Common use of Effect of Merger on Capital Stock Clause in Contracts

Effect of Merger on Capital Stock. At the Effective Time, as a result of the Merger and without any further action on the part of the Constituent Entities or their stockholders: (a) each share of the common stock of the Company issued and outstanding immediately prior thereto shall be converted into one fully paid and nonassessable share of the common stock of THT with the same rights, powers and privileges as the shares of the common stock of the Company so converted, and all shares of such common stock shall be cancelled and retired and shall cease to exist; (b) all outstanding and unexercised portions of each option, warrant and security exercisable or convertible by its terms into the common stock of the Company (including convertible promissory notes), whether vested or unvested, which is outstanding immediately prior to the Effective Time (each, a “Company Stock Option”) shall be assumed by THT and shall be deemed to constitute an option, warrant or convertible security, as the case may be, to acquire the same number of shares of the common stock of THT as the holder of such Company Stock Option would have been entitled to receive had such holder exercised or converted such Company Stock Option in full immediately prior to the Effective Time (not taking into account whether such Company Stock Option was in fact exercisable or convertible at such time), at the same exercise price per share, and shall, to the extent permitted by law and otherwise reasonably practicable, have the same term, exercisability, vesting schedule, status and all other material terms and conditions; and THT shall take all steps to ensure that a sufficient number of shares of its common stock is reserved for the exercise of such Company Stock Options; and (c) each share of the common stock of THT owned by the Company shall no longer be outstanding and shall be cancelled and retired and shall cease to exist.

Effect of Merger on Capital Stock. At the Effective Time, as a result of the Merger and without any further action on the part of the Constituent Entities or their stockholders: (a) each share of the common stock of the Company issued and outstanding immediately prior thereto shall be converted into one fully paid and nonassessable share of the common stock of THT Merger Sub with the same rights, powers and privileges as the shares of the common stock of the Company so converted, and all shares of such common stock shall be cancelled and retired and shall cease to exist; (b) all outstanding and unexercised portions of each option, warrant and security exercisable or convertible by its terms into the common stock of the Company (including convertible promissory notes), whether vested or unvested, which is outstanding immediately prior to the Effective Time (each, a “Company Stock Option”) shall be assumed by THT Merger Sub and shall be deemed to constitute an option, warrant or convertible security, as the case may be, to acquire the same number of shares of the common stock of THT Merger Sub as the holder of such Company Stock Option would have been entitled to receive had such holder exercised or converted such Company Stock Option in full immediately prior to the Effective Time (not taking into account whether such Company Stock Option was in fact exercisable or convertible at such time), at the same exercise price per share, and shall, to the extent permitted by law and otherwise reasonably practicable, have the same term, exercisability, vesting schedule, status and all other material terms and conditions; and THT Merger Sub shall take all steps to ensure that a sufficient number of shares of its common stock is reserved for the exercise of such Company Stock Options; and (c) each share of the common stock of THT Merger Sub owned by the Company shall no longer be outstanding and shall be cancelled and retired and shall cease to exist.

Effect of Merger on Capital Stock. At the Effective Time, as a result of the Merger and without any further action on the part of the Constituent Entities or their stockholdersthe shareholders: (a) each share of the common stock of the Company Common Stock issued and outstanding immediately prior thereto shall be converted into one fully paid and nonassessable share of the CIST common stock of THT (“CIST Common Stock”), with the same rights, powers and privileges as the shares of the common stock of the Company Common Stock so converted, and all shares of such common stock Common Stock shall be cancelled and retired and shall cease to exist;. (b) all outstanding and unexercised portions of each all option, warrant and security exercisable or convertible by its terms into the common stock of the Company Common Stock (including convertible promissory notes), whether vested or unvested, which is outstanding immediately prior to the Effective Time (each, a “Company Stock Option”) shall be assumed by THT CIST and shall be deemed to constitute an option, warrant or convertible security, as the case may be, to acquire the same number of shares of the common stock of THT CIST Common Stock as the holder of such Company Stock Option would have been entitled to receive had such holder exercised or converted such Company Stock Option in full immediately prior to the Effective Time (not taking into account whether such Company Stock Option was in fact exercisable or convertible at such time), at the same exercise price per share, and shall, to the extent permitted by law and otherwise reasonably practicable, have the same term, exercisability, vesting schedule, status and all other material terms and conditions; conditions (continuous employment with the Company will be credited to an optionee for purposes of determining the vesting of the number of shares of the Common Stock subject to exercise under an assumed option at the Effective Time). As soon as practicable after the Effective Time, CIST shall deliver to each holder of a Company Stock Option an option, warrant or convertible security, as the case may be, in CIST, and THT shall take all steps to ensure that a sufficient number of shares of its common stock CIST Common Stock is reserved for the exercise of such Company Stock Options; andOptions for each share of CIST Common Stock so reserved as of the Effective Time. (c) each No fractional shares of the Common Stock will be issued in connection with the Merger. (d) Each share of the common stock of THT CIST Common Stock owned by the Company shall no longer be outstanding and shall be cancelled and retired and shall cease to exist.

Effect of Merger on Capital Stock. At the Effective Time, as a result of the Merger and without any further action on the part of the Constituent Entities or their stockholders: (a) each share of the common stock of the Company issued and outstanding immediately prior thereto shall be converted into one fully paid and nonassessable share of the common stock of THT CIE with the same rights, powers and privileges as the shares of the common stock of the Company so converted, and all shares of such common stock shall be cancelled and retired and shall cease to exist; (b) all outstanding and unexercised portions of each option, warrant and security exercisable or convertible by its terms into the common stock of the Company (including convertible promissory notes), whether vested or unvested, which is outstanding immediately prior to the Effective Time (each, a “"Company Stock Option”") shall be assumed by THT CIE and shall be deemed to constitute an option, warrant or convertible security, as the case may be, to acquire the same number of shares of the common stock of THT CIE as the holder of such Company Stock Option would have been entitled to receive had such holder exercised or converted such Company Stock Option in full immediately prior to the Effective Time (not taking into account whether such Company Stock Option was in fact exercisable or convertible at such time), at the same exercise price per share, and shall, to the extent permitted by law and otherwise reasonably practicable, have the same term, exercisability, vesting schedule, status and all other material terms and conditions; and THT CIE shall take all steps to ensure that a sufficient number of shares of its common stock is reserved for the exercise of such Company Stock Options; and (c) each share of the common stock of THT CIE owned by the Company shall no longer be outstanding and shall be cancelled and retired and shall cease to exist.

Effect of Merger on Capital Stock. At As of the Effective Time, as a result by virtue of the Merger and without any further action on the part of the Constituent Entities holder of any shares of the capital stock of the Company or their stockholdersany shares of the capital stock of Merger Sub: (a) each Each share of the common stock stock, $.001 par value, of the Company Merger Sub issued and outstanding immediately prior thereto to the Effective Time shall be converted into one fully paid and nonassessable share of the voting common stock of THT with the same rightsstock, powers and privileges as the shares $.001 par value, of the Surviving Corporation. (b) Except as otherwise provided herein, including the provisions relating to appraisal rights set forth in Sections 2.8(c) and 2.14 hereof, each share of common stock of the Company so converted(“Company Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive from the Surviving Corporation upon the consummation of the Merger the Per Share Stock Consideration. The Per Share Stock Consideration payable to any Stockholder shall be paid solely in cash. As of the Effective Time, and all shares of such common stock Company Stock issued and outstanding immediately prior to the Effective Time shall no longer be cancelled outstanding and shall automatically be canceled and retired and shall cease to exist;, and each holder of a certificate representing any such shares of Company Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Stock Consideration upon surrender of such certificate in accordance with Section 2.13. (bc) all outstanding Notwithstanding anything in this Agreement to the contrary, shares of Company Stock issued and unexercised portions of each option, warrant and security exercisable or convertible by its terms into the common stock of the Company (including convertible promissory notes), whether vested or unvested, which is outstanding immediately prior to the Effective Time held by a holder (eachif any) who has the right to demand payment for and an appraisal of such shares in accordance with the DGCL shall not be converted into a right to receive the Per Share Stock Consideration unless such holder fails to perfect or otherwise loses such holder’s right to such payment or appraisal, a if any. (d) All options to purchase shares of capital stock of the Company (individually, an “Company Stock Option” and collectively, the “Options”) shall be assumed by THT and shall be deemed to constitute an option, warrant or convertible security, as the case may be, to acquire the same number of shares of the common stock of THT as the holder of such Company Stock Option would have been entitled to receive had such holder exercised or converted such Company Stock Option in full outstanding immediately prior to the Effective Time (not taking into account whether such under any Company Stock Option was in fact exercisable stock option plan or convertible at such time), at the same exercise price per shareotherwise, and shallwhether or not then exercisable, to the extent permitted by law and otherwise reasonably practicable, have the same term, exercisability, vesting schedule, status and all other material terms and conditions; and THT shall take all steps to ensure that a sufficient number of shares of its common stock is reserved for the exercise of such Company Stock Options; and (c) each share of the common stock of THT owned by the Company shall no longer be outstanding and shall be cancelled and retired each Optionholder will be entitled to receive from the Surviving Corporation, for each share of Company Stock subject to an Option, the Per Option Consideration in cash. The Initial Price Per Option shall be paid as soon as practicable, but no later than one (1) business day after the Closing Date. The Company shall request each Optionholder to submit to the Company, not later than five (5) business days prior to the Effective Time, instructions for delivery of amounts payable to such holder pursuant to this Section 2.8(d) after giving effect to Section 2.8(e) below. (e) The Company and the Surviving Corporation shall cease be entitled to existdeduct and withhold from the consideration otherwise payable pursuant to Section 2.8(d) of this Agreement such amounts as it is required to deduct and withhold pursuant to the Code and applicable Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Effect of Merger on Capital Stock. At the Effective Time, as a result of the Merger and without any further action on the part of the Constituent Entities or their stockholdersthe shareholders: (a) each share of the common stock of the Company Common Stock issued and outstanding immediately prior thereto shall be converted into one fully paid and nonassessable share of the CIST common stock of THT ("CIST Common Stock"), with the same rights, powers and privileges as the shares of the common stock of the Company Common Stock so converted, and all shares of such common stock Common Stock shall be cancelled and retired and shall cease to exist;. (b) all outstanding and unexercised portions of each all option, warrant and security exercisable or convertible by its terms into the common stock of the Company Common Stock (including convertible promissory notes), whether vested or unvested, which is outstanding immediately prior to the Effective Time (each, a “"Company Stock Option”") shall be assumed by THT CIST and shall be deemed to constitute an option, warrant or convertible security, as the case may be, to acquire the same number of shares of the common stock of THT CIST Common Stock as the holder of such Company Stock Option would have been entitled to receive had such holder exercised or converted such Company Stock Option in full immediately prior to the Effective Time (not taking into account whether such Company Stock Option was in fact exercisable or convertible at such time), at the same exercise price per share, and shall, to the extent permitted by law and otherwise reasonably practicable, have the same term, exercisability, vesting schedule, status and all other material terms and conditions; conditions (continuous employment with the Company will be credited to an optionee for purposes of determining the vesting of the number of shares of the Common Stock subject to exercise under an assumed option at the Effective Time). As soon as practicable after the Effective Time, CIST shall deliver to each holder of a Company Stock Option an option, warrant or convertible security, as the case may be, in CIST, and THT shall take all steps to ensure that a sufficient number of shares of its common stock CIST Common Stock is reserved for the exercise of such Company Stock Options; andOptions for each share of CIST Common Stock so reserved as of the Effective Time. (c) each No fractional shares of the Common Stock will be issued in connection with the Merger. (d) Each share of the common stock of THT CIST Common Stock owned by the Company shall no longer be outstanding and shall be cancelled and retired and shall cease to exist.

Effect of Merger on Capital Stock. At the Effective Time, as a result of the Merger and without any further action on the part of the Constituent Entities or their stockholders: (a) each share of the common stock of the Company issued and outstanding immediately prior thereto shall be converted into one fully paid and nonassessable share of the common stock of THT Merger Sub with the same rights, powers and privileges as the shares of the common stock of the Company so converted, and all shares of such common stock shall be cancelled and retired and shall cease to exist; (b) each share of the preferred stock of the Company issued and outstanding immediately prior thereto shall be converted into one fully paid and nonassessable share of the preferred stock of Merger Sub with the same rights, powers and privileges as the shares of the preferred stock of the Company so converted, and all shares of such preferred stock shall be cancelled and retired and shall cease to exist; (c) all outstanding and unexercised portions of each option, warrant and security exercisable or convertible by its terms into the common stock of the Company (including convertible promissory notes), whether vested or unvested, which is outstanding immediately prior to the Effective Time (each, a “Company Stock Option”) shall be assumed by THT Merger Sub and shall be deemed to constitute an option, warrant or convertible security, as the case may be, to acquire the same number of shares of the common stock of THT Merger Sub as the holder of such Company Stock Option would have been entitled to receive had such holder exercised or converted such Company Stock Option in full immediately prior to the Effective Time (not taking into account whether such Company Stock Option was in fact exercisable or convertible at such time), at the same exercise price per share, and shall, to the extent permitted by law and otherwise reasonably practicable, have the same term, exercisability, vesting schedule, status and all other material terms and conditions; and THT Merger Sub shall take all steps to ensure that a sufficient number of shares of its common stock is reserved for the exercise of such Company Stock Options; and (cd) each share of the common stock of THT Merger Sub owned by the Company shall no longer be outstanding and shall be cancelled and retired and shall cease to exist.

