenting Shares, shall, by virtue of the Merger, be converted automatically into the right to receive 16,000,000 0.13467048 shares of Common Stock of the Parent (the “Merger Consideration”). The Merger Consideration shall be distributed by the Company according to Law. (ii) The Shares issued and outstanding Shares, applicable liquidation preferences and the holders thereof shall be set forth on a Merger Consideration certificate that has been to be delivered by the Company to the Parent prior to the at Closing (the “Merger Consideration Certificate”). Parent and the Surviving Corporation shall be entitled to rely on the Merger Consideration Certificate in connection with issuance of certificates representing the Merger Consideration pursuant to Section 2.32.2. (iii) At the Effective Time, all such Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and subject to Section 2.4, each holder of a certificate formerly representing any such Shares shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of any certificates representing such holder’s the Shares, a certificate or certificates representing the Merger Consideration to which such holder is entitled. (iv) At the Effective Time, each Share held by the Company as treasury stock or held by Parent, Merger Sub or any Subsidiary or parent of Parent, Merger Sub or the Company immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled, retired and cease to exist, and no consideration shall be delivered with respect thereto.

Conversion of the Company Stock. Subject to other provisions of this Article 2: (i) The shares Reserved. (ii) Each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (individually a “Share” and collectively the “Shares”), but excluding (Ai) Shares held by the Company, and (Bii) Shares held by Parent, Merger Sub or any other Subsidiary or parent of Parent or Merger Sub, if any, and (Ciii) Dissenting Shares, shall, by virtue of the Merger, be converted automatically into the right to receive 16,000,000 2.9 shares of Common Stock of Parent (the “Merger Consideration”). (iiiii) The Shares and the holders thereof shall be set forth on a Merger Consideration certificate that has been to be delivered by the Company to the Parent at or prior to the Closing (the “Merger Consideration Certificate”). Parent and the Surviving Corporation shall be entitled to rely on the Merger Consideration Certificate in connection with issuance of certificates representing the Merger Consideration pursuant to Section 2.3. (iiiiv) At the Effective Time, all Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and subject to Section 2.4, each holder of a certificate formerly representing any Shares shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of any certificates representing such holder’s Shares, a certificate or certificates representing the Merger Consideration to which such holder is entitled. (ivv) At the Effective Time, each Share held by the Company as treasury stock or held by Parent, Merger Sub or any Subsidiary or parent of Parent, Merger Sub or the Company immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled, retired and cease to exist, and no consideration shall be delivered with respect thereto.

Conversion of the Company Stock. Subject to other provisions of this Article 2: (i) The shares of the Company Common Stock issued and outstanding immediately prior to the Effective Time (individually a “Share” and collectively the “Shares”), but excluding (A) Shares held by the Company, and (B) Shares held by Parent, Merger Sub or any other Subsidiary or parent of Parent or Merger Sub, if any, and (C) Dissenting Shares, shall, by virtue of the Merger, be converted automatically into the right to receive 16,000,000 20,000,000 shares of Common Stock of Parent (the “Merger Consideration”). (ii) The Shares and the holders thereof shall be set forth on a Merger Consideration certificate that has been delivered by the Company to the Parent prior to the Closing (the “Merger Consideration Certificate”). Parent and the Surviving Corporation shall be entitled to rely on the Merger Consideration Certificate in connection with issuance of certificates representing the Merger Consideration pursuant to Section 2.3. (iii) At the Effective Time, all Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and subject to Section 2.4, each holder of a certificate formerly representing any Shares shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of any certificates representing such holder’s Shares, a certificate or certificates representing the Merger Consideration to which such holder is entitled. (iv) At the Effective Time, each Share held by the Company as treasury stock or held by Parent, Merger Sub or any Subsidiary or parent of Parent, Merger Sub or the Company immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled, retired and cease to exist, and no consideration shall be delivered with respect thereto.

Conversion of the Company Stock. Subject (a) At the Company Effective ------------------------------- Time, each share of the common stock, $.01 par value per share, of Merger Grandsub outstanding immediately prior to other provisions the Company Effective Time shall be converted into and become one fully paid and non-assessable share of this Article 2:capital stock, without par value, of the Surviving Corporation. (ib) The shares At the Company Effective Time, each share of the capital stock, without par value (the "Company Common Stock"), of the Company Common Stock issued and outstanding immediately prior to the Company Effective Time (individually a “Share” and collectively the “Shares”), but excluding other than shares of Company Common Stock (Ai) Shares held by in the Company, and 's treasury or (Bii) Shares held owned by Parent, Merger Sub Grandsub, Baxxxxxxx Xurviving Corporation or any other wholly owned Subsidiary or parent of Parent or Merger Sub, if any, and (Cthe Company) Dissenting Shares, shall, by virtue of the MergerCompany Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive 16,000,000 a number of shares of Parent Common Stock of Parent (equal to the “Merger Consideration”)Company Exchange Ratio. (iic) The Shares and the holders thereof shall be set forth on As a Merger Consideration certificate that has been delivered by result of the Company to the Parent prior to the Closing (the “Merger Consideration Certificate”). Parent and the Surviving Corporation shall be entitled to rely without any action on the Merger Consideration Certificate in connection with issuance part of certificates representing the Merger Consideration pursuant holder thereof, each share of the Company Common Stock shall cease to Section 2.3. (iii) At the Effective Time, all Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and subject to Section 2.4, each holder of a certificate formerly (a "Company Certificate") representing any Shares shares of the Company Common Stock shall thereafter cease to have any rights with respect theretoto such shares of the Company Common Stock, except the right to receive, without interest, Parent Common Stock and cash for fractional shares of Parent Common Stock in accordance with Sections 4.3(b) and 4.4(e) upon the surrender of any certificates representing such holder’s Shares, a certificate or certificates representing the Merger Consideration to which such holder is entitledCompany Certificate. (ivd) At the Effective Time, each Share held by Each share of the Company as treasury stock or Common Stock issued and held in the Company's treasury, and each share of the Company Common Stock owned by Parent, Merger Sub Grandsub, Baxxxxxxx Xurviving Corporation or any other wholly owned Subsidiary or parent of Parent, Merger Sub Parent or the Company immediately prior (other than shares issued pursuant to Section 4.3(a)), shall, at the Company Effective Time and, by virtue of the Company Merger, cease to be outstanding and shall, be canceled and retired without payment of any consideration therefor and no stock of Parent or other consideration shall be delivered in exchange therefor. (i) At the Company Effective Time, all options (individually, a "Company Option" and collectively, the "Company Options") then outstanding under the Company's 1987 Incentive Stock Option Plan (the "1987 Plan"), 1993 Stock Incentive Option Plan (the "1993 Plan") and the Stock Option Agreement, dated August 11, 1995, between the Company and Paxx X. Xxxxxxxx (collectively, the "Company Stock Option Plans") shall remain outstanding following the Company Effective Time. At the Company Effective Time, the Company Options shall, by virtue of the Company Merger and without any further action on the part of Parent, Merger Sub, the Company or the holder of any Company Option, be assumed by Parent in such manner that Parent (i) is a corporation "assuming a stock option in a transaction to which [s]ection 424(a) applied" within the meaning of section 424 of the Code or (ii) to the extent that section 424 of the Code does not apply to any Company Option, would be such a corporation were section 424 of the Code applicable to such option. Each Company Option assumed by Parent shall be exercisable upon the same terms and conditions as under the applicable Company Stock Option Plan and the applicable option agreement issued thereunder, except that (i) each Company Option shall be exercisable for that whole number of shares of Parent Common Stock (rounded to the nearest whole share) into which the number of shares of the Company Common Stock subject to such Company Option immediately prior to the Company Effective Time would be converted under Section 4.3(b), and (ii) the option price per share of Parent Common Stock shall be an amount equal to the option price per share of Company Common Stock subject to such Company Option in effect immediately prior to the Company Effective Time divided by the Company Exchange Ratio (the price per share, as so determined, being rounded upward to the nearest full cent). Pursuant to Section 2.9 of each of the 1987 Plan and the 1993 Plan and Section 5.8 of the 1993 Plan, all Company Options (as adjusted pursuant to this Section 4.3(e)) granted under such Company Stock Options Plans will immediately become exercisable upon consummation of the Company Merger and will remain exercisable in full for a period of 12 months following consummation of the Company Merger; provided, -------- however, no Company Option granted under the 1987 Plan may be exercised more ------- than 11 years after the date of grant thereof and no Company Option granted under the 1993 Plan may be exercised more than 10 years after the date of grant thereof. Upon the expiration of the aforementioned 12 month period, any unexpired Company Options issued under the 1987 Plan or the 1993 Plan held by holders who continue to be employed by Parent or its Subsidiaries shall, pursuant to the terms of such Company Stock Option Plans, no longer be governed by Section 2.9 thereof, but shall continue to be canceledand become exercisable pursuant to the other provisions of the applicable Company Stock Option Plan and the applicable option agreements issued thereunder. (ii) Parent shall take all corporate action necessary to reserve for issuance a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock issuable upon the exercise of the Company Options assumed by Parent pursuant to this Section 4.3(e). From and after the date of this Agreement, retired and cease to existexcept as provided in Section 8.2(f), and no consideration additional options shall be delivered granted by the Company or its Subsidiaries under the Company Stock Option Plans or otherwise. As soon as practicable following the Company Effective Time, Parent shall file with respect theretothe Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-8 covering all shares of Parent Common Stock to be issued upon exercise of the Company Options and shall cause such registration statement to remain effective for as long as there are outstanding any Company Options.

Conversion of the Company Stock. Subject to other provisions of this Article 2: (i) The shares of the Company Common Stock issued and outstanding immediately prior to the Effective Time (individually a “Share” and collectively the “Shares”), but excluding (A) Shares held by the Company, and (B) Shares held by Parent, Merger Sub or any other Subsidiary or parent of Parent or Merger Sub, if any, and (C) Dissenting Shares, shall, by virtue of the Merger, be converted automatically into the right to receive 16,000,000 shares of Common Stock of Parent (the “Merger Consideration”). (ii) The Shares and the holders thereof shall be set forth on a Merger Consideration certificate that has been delivered by the Company to the Parent prior to the Closing (the “Merger Consideration Certificate”). Parent and the Surviving Corporation shall be entitled to rely on the Merger Consideration Certificate in connection with issuance of certificates representing the Merger Consideration pursuant to Section 2.3. (iiia) At the Effective Time, all Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and subject to Section 2.4, each holder of a certificate formerly representing any Shares shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of any certificates representing such holder’s Shares, a certificate or certificates representing the Merger Consideration to which such holder is entitled. (iv) At the Effective Time, each Share held by the Company as treasury stock or held by Parent, Merger Sub or any Subsidiary or parent of Parent, Merger Sub or the Company immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parent, Merger SubMergersub, the Company or their respective stockholders, each share of the holder thereof, capital stock of the Company issued and outstanding immediately prior to the Effective Time (the "Company Stock") shall be canceled, retired canceled and cease converted automatically into the right to exist, receive the types and amounts of consideration as set forth opposite each shareholder's name on Schedule 1.3 ------------ attached hereto. All undeclared or unpaid dividends on the capital stock of the Company immediately prior to the Effective Time shall be cancelled at the Effective Time. All the Company stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled and no consideration of any kind shall be delivered in exchange therefor under this Agreement. (b) At the Closing, each of the shareholders of the Company (the "Shareholders") shall surrender and deliver to Parent the certificates evidencing all of the issued and outstanding shares of the Company Stock, in accordance with the provisions of Section 1.7, in exchange for the aggregate consideration payable to the Shareholders in the Merger, as described below (the "Merger Consideration"). The Merger Consideration (which shall constitute all of the consideration to be delivered to the Shareholders or any other person in respect thereto.of the shares of capital stock, or rights to acquire shares of capital stock, of the Company) shall be subject to adjustment as described in Sections 1.4 (Post-Closing Adjustment), 1.5 (Escrow Agreement), 1.6 (Holdback) and Article VII (Indemnification). The Merger Consideration shall consist of (i) a number of unregistered shares of the Common Stock, $0.001 par value, of Parent ("Parent Common Stock"), as described below (the "Merger Shares"), and (ii) a total of $192,000.00 in cash (the "Cash Consideration"). The Merger Shares shall be divided into two categories, (i) 19,250 unregistered shares of Parent Common Stock (the "Initial Shares") and (ii) that number of unregistered shares of Parent Common Stock equal to the quotient of $500,000 divided by the Average Stock Price (the "Escrowed Shares"). The "Average Stock Price" shall mean the average closing price of the Parent Common Stock as reported on the Nasdaq Stock Market for the ten (10) trading day period ending on and including the second trading day prior to the Closing Date. The Merger Consideration shall be payable as follows:

Conversion of the Company Stock. Subject to other provisions of this Article 2: (i) The issued and outstanding shares of the Company Common Stock issued and outstanding immediately prior to the Effective Time (individually a “"Share” " and collectively the “"Shares”"), but excluding other than (Ai) Shares held by the Company, and (Bii) Shares held by Parent, Merger Sub or any other Subsidiary or parent of Parent or Merger Sub, if any, and (Ciii) Dissenting Shares, shall, by virtue of the Merger, be converted automatically into the right to receive 16,000,000 (i) subject to Parent's right of set-off pursuant to Section 8.6, twelve (12) months after the Closing Date, Parent shall issue to the Company 300,000 shares of Common Stock of the Parent less any amounts set-off in accordance with Section 8.6 (the "Post-Closing Consideration"); and (ii) 2,600,000 shares of Common Stock of the Parent (the “"Equity Consideration") upon surrender of the Shares (collectively, the "Merger Consideration”"). The Merger Consideration shall be distributed by the Company according to the liquidation preferences set forth in the Company's Certificate of Incorporation filed with the Secretary of State of the State of New York on March 11, 2004 or in the absence of such provisions, by law. (ii) The Shares issued and outstanding shares of Company Stock on the Closing Date, applicable liquidation preferences and the holders thereof shall be set forth on a Merger Consideration certificate that has been to be delivered by the Company to the Parent prior to the at Closing (the “"Merger Consideration Certificate”"). Parent and the Surviving Corporation shall be entitled to rely on the Merger Consideration Certificate in connection with issuance of certificates representing the Merger Consideration pursuant to Section 2.32.2. (iii) At the Effective Time, all such Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and subject to Section 2.4, each holder of a certificate formerly representing any such Shares shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of any certificates representing such holder’s Sharescertificates, a certificate or certificates representing the Merger Consideration to which be issued in consideration therefor upon the surrender of such holder is entitledcertificate . (iv) At the Effective Time, each Share held by the Company as treasury stock or held by Parent, Merger Sub or any Subsidiary or parent of Parent, Merger Sub or the Company immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled, retired and cease to exist, and no consideration shall be delivered with respect thereto.

Conversion of the Company Stock. Subject to other provisions of this Article 2: (i) The shares Each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (individually a “Share” and collectively the “Shares”), but excluding (Ai) Shares held by the Company, and (Bii) Shares held by Parent, Merger Sub or any other Subsidiary or parent of Parent or Merger Sub, if any, and (Ciii) Dissenting Shares, shall, by virtue of the Merger, be converted automatically into the right to receive 16,000,000 12.80 shares of Common the Parent’s Series C Preferred Stock of Parent (the “Merger Consideration”). (ii) The Shares and the holders thereof shall be set forth on a Merger Consideration certificate that has been delivered by the Company to the Parent prior to the Closing (the “Merger Consideration Certificate”). Parent and the Surviving Corporation shall be entitled to rely on the Merger Consideration Certificate in connection with issuance of certificates representing the Merger Consideration pursuant to Section 2.3. (iii) At the Effective Time, all Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and subject to Section 2.42.3, each holder of a certificate formerly representing any Shares shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of any certificates representing such holder’s Shares, a certificate or certificates representing the Merger Consideration to which such holder is entitled. (iviii) At the Effective Time, each Share held by the Company as treasury stock or held by Parent, Merger Sub or any Subsidiary or parent of Parent, Merger Sub or the Company immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled, retired and cease to exist, and no consideration shall be delivered with respect thereto. (iv) At the Effective Time, each Share of the Company’s Class A Preferred Stock be canceled, retired and cease to exist, and no consideration shall be delivered with respect thereto.