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

Effect of Merger on Company Stock. (a) Immediately prior to the Effective Time, each holder of Company Preferred Stock shall effect the Conversion and deliver to Acquiror evidence (which shall be reasonably satisfactory to Acquiror) thereof. As a result of the Conversion, (i) immediately prior to the Effective Time, each share of Company Preferred Stock shall be converted into 3,960,043 shares of Company Common Stock, (ii) all the shares of Company Preferred Stock shall no longer be outstanding and shall cease to exist, (iii) each holder of Company Preferred Stock shall thereafter cease to have any rights with respect to the Company Preferred Stock so converted, and (iv) all the issued and outstanding Company Stock shall be comprised of Company Common Stock; (b) 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 any Party or the holders of any securities of Acquiror, subject to and in consideration of the terms and conditions set forth herein, the following shall occur: (i) Each share of Company Stock issued and outstanding immediately prior to the Effective Time (other than, for the avoidance of doubt, any shares of Company Stock (A) that are subject to Company Options, which shall be subject to Section 3.03, (B) held in the Company’s treasury or otherwise owned by the Company immediately prior to the Effective Time and (C) held by stockholders of the Company who have perfected and not withdrawn a demand for appraisal rights pursuant to the applicable provisions of the CGCL or DGCL, as applicable (clauses (A), (B) and (C), collectively, the “Excluded Shares”)) will be cancelled and automatically deemed for all purposes to represent the right to receive the Per Share Merger Consideration. (ii) From and after the Effective Time, each of the Pre-Closing Stockholders shall cease to have any rights in and to the Company or the Surviving Corporation, and each share of Company Common Stock (other than Excluded Shares) shall thereafter be cancelled and represent only the right to receive the applicable portion of the Total Pre-Closing Stockholder Consideration, as set forth in Section 3.02(b)(i), in accordance with and subject to the terms and conditions of this Agreement. At the Effective Time, the stock transfer books of the Company shall be closed, and no transfer of the Company Stock shall be made thereafter. (iii) Notwithstanding anything in this Agreement to the contrary no fraction of a share of Acquiror Common Stock will be issued by virtue of the Merger, and any such fractional share (after aggregating all fractional shares of Acquiror Common Stock that otherwise would be received by a Pre-Closing Stockholder) shall be rounded down to the nearest whole share. (iv) Each issued and outstanding share of common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub (if any) shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence. (v) Each share of Company Stock held in the Company’s treasury or otherwise owned by the Company immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof and no consideration shall be paid or payable with respect thereto. (vi) The number of shares of Acquiror Common Stock that the Pre-Closing Stockholders are entitled to receive as a result of the Merger and as otherwise contemplated by this Agreement shall be adjusted to reflect appropriately the effect of any stock split, split-up, reverse stock split, stock dividend or distribution (including any dividend or distribution of securities convertible into Acquiror Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Acquiror Common Stock occurring on or after the date hereof and prior to the Closing.

Effect of Merger on Company Stock. (a) Immediately prior to the Effective Time, each holder of Company Preferred Stock shall effect the Conversion and deliver to Acquiror evidence (which shall be reasonably satisfactory to Acquiror) thereof. As a result of the Conversion, (i) immediately prior to the Effective Time, each share of Company Preferred Stock shall be converted into 3,960,043 shares of Company Common Stock, (ii) all the shares of Company Preferred Stock shall no longer be outstanding and shall cease to exist, (iii) each holder of Company Preferred Stock shall thereafter cease to have any rights with respect to the Company Preferred Stock so converted, and (iv) all the issued and outstanding Company Stock shall be comprised of Company Common Stock; (b) 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 any Party Party, any Holder or the holders of any securities of Acquiror, subject to and in consideration of the terms and conditions set forth hereinSPAC Stockholder, the following shall occur: (ia) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other thanthan Excluded Shares and Dissenting Shares, for the avoidance of doubt, any shares of Company Stock (A) that are subject to Company Options, which shall be subject to Section 3.03, (B) held in the Company’s treasury or otherwise owned by the Company immediately prior and after giving effect to the Effective Time and (C) held by stockholders of the Company who have perfected and not withdrawn a demand for appraisal rights pursuant to the applicable provisions of the CGCL or DGCL, as applicable (clauses (A), (B) and (C), collectively, the “Excluded Shares”)conversion described in Section 3.01) will be cancelled automatically surrendered and automatically deemed shall cease to exist, and be exchanged for all purposes to represent the right to receive the Per Share Merger Consideration. (ii) , in each case in accordance with the terms of this Agreement. From and after the Effective Time, each such Person that, immediately prior to the Effective Time, was registered as a holder of the Pre-Closing Stockholders shall cease to have any rights in and to the Company or the Surviving Corporation, and each share of Company Common Stock (other than Excluded Shares and Dissenting Shares, and after giving effect to the conversion described in Section 3.01) in the share transfer books of the Company shall thereafter cease to be cancelled a stockholder of the Company and represent only have the right to receive the applicable portion of the Total Pre-Closing Stockholder Consideration, as set forth in Section 3.02(b)(i), Per Share Merger Consideration in accordance with and subject to the terms and conditions of this Agreement. At the Effective Time, the stock share transfer books of the Company shall be closed, and no transfer of the Company Common Stock shall be made thereafter. (iii) Notwithstanding anything in this Agreement to the contrary no fraction of a share of Acquiror Common Stock will be issued by virtue of the Merger, and any such fractional share (after aggregating all fractional shares of Acquiror Common Stock that otherwise would be received by a Pre-Closing Stockholder) shall be rounded down to the nearest whole share. (ivb) Each issued and outstanding share of common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockshare, par value US $0.001 0.0001 per share, of the Surviving CorporationEntity, which shall constitute the only outstanding shares of the Surviving Entity. From and after the Effective Time, all certificates and book-entry notations representing the common stock of Merger Sub (if any) shall be deemed for all purposes to represent the number of common shares of common stock of the Surviving Corporation Entity into which they were converted in accordance with the immediately preceding sentence. (vc) Each share of Company Stock held in the Company’s treasury or otherwise owned by SPAC, Merger Sub or the Company immediately prior to the Effective Time (each, an “Excluded Share”) shall automatically be cancelled and extinguished without any conversion thereof surrendered (as applicable) and no consideration shall be paid or payable with respect thereto. (vi) The number of shares of Acquiror Common Stock that the Pre-Closing Stockholders are entitled to receive as a result of the Merger and as otherwise contemplated by this Agreement shall be adjusted to reflect appropriately the effect of any stock split, split-up, reverse stock split, stock dividend or distribution (including any dividend or distribution of securities convertible into Acquiror Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Acquiror Common Stock occurring on or after the date hereof and prior to the Closing.

Effect of Merger on Company Stock. (a) Immediately prior to the Effective Time, each holder of Company Preferred Stock shall effect the Conversion and deliver to Acquiror evidence (which shall be reasonably satisfactory to Acquiror) thereof. As a result of the Conversion, (i) immediately prior to the Effective Time, each share of Company Preferred Stock shall be converted into 3,960,043 shares of Company Common Stock, (ii) all the shares of Company Preferred Stock shall no longer be outstanding and shall cease to exist, (iii) each holder of Company Preferred Stock shall thereafter cease to have any rights with respect to the Company Preferred Stock so converted, and (iv) all the issued and outstanding Company Stock shall be comprised of Company Common Stock; (b) On the terms and subject to the conditions set forth herein, at At the Effective Time, by virtue of the Merger and without any further action on the part of any Party party or the holders holder of any securities of Acquiror, subject to and in consideration of the terms and conditions set forth herein, the following shall occursecurities: (ia) Each share of the Company Stock issued and outstanding immediately prior to the Effective Time (other than Company Dissenting Shares (as defined below)) shall be converted into and represent the right to receive (y) a number of MCC Shares equal to (i) the Company Closing Stock Consideration divided by (ii) the total number of shares of Company Stock issued and outstanding immediately prior to the Effective Time (other than, for the avoidance of doubt, any shares of than Company Stock (A) that are subject to Company Options, which shall be subject to Section 3.03, (B) held in the Company’s treasury or otherwise owned treasury), plus (z) the Company Closing Cash Consideration, if any, divided by the total number of shares of Company Stock issued and outstanding immediately prior to the Effective Time (other than Company Stock held in the Company’s treasury); (b) The Company Stockholders shall be entitled to receive (i) certificates (or, at the option of MCC, evidence of shares in book-entry form) representing the MCC Shares into which their shares of Company Stock were converted pursuant to Section 2.6(a) (the “Merger Shares”) and (Cii) held a payment in cash (either in the form of an MCC company check or by stockholders wire transfer of immediately available funds to an account designated by the applicable Company Stockholder) in the amount of the Company who have perfected and not withdrawn a demand for appraisal rights pursuant to Closing Cash Consideration, if any, into which their shares of Company Stock were converted (together with the applicable provisions of the CGCL or DGCL, as applicable (clauses (A), (B) and (C), collectivelyMerger Shares, the “Excluded SharesMerger Consideration”)) will be cancelled and automatically deemed for all purposes , upon surrender to represent the right to receive the Per Share Merger Consideration. (ii) From and after the Effective Time, each MCC or its designated representative of the Pre-Closing Stockholders shall cease to have any rights in and to the Company or the Surviving Corporation, and each share of Company Common Stock (other than Excluded Shares) shall thereafter be cancelled and represent only the right to receive the applicable portion of the Total Pre-Closing Stockholder Consideration, as set forth in Section 3.02(b)(i), in accordance with and subject to the terms and conditions of this Agreement. At the Effective Time, the stock transfer books of the Company shall be closed, and no transfer of the Company Stock shall be made thereafter. Certificate, together with a letter of transmittal in the form attached hereto as Exhibit D (iiithe “Letter of Transmittal”) Notwithstanding anything in this Agreement to the contrary no fraction of a share of Acquiror Common Stock will be issued by virtue of the Merger, duly completed and any such fractional share (after aggregating all fractional shares of Acquiror Common Stock that otherwise would be received by a Pre-Closing Stockholder) shall be rounded down to the nearest whole share. (iv) Each issued and outstanding share of common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub (if any) shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted executed in accordance with the immediately preceding sentenceinstructions thereto. MCC hereby designates the Stockholders’ Representative as its designated representative for purposes of receiving the Letters of Transmittal. If any Company Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Stock Certificate to be lost, stolen or destroyed and, if required by the Surviving Company, the posting by such person of a bond, in such reasonable amount as the Surviving Company may determine and direct, as indemnity against any claim that may be made against it with respect to such, the Surviving Company will deