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

Effect of Merger on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any Company Stockholder: (i) each share of common stock, par value $0.20 per share, of the Company (the “Company Common Stock”) held (A) in the Company’s treasury, (B) by the Company or any wholly owned Company Subsidiary or (C) by Parent, Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof; (ii) except as provided in Section 2.01(a)(i) and Section 2.04, and subject to Section 2.01(b) and Section 2.03, each share of Company Common Stock (the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive, in accordance with the terms of this Agreement, an amount in cash equal to $122.50 (the “Merger Consideration”), without any interest thereon and subject to any withholding of Taxes in accordance with Section 2.02(g); and (iii) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) fully paid share of common stock, par value $0.01 per share, 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 Shares because of any reclassification, recapitalization, stock split or combination, division or subdivision of shares, stock dividend (with the record date for such dividend falling during such period), 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.

Effect of Merger on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any Company Stockholder: (i) each share of common stock, par value $0.20 0.01 per share, of the Company (the “Company Common Stock”) held (A) in the Company’s treasury, (B) by the Company or any wholly owned Company Subsidiary or (C) by Parent, Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof; (ii) except as provided in Section 2.01(a)(i) and Section 2.04, and subject to Section 2.01(b) and Section 2.03, each share of Company Common Stock (the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive, in accordance with the terms of this Agreement, an amount in cash equal to $122.50 0.13 (the “Merger Consideration”), without any interest thereon and subject to any withholding of Taxes in accordance with Section 2.02(g); and (iii) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) fully paid share of common stock, par value $0.01 per share, 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 Shares because of any reclassification, recapitalization, stock split or combination, division or subdivision of shares, stock dividend (with the record date for such dividend falling during such period), 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.

Effect of Merger on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company Parties hereto or any Company Stockholderthe holders of the following securities: (ia) Subject to the other provisions of this Article II, each share of common stock, par value $0.20 .01 per share, of the Company Creative (the “Company "Creative Common Stock”) held (A) in the Company’s treasury, (B) by the Company or any wholly owned Company Subsidiary or (C) by Parent, Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof; (ii) except as provided in Section 2.01(a)(i) and Section 2.04, and subject to Section 2.01(b) and Section 2.03, each share of Company Common Stock (the “Company Shares”") issued and outstanding immediately prior to the Effective Time (other than any Creative Common Stock to be canceled pursuant to Section 2.2) shall be converted automatically into the right to receivereceive 0.30 of a fully paid and nonassessable share of Surviving Company Common Stock (the "Creative Exchange Ratio"), together with cash, if any, in accordance with lieu of any fraction of a share of Surviving Company Common Stock, pursuant to Section 2.5 (the terms "Creative Merger Consideration"). (b) Subject to the other provisions of this AgreementArticle II, an amount in cash equal to $122.50 (the “Merger Consideration”), without any interest thereon and subject to any withholding of Taxes in accordance with Section 2.02(g); and (iii) each share of (i) common stock, par value $0.01 .01 per share, of Merger Sub Ontogeny (the "Ontogeny Common Stock") issued and outstanding immediately prior to the Effective Time and (ii) each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series C-1 Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock of Ontogeny, each series with a par value $.01 per share (collectively, the "Ontogeny Preferred Stock") issued and outstanding immediately prior to the Effective Time (other than, in each case, any Ontogeny Common Stock or Ontogeny Preferred Stock to be canceled pursuant to Section 2.2 and any Appraisal Shares (as defined in Section 2.11(a))) shall be converted automatically into and become one (1) the right to receive 0.2564 of a fully paid and nonassessable share of common Surviving Company Common Stock (the "Ontogeny Exchange Ratio"), together with cash, if any, in lieu of any fraction of a share of Surviving Company Common Stock, pursuant to Section 2.5 (the "Ontogeny Merger Consideration"). (c) (i) In addition to such number of shares of Surviving Company Common Stock that each share of Series A preferred stock, par value $0.01 .01 per share, of Reprogenesis (the Surviving Corporation "Reprogenesis Series A Stock") shall be entitled to pursuant to Section 2.1 (c)(ii), each share of Reprogenesis Series A Stock issued and outstanding immediately prior to the Effective Time (other than any Reprogenesis Series A Stock to be canceled pursuant to Section 2.2 and any Dissenting Shares (as defined in Section 2.11(b)) shall constitute be converted automatically into the only outstanding right to receive the number of fully paid and nonassessable shares of capital stock of Surviving Company Common Stock equal to the Surviving Corporation as of immediately after the Closing. (b) IfReprogenesis Series A Consideration divided by 2,702,702, between the date of this Agreement and the Effective Timetogether with cash, any change shall occur if any, in the outstanding Company Shares because lieu of any reclassificationfraction of a share of Surviving Company Common Stock, recapitalization, stock split or combination, division or subdivision pursuant to Section 2.5. "Reprogenesis Series A Consideration" shall mean the lesser of shares, stock dividend (with A) the record date for such dividend falling during such period), 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.number of

Effect of Merger on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company Parties hereto or any Company Stockholderthe holders of the following securities: (ia) Subject to the other provisions of this Article II, each share of common stock, par value $0.20 .01 per share, of the Company Creative (the “Company "Creative Common Stock”) held (A) in the Company’s treasury, (B) by the Company or any wholly owned Company Subsidiary or (C) by Parent, Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof; (ii) except as provided in Section 2.01(a)(i) and Section 2.04, and subject to Section 2.01(b) and Section 2.03, each share of Company Common Stock (the “Company Shares”") issued and outstanding immediately prior to the Effective Time (other than any Creative Common Stock to be canceled pursuant to Section 2.2) shall be converted automatically into the right to receivereceive 0.30 of a fully paid and nonassessable share of Surviving Company Common Stock (the "Creative Exchange Ratio"), together with cash, if any, in accordance with lieu of any fraction of a share of Surviving Company Common Stock, pursuant to Section 2.5 (the terms "Creative Merger Consideration"). (b) Subject to the other provisions of this AgreementArticle II, an amount in cash equal to $122.50 (the “Merger Consideration”), without any interest thereon and subject to any withholding of Taxes in accordance with Section 2.02(g); and (iii) each share of (i) common stock, par value $0.01 .01 per share, of Merger Sub Ontogeny (the "Ontogeny Common Stock") issued and outstanding immediately prior to the Effective Time and (ii) each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series C-1 Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock of Ontogeny, each series with a par value $.01 per share (collectively, the "Ontogeny Preferred Stock") issued and outstanding immediately prior to the Effective Time (other than, in each case, any Ontogeny Common Stock or Ontogeny Preferred Stock to be canceled pursuant to Section 2.2 and any Appraisal Shares (as defined in Section 2.11(a))) shall be converted automatically into and become one (1) the right to receive 0.2564 of a fully paid and nonassessable share of common Surviving Company Common Stock (the "Ontogeny Exchange Ratio"), together with cash, if any, in lieu of any fraction of a share of Surviving Company Common Stock, pursuant to Section 2.5 (the "Ontogeny Merger Consideration"). (c) (i) In addition to such number of shares of Surviving Company Common Stock that each share of Series A preferred stock, par value $0.01 .01 per share, of Reprogenesis (the Surviving Corporation "Reprogenesis Series A Stock") shall be entitled to pursuant to Section 2.1 (c)(ii), each share of Reprogenesis Series A Stock issued and outstanding immediately prior to the Effective Time (other than any Reprogenesis Series A Stock to be canceled pursuant to Section 2.2 and any Dissenting Shares (as defined in Section 2.11(b)) shall constitute be converted automatically into the only outstanding right to receive the number of fully paid and nonassessable shares of capital stock of Surviving Company Common Stock equal to the Surviving Corporation as of immediately after the Closing. (b) IfReprogenesis Series A Consideration divided by 2,702,702, between the date of this Agreement and the Effective Timetogether with cash, any change shall occur if any, in the outstanding Company Shares because lieu of any reclassificationfraction of a share of Surviving Company Common Stock, recapitalization, stock split or combination, division or subdivision pursuant to Section 2.5. "Reprogenesis Series A Consideration" shall mean the lesser of shares, stock dividend (with A) the record date for such dividend falling during such period), reverse stock split, exchange, consolidation number of shares, readjustment or other similar transaction, then fully paid and nonassessable shares of Surviving Company Common Stock whose aggregate Trailing Average Market Price equals $6,000,000 and (B) the Reprogenesis Fully Diluted Merger Consideration and any other similarly dependent terms shall be appropriately adjustedConsideration.

Effect of Merger on Capital Stock. (a) At As of the Effective Time, by virtue of the First Step Merger and without any further action on the part of Parent, Merger Sub, the Company Stockholders or any Company Stockholderholders of capital stock of Merger Sub Two: (i) each share membership interest of common stock, par value $0.20 per share, of the Company (the “Company Common Stock”) held (A) in the Company’s treasury, (B) by the Company or any wholly owned Company Subsidiary or (C) by Parent, Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof; (ii) except as provided in Section 2.01(a)(i) and Section 2.04, and subject to Section 2.01(b) and Section 2.03, each share of Company Common Stock (the “Company Shares”) Two issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive, in accordance with the terms of this Agreement, an amount in cash equal to $122.50 (the “Merger Consideration”), without any interest thereon and subject to any withholding of Taxes in accordance with Section 2.02(g); and (iii) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) fully paid and non-assessable share of common stock, no par value $0.01 per share, of the Interim Surviving Corporation Entity, and such shares shall continue unchanged as a result of the First Step Merger and will constitute the only outstanding shares of capital stock of the Interim Surviving Corporation Entity. (ii) the Existing Company Equity issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares) will be converted into the right to receive the Merger Consideration payable to the Stockholders in accordance with each Stockholder’s Allocation Percentage as set forth in the Closing Date Holdings Statement and in accordance with the terms of this Agreement when such disbursements, if any, are required to be made; provided, that no fractional shares of Parent Common Stock shall be issued in connection with the First Step Merger and any fractional interests of Existing Company Equity held by a Stockholder as of immediately after the ClosingEffective Time shall be rounded up or down to the nearest whole number for purposes of calculating such Stockholder’s portion of the Merger Consideration. (b) If, between As of the date of this Agreement and the Second Effective Time, by virtue of the Second Step Merger and without any change shall occur in action on the part of the Stockholders or any holders of capital stock of Merger Sub One, each share of common stock, no par value per share, of the Interim Surviving Entity issued and outstanding Company Shares because of any reclassification, recapitalization, stock split or combination, division or subdivision of shares, stock dividend (with immediately prior to the record date for such dividend falling during such period), reverse stock split, exchange, consolidation of shares, readjustment or other similar transaction, then the Merger Consideration and any other similarly dependent terms Second Effective Time shall be appropriately adjusted.converted into one (1) fully paid and non-assessable membership interest of the Surviving Entity, and such membership interests shall constitute the only outstanding membership interests of the Surviving Entity. At the Second Effective Time, each share of common stock of the Interim Surviving Entity issued and outstanding immediately prior to the Second Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof, and no consideration will be delivered in exchange therefor

Effect of Merger on Capital Stock. (a) At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned by Mergerco) shall, by virtue of the Merger and without any further action on the part of Parentthe holder thereof, Merger Sub, be converted into the Company or any Company Stockholder: (i) each right to receive $7.15 in cash per share of common stock, par value $0.20 per share, of the Company (the “Company Common StockCash Consideration”) held payable to the holder thereof, without interest thereon, subject to the exchange process contemplated in Section 4.2(a) and to adjustment as provided in Section 4.3, and each holder of a certificate (Aa “Certificate”) in the Company’s treasury, (B) by the Company or any wholly owned Company Subsidiary or (C) by Parent, Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent that immediately prior to the Effective Time of the Merger represented any such shares of Company Common Stock shall automatically be cancelled and retired and shall thereafter cease to existhave any rights with respect to such shares, except the right to receive, without interest thereon, upon the surrender of such Certificate, the Cash Consideration in accordance with Section 4.2(a). (b) At the Effective Time, and no consideration or payment shall be delivered in exchange therefor or in respect thereof; (ii) except as provided in Section 2.01(a)(i) and Section 2.04, and subject to Section 2.01(b) and Section 2.03without any action on the part of the holders of Company Common Stock, each share of Company Common Stock (the “Company Shares”) issued and outstanding immediately prior to the Effective Time and owned by Mergerco shall cease to be outstanding and shall be canceled and retired and shall cease to exist. (c) At the Effective Time, the issued and outstanding shares of common stock of Mergerco shall be converted into the right to receive, in accordance with the terms and become a number of this Agreement, an amount in cash equal to $122.50 (the “Merger Consideration”), without any interest thereon fully paid and subject to any withholding of Taxes in accordance with Section 2.02(g); and (iii) each share non-assessable shares of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) fully paid share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation Company as shall be equal to the product of (i) the number of whole and fractional shares of Mergerco common stock to be so converted and (ii) one thousand (1,000). Such shares of common stock of the Company shall constitute all of the only issued and outstanding shares of capital stock of the Surviving Corporation as of at the Effective Time. Company Common Stock owned by Mergerco immediately after prior to the ClosingEffective Time shall be cancelled and cease to exist in accordance with Section 4.1(b). (bd) If, Except as otherwise agreed between the date Company and the holders of this Agreement and the Company Options (as defined in Section 5.3), at the Effective Time, any change the Company Option Plans (as defined in Section 5.3) and the Company Options outstanding at the Effective Time shall occur be assumed by the Surviving Corporation and shall remain outstanding at the Effective Time. (e) Each Company Option that is exercisable prior to the Effective Time and has an exercise price less than the Cash Consideration shall, as of the Effective Time and at the option of the holder thereof, be converted into the right to receive cash equal to the Cash Consideration less the exercise price of such Company Option multiplied by the number of shares of Company Common Stock for which such Company Option is exercisable, less applicable withholding and similar deductions. (f) Pursuant to the terms of the Company’s 1996 Employee Stock Purchase Plan (the “Purchase Plan”), the purchase date of the offering period under the Purchase Plan, during which period the Effective Time will occur, shall be accelerated to a date prior to the Effective Time, which date shall be specified by the Company’s Board of Directors, and each participant in the outstanding Company Shares because Purchase Plan, who has not withdrawn from that offering period and whose participation in that offering period has not terminated prior to such date, shall automatically acquire, pursuant to the exercise of any reclassificationsuch participant’s purchase right, recapitalizationshares of the Company’s common stock as provided in the Purchase Plan, stock split or combinationwhich shares shall, division or subdivision by virtue of shares, stock dividend (with the record date for such dividend falling during such period), reverse stock split, exchange, consolidation of shares, readjustment or other similar transaction, then the Merger and without any action on the part of the participant, be converted into the right to receive Cash Consideration and pursuant to Section 4.1(a) at the Effective Time. Prior to the Effective Time, the Company shall take all actions necessary, including obtaining all required consents, such that any other similarly dependent terms cash balance remaining in any Purchase Plan participant’s account following such accelerated purchase date shall be appropriately adjustedpaid to such participant immediately prior to the Effective Time. At the Effective Time, the Company shall terminate the Purchase Plan, and the Surviving Corporation shall not assume the Company’s obligations under the Purchase Plan. All purchase rights under the Purchase Plan not exercised prior to the Effective Time shall terminate and cease to be outstanding as of the Effective Time.

Effect of Merger on Capital Stock. (a) At On the terms and subject to the conditions set forth herein, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Subany Party or the holders of any securities of Quantum, the Company or any Company Stockholderfollowing shall occur: (ia) At the Effective Time, each PIPE Share and each Quantum Sponsor Share will be converted into, and the PIPE Stockholders and the Quantum Sponsor Stockholders shall be entitled to receive for each such share, one (1) share of common stock, par value $0.20 per share, of the Company (the “Company Common Stock”. (b) held (A) in the Company’s treasury, (B) by the Company or any wholly owned Company Subsidiary or (C) by Parent, Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent immediately prior to At the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof; (ii) except as provided in Section 2.01(a)(i) and Section 2.04, and subject to Section 2.01(b) and Section 2.03Time, each share of Company Quantum Common Stock (the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than any Excluded Share, PIPE Share and Quantum Sponsor Share) will be converted into, and each holder thereof shall be converted into entitled to receive for each such share, a number of shares of Company Common Stock equal to (1) the sum of (x) the Post-Redemption Quantum Public Share Number plus (y) 750,000 divided by (2) the Post-Redemption Quantum Public Share Number. (c) From and after the Effective Time, each of the Pre-Closing Holders shall cease to have any other rights in and to Quantum or the Surviving Corporation, and each Certificate relating to the ownership of shares of Quantum Common Stock (other than any Excluded Share) shall thereafter represent only the right to receive, receive the applicable portion of the Closing Quantum Share Consideration in accordance with with, and subject to the terms and conditions of this Agreement, an amount in cash equal to $122.50 (the “Merger Consideration”), without any interest thereon and subject to any withholding of Taxes in accordance with Section 2.02(g); and. (iiid) each Each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and Corporation, which shall constitute the only outstanding shares of capital stock of the Surviving Corporation as of immediately Corporation. From and after the Closing. (b) If, between the date of this Agreement and the Effective Time, any change the shares of common stock of the Merger Sub shall occur be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in the outstanding Company Shares because of any reclassification, recapitalization, stock split or combination, division or subdivision of shares, stock dividend (accordance with the record date for such dividend falling during such period)immediately preceding sentence. (e) Each share of Quantum Common Stock held in Quantum’s treasury or owned by Quantum, reverse stock splitMerger Sub or the Company immediately prior to the Effective Time shall be cancelled and no consideration shall be paid or payable with respect thereto. (f) Notwithstanding anything in this Agreement to the contrary, exchangeno fraction of a share of Company Common Stock will be issued by virtue of the Merger, consolidation of shares, readjustment or other similar transaction, then the Merger Consideration and any other similarly dependent terms such fractional share (after aggregating all fractional shares of Company Common Stock that otherwise would be received by a Pre-Closing Holder) shall be appropriately adjustedrounded down to the nearest whole share.

Effect of Merger on Capital Stock. (a) At the Effective Time, by virtue of the Merger Merger, and without any further action on the part of Parent, Merger Sub, the Company or any Company Stockholderparty's action: (ia) each share Capital Stock of common stock, par value $0.20 per share, of the Company Company. As set forth on Exhibit 4.2 hereof (the “Company Common Stock”) held (A) in the Company’s treasury, (B) which Exhibit is incorporated herein by the Company or any wholly owned Company Subsidiary or (C) by Parent, Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent immediately prior to the Effective Time shall automatically be cancelled reference and retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof; (ii) except as provided in Section 2.01(a)(imade a part hereof) and Section 2.04, and subject to Section 2.01(b) and Section 2.03, each share of Company Common Stock (the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive, in accordance with the terms of this Agreementhereof, an amount in cash equal to $122.50 (the “Merger Consideration”), without any interest thereon and subject to any withholding of Taxes in accordance with Section 2.02(g); and (iii) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) fully paid share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding Stockholder's shares of capital stock of the Surviving Corporation as Company shall be converted into (i) common stock of Parent together with a right to purchase a fractional share of Parent's Series C Preferred Stock pursuant to the Rights Agreement (each share of stock and related right a "Parent Share" and collectively, the "Parent Shares") and/or (ii) cash. Each share of Company Common Stock, Series A Preferred Stock, and Series B Preferred Stock issued and outstanding immediately after before the Closing. Effective Time and held by an Accredited Investor Stockholder will be automatically converted into the right to receive 0.35683706 of a Parent Share (bthe "Conversion Ratio"); and (B) If$11.009399445 in cash for each such share of Company Common Stock, between Series A Preferred Stock, and Series B Preferred Stock. Each share of Company Common Stock issued and outstanding immediately before the date Effective Time and held by a Stockholder who is not an Accredited Investor will be automatically converted into the right to receive an amount in cash of this Agreement $15.10622339 for each share of Company Common Stock. The aggregate number of Parent Shares and the Effective Time, any change shall occur aggregate amount of cash to be issued to the Stockholders in the outstanding Merger are referred to as the "Merger Consideration." Schedule 4.2 lists each Stockholder's ownership of -3- Company Shares because Common and Preferred Stock, and the respective Merger Consideration for each Stockholder. All shares of any reclassificationCompany Common Stock, recapitalizationSeries A Preferred Stock, stock split or combinationand Series B Preferred Stock (each a "Converted Security" and collectively, division or subdivision of shares, stock dividend (with the record date for such dividend falling during such period"Converted Securities"), reverse stock splitwhen converted as provided in this Agreement, exchangewill no longer be outstanding and will automatically be canceled and retired and will cease to exist, consolidation and each holder of sharesa certificate representing any Converted Securities immediately before the Effective Time (each a "Company Certificate" and collectively the "Company Certificates") will cease to have any rights with respect thereto, readjustment or other similar transactionexcept the right to receive the applicable Merger Consideration, then the Merger Consideration and any other similarly dependent terms shall to be appropriately adjustedpaid in consideration therefor upon surrender of that Company Certificate in accordance with Section 2.2, without interest.