Effect of Merger on Capital Stock. (a) At the Effective Time, as a result by virtue of the Merger and without any further action on the part of Parent, Purchaser, the Constituent Entities Company or their stockholdersany Company Stockholder: (ai) each share of any Company Shares held in the common stock Company’s treasury or held by the Company or any wholly owned Subsidiary of the Company issued and outstanding immediately prior thereto to the Effective Time shall be converted into one fully paid and nonassessable share of the common stock of THT with the same rights, powers and privileges as the shares of the common stock of the Company so converted, and all shares of such common stock shall be cancelled canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (bii) all outstanding any Company Shares held, directly or indirectly, by Parent, Purchaser or any other wholly owned Subsidiary of Parent immediately prior to the Effective Time shall be canceled and unexercised portions of each optionretired and shall cease to exist, warrant and security exercisable or convertible by its terms into the common stock of the Company no consideration shall be delivered in exchange therefor; (including convertible promissory notesiii) except as provided in Section 3.01(a)(i) and Section 3.01(a)(ii), whether vested or unvestedand subject to Section 3.01(b) and Section 3.03, which is each Company Share outstanding immediately prior to the Effective Time (each, a “Company Stock Option”) shall be assumed by THT converted into and shall be deemed to constitute an option, warrant or convertible security, as thereafter represent the case may be, to acquire the same number of shares of the common stock of THT as the holder of such Company Stock Option would have been entitled right to receive had such holder exercised or converted such Company Stock Option an amount in full cash equal to the Offer Price (the “Merger Consideration”), without any interest thereon and subject to any withholding of Taxes in accordance with Section 3.02(f); and (iv) each share of common stock, par value $0.01 per share, of Purchaser outstanding immediately prior to the Effective Time shall be converted into one (not taking into account whether such 1) share of common stock, $0.01 par value, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation as of immediately after the Closing. (b) If, between the date of this Agreement and the Effective Time, any change shall occur in the outstanding Company Stock Option was in fact exercisable Shares because of any reclassification, recapitalization, stock split or convertible at such time)combination, at division or subdivision of shares, stock dividend, reverse stock split, exchange, consolidation of shares, readjustment or other similar transaction, then the Merger Consideration and any other similarly dependent terms shall be appropriately adjusted to provide the same exercise price per share, and shall, economic effect as contemplated by this Agreement prior to the extent permitted by law and otherwise reasonably practicable, have the same term, exercisability, vesting schedule, status and all other material terms and conditions; and THT shall take all steps to ensure that a sufficient number of shares of its common stock is reserved for the exercise of such Company Stock Options; and (c) each share of the common stock of THT owned by the Company shall no longer be outstanding and shall be cancelled and retired and shall cease to existevent.

Effect of Merger on Capital Stock. ‌ (a) Cancellation of Treasury Stock and Parent-Owned Stock; Conversion of Company Common Stock; Conversion of Merger Sub Common Stock. At the Effective Time, as a result by virtue of the Merger and without any further action on the part of the Constituent Entities Company, Parent, Merger Sub or their stockholdersany holder of shares of Company Common Stock: (ai) each share of the common stock stock, $5.00 par value, of the Company issued (“Company Common Stock”) that is owned by the Company as treasury stock, if any, each share of Company Common Stock that is owned by a wholly owned Subsidiary of the Company, if any, and outstanding each share of Company Common Stock that is owned directly or indirectly by Parent or Merger Sub, if any, immediately prior thereto to the Effective Time shall no longer be converted into one fully paid outstanding and nonassessable share of the common stock of THT with the same rights, powers and privileges as the shares of the common stock of the Company so converted, and all shares of such common stock shall automatically be cancelled canceled and retired and shall cease to exist;, and no consideration shall be delivered in exchange therefor;‌ (bii) all outstanding and unexercised portions of each option, warrant and security exercisable or convertible by its terms into the common stock of the Company (including convertible promissory notessubject to Section 2.01(b), whether vested or unvested, which is each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (each, a “Company Stock Option”except for shares to be canceled and retired or converted in accordance with Section 2.01(a)(i) and the Dissenting Shares) shall be assumed by THT converted automatically into the right to receive‌ (A) an amount in cash (without interest) equal to $51.00 (the “Cash Consideration”) and shall be deemed (B) that number (rounded to constitute an optionthe nearest 1/10,000 of a share) of validly issued, warrant or convertible security, as the case may be, to acquire the same number of fully paid and nonassessable shares of the common stock stock, no par value, of THT as the holder of such Company Stock Option would have been entitled to receive had such holder exercised or converted such Company Stock Option in full immediately prior Parent (“Parent Common Stock”) equal to the Effective Time Exchange Ratio (not taking into account whether such Company the “Stock Option was in fact exercisable or convertible at such timeConsideration” and, together with the Cash Consideration, the “Merger Consideration”), at the same exercise price per sharein each case, and shallpayable as provided in Section 2.02, to the extent permitted by law and otherwise reasonably practicableand, have the same termwhen so converted, exercisability, vesting schedule, status and all other material terms and conditions; and THT shall take all steps to ensure that a sufficient number of shares of its common stock is reserved for the exercise of such Company Stock Options; and (c) each share of the common stock of THT owned by the Company shall no longer automatically be outstanding and shall be cancelled canceled and retired and shall cease to exist.. For purposes of this Agreement, “Exchange Ratio” shall mean the following:

Effect of Merger on Capital Stock. (a) At the Effective Time, as a result by virtue of the Merger and without any further action on the part of Parent, Acquisition Sub, the Constituent Entities Company or their respective stockholders: , (ai) each share of the common stock of the Company Share issued and outstanding immediately prior thereto shall be converted into one fully paid and nonassessable share of the common stock of THT with the same rights, powers and privileges as the shares of the common stock of the Company so converted, and all shares of such common stock shall be cancelled and retired and shall cease to exist; (b) all outstanding and unexercised portions of each option, warrant and security exercisable or convertible by its terms into the common stock of the Company (including convertible promissory notes), whether vested or unvested, which is outstanding immediately prior to the Effective Time (each, a “Company Stock Option”other than the Cancelled Shares and except for any Dissenting Shares) shall be assumed by THT cancelled and extinguished and automatically converted into and shall be deemed thereafter represent the right to constitute receive an option, warrant or convertible security, amount in cash equal to the Offer Price (such amount of cash hereinafter referred to as the case may be“Merger Consideration”), payable to acquire the same number of shares of the common stock of THT as the holder of such Company Stock Option would have been entitled to receive had such holder exercised thereof, without interest, in accordance with Section 4.02, (ii) all Shares that are owned directly by Parent or converted such Company Stock Option in full Acquisition Sub immediately prior to the Effective Time (not taking into account whether such or held in treasury of the Company Stock Option was in fact exercisable or convertible at such time), at the same exercise price per share, and shall, to the extent permitted by law and otherwise reasonably practicable, have the same term, exercisability, vesting schedule, status and all other material terms and conditions; and THT shall take all steps to ensure that a sufficient number of shares any of its common stock is reserved for wholly-owned Subsidiaries (in each case, other than any such Shares held on behalf of third parties) (the exercise of such Company Stock Options; and (c“Cancelled Shares”) each share of the common stock of THT owned by the Company shall no longer be outstanding and shall be cancelled and retired without any conversion thereof and shall cease to existexist and no payment shall be made in respect thereof and (iii) each issued and outstanding share of common stock, par value $0.01 per share, of Acquisition Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) Without limiting the other provisions of this Agreement and without duplication of any adjustment made pursuant to Section 2.01(f), if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, the Merger Consideration shall be equitably adjusted to reflect such reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or stock dividend thereon.