Effect of Merger on Company Capital Stock. Company Stock Rights 7 2.6 Surrender of Certificates; Payment of Merger Consideration 8 2.7 Closing Deliverables 8 2.8 Closing Working Capital Adjustment 10 2.9 Transaction Expenses 12 2.10 Escrow 13 2.11 Appraisal Rights 16 2.12 Outstanding Indebtedness 17 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 17 3.1 Organization and Qualification 18 3.2 Capitalization 18 3.3 Authority Relative to the Related Agreements 19
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