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

Effect of Merger on Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Acquisition Corp., the Company or the holders of any shares of capital stock of the Company: (a) subject to Section 1.9, each share of common stock, par value $0.0001 per share, of Acquisition Corp. that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one share of Class A common stock, par value $0.0001 per share, of the Surviving Corporation; (b) subject to Sections 1.5(c), 1.6 and 1.9: (i) each share of Class A Common Stock that is issued and outstanding immediately prior to the Effective Time held by the Public Stockholders will be converted into the right to receive the Merger Consideration, and, when so converted, will automatically be canceled and will cease to exist; (ii) (A) each share of Class A Common Stock that is issued and outstanding immediately prior to the Effective Time and held by SoftBank, Sprint or any of its wholly owned Subsidiaries will be converted into and become one share of class A common stock, par value $0.0001 per share, of the Surviving Corporation and (B) each share of Class B Common Stock that is issued and outstanding immediately prior to the Effective Time will be converted into and become one share of class B common stock, par value $0.0001 per share, of the Surviving Corporation; and (iii) each Public Stockholder that holds a certificate or certificates, which represented outstanding shares of Class A Common Stock immediately prior to the Effective Time (“Certificates”), and each Public Stockholder that holds uncertificated shares of Class A Common Stock represented by book entry immediately prior to the Effective Time (“Book-Entry Shares”), will cease to have any rights with respect to such shares of Class A Common Stock to the extent such Certificate or Book-Entry Shares represent such shares of Class A Common Stock, except for the right to receive the Merger Consideration payable in respect of the shares of Class A Common Stock formerly represented by such Certificate or Book-Entry Shares upon surrender of such Certificate or Book-Entry Shares in accordance with Section 1.8; and (c) any shares of Company Common Stock then held by the Company or any wholly-owned Subsidiary of the Company or held in the Company’s treasury will be canceled and retired and will cease to exist, and no consideration will be delivered in exchange therefor.

Effect of Merger on Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Acquisition Corp.Buyer, the Company Merger Sub, Company, or the holders holder of any shares of capital stock of the Companyfollowing securities: (a) subject to Section 1.9, each Each share of common stockthe Class A Common Stock, par value $0.0001 1.00 per share, of Acquisition Corp. that is issued and outstanding immediately prior to Company (the Effective Time shall be converted into and become one share of Class A common stock, par value $0.0001 per share, of the Surviving Corporation; (b) subject to Sections 1.5(c), 1.6 and 1.9: (i) each share of “Class A Common Stock that is issued and outstanding immediately prior to the Effective Time held by the Public Stockholders will be converted into the right to receive the Merger Consideration, and, when so converted, will automatically be canceled and will cease to exist; (iiStock”) (A) each share of Class A Common Stock that is issued and outstanding immediately prior to the Effective Time and held by SoftBank, Sprint or any of its wholly owned Subsidiaries will be converted into and become one each share of class A common stockthe Class B Common Stock, par value $0.0001 1.00 per share, of Company (the Surviving Corporation “Class B Common Stock,” and, together with the Class A Common Stock, the “Company Common Stock”), except for (i) shares of Company Common Stock owned by Company or Buyer (in each case other than shares of Company Common Stock (A) held in any Company Benefit Plans (as defined herein) or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity and (B) each share held, directly or indirectly, in respect of Class B debts previously contracted (collectively, the “Exception Shares”)) and (ii) Dissenting Shares (as defined herein), if any, shall be converted, in accordance with the procedures set forth in this Agreement, into the right to receive $115.28, without interest, in cash (the “Merger Consideration”) and dividends with respect to Company Common Stock that is issued and outstanding immediately with a record date prior to the Effective Time will be converted into and become one share of class B common stock, par value $0.0001 per share, of the Surviving Corporation; and (iii) each Public Stockholder that holds a certificate or certificates, which represented outstanding shares of Class A was declared by Company on such Company Common Stock immediately in accordance with the terms of this Agreement prior to the Closing and which remain unpaid at the Effective Time Time. (“Certificates”), and each Public Stockholder that holds uncertificated b) All of the shares of Class A Company Common Stock represented by book entry immediately prior to the Effective Time (“Book-Entry Shares”), will cease to have any rights with respect to such shares of Class A Common Stock to the extent such Certificate or Book-Entry Shares represent such shares of Class A Common Stock, except for converted into the right to receive the Merger Consideration payable in respect pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate (each, a “Certificate,” it being understood that any reference herein to “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Class A Company Common Stock formerly represented by Stock) previously representing any such Certificate or Book-Entry Shares upon surrender of such Certificate or Book-Entry Shares in accordance with Section 1.8; and (c) any shares of Company Common Stock then held shall thereafter represent only the right to receive the Merger Consideration. (c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Company Common Stock that are owned by the Company or any wholly-owned Subsidiary of Buyer (in each case other than the Company or held in Exception Shares) immediately prior to the Company’s treasury will Effective Time shall be canceled cancelled and retired and will shall cease to exist, and no neither the Merger Consideration nor any other consideration will shall be delivered in exchange therefor.

Effect of Merger on Company Common Stock. At the Effective Time, by virtue of the Merger Mergers and without any action on the part of Acquisition Corp.Parent, Merger Sub I, Merger Sub II, the Company or the holders of any shares of capital stock of the Companyfollowing Equity Interests: (a) subject Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) any shares to be canceled pursuant to Section 1.92.04b) and (ii) any shares of Company Common Stock held by Stockholders who comply with all provisions of Section 262 of the DGCL concerning the right of holders of shares of Company Common Stock to demand appraisal of such in connection with the Mergers (such holders, “Dissenting Stockholders”)) and all rights in respect thereof will, by virtue of the Mergers and without any action on the part of the holder thereof, will cease to exist and be converted into and represent the right to receive an amount of shares of Parent Common Stock, without interest, equal to the amount equal to the quotient of (A)(1) the Closing Merger Consideration Per Share, plus (2) the Final Overage Per Share, if any, plus (3) the Adjustment Release Amount Per Share, if any, plus (4) the Indemnity Release Amount Per Share, if any, divided by (B) the Per Share Price. (b) Each share of Company Common Stock held in the treasury of the Company and each share owned by Parent immediately prior to the Effective Time will automatically be canceled without any conversion thereof and no payment or distribution will be made with respect thereto. (c) Each share of common stock, par value $0.0001 per share, of Acquisition Corp. that is Merger Sub I (“Merger Sub I Common Stock”), issued and outstanding immediately prior to the First Effective Time, will be converted into one validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the First Surviving Corporation. As of the First Effective Time, the shares of Merger Sub I Common Stock will no longer be outstanding and will automatically be canceled and will cease to exist, and the holder or holders of such shares will cease to have any rights with respect thereto, except the right to receive shares of common stock in the First Surviving Corporation to be issued in consideration therefore as provided herein, without interest. After the First Effective Time, Parent will be the holder of all of the issued and outstanding shares of the First Surviving Corporation’s common stock. (d) Each share of common stock, par value $0.0001 per share, of Merger Sub II (“Merger Sub II Common Stock”), issued and outstanding immediately prior to the Effective Time shall Time, will be converted into one validly issued, fully paid and become one non-assessable share of Class A common stock, par value $0.0001 per share, of the Surviving Corporation; (b) subject to Sections 1.5(c). As of the Effective Time, 1.6 and 1.9: (i) each share the shares of Class A Merger Sub II Common Stock that is issued will no longer be outstanding and outstanding immediately prior to the Effective Time held by the Public Stockholders will be converted into the right to receive the Merger Consideration, and, when so converted, will automatically be canceled and will cease to exist;, and the holder or holders of such shares will cease to have any rights with respect thereto, except the right to receive shares of common stock in the Surviving Corporation to be issued in consideration therefore as provided herein, without interest. After the Effective Time, Parent will be the holder of all of the issued and outstanding shares of the Surviving Corporation’s common stock. (iie) (A) each Each share of Class A Company Common Stock that is issued and outstanding immediately prior to the Effective Time and held by SoftBank, Sprint or any of its wholly owned Subsidiaries will be converted into and become one share of class A common stock, par value $0.0001 per share, of the Surviving Corporation and (B) each share of Class B Common Stock that is issued and outstanding authorized but unissued immediately prior to the Effective Time will be converted into canceled and become one share no payment of class B common stock, par value $0.0001 per share, cash or any other distribution will be made with respect thereto. (f) The stock transfer books of the Surviving Corporation; and (iii) each Public Stockholder that holds a certificate or certificates, which represented outstanding shares Company will be closed and no transfer of Class A Common Stock immediately prior to the Effective Time (“Certificates”), and each Public Stockholder that holds uncertificated shares of Class A Common Stock represented by book entry immediately prior to the Effective Time (“Book-Entry Shares”), will cease to have any rights with respect to such shares of Class A Common Stock to the extent such Certificate or Book-Entry Shares represent such shares of Class A Common Stock, except for the right to receive the Merger Consideration payable in respect of the shares of Class A Common Stock formerly represented by such Certificate or Book-Entry Shares upon surrender of such Certificate or Book-Entry Shares in accordance with Section 1.8; and (c) any shares of Company Common Stock then will thereafter be made on the records of the Company. (g) Notwithstanding anything in this Agreement to the contrary, each Dissenting Stockholder (the shares of Company Common Stock held by such Stockholders, collectively, the Company “Dissenting Shares”) will not have the right to receive any payment in accordance with Section 2.04a) with respect to the Dissenting Shares, but instead and in lieu thereof will have the right to receive payment from the Surviving Corporation with respect to its Dissenting Shares in accordance with the DGCL, unless and until such Dissenting Stockholder will have effectively withdrawn or lost its rights to appraisal under the DGCL. If any wholly-owned Subsidiary such formerly Dissenting Stockholder will have effectively withdrawn or lost such right, such Stockholder will have the right to receive such Stockholders consideration as set forth in Section 2.04a). (h) Each recipient of the Company or held in the Company’s treasury Merger Consideration will be canceled and retired and will cease deemed to exist, and no consideration will be delivered in exchange therefor.become party to the applicable organizational documents of Parent attached as Exhibit H.