Conversion of Xxxxxxxx. xxx Common Stock. Each issued and outstanding share of Xxxxxxxx.xxx Common Stock (other than any shares of Xxxxxxxx.xxx Common Stock to be canceled pursuant to Section 2.1(c) hereof) shall be converted into the right to receive 1.6105 (the "Exchange Ratio") fully paid and nonassessable shares of common stock, par value $0.001 per share, of Phone ("Phone Common Stock"). As of the Effective Time, all such shares of Xxxxxxxx.xxx Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist. As of the Effective Time, each certificate theretofore representing shares of Xxxxxxxx.xxx Common Stock, without any action on the part of Phone, Xxxxxxxx.xxx or the holder thereof, shall be deemed to represent that number of shares of Phone Common Stock determined by multiplying the shares of Xxxxxxxx.xxx Common Stock represented thereby by the Exchange Ratio. Each holder of a certificate representing any shares of Xxxxxxxx.xxx Common Stock shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of any such certificates, certificates representing the shares of Phone Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.2 hereof without interest.
Appears in 4 contracts
Samples: Merger Agreement (Software Com Inc), Merger Agreement (Phone Com Inc), Merger Agreement (Software Com Inc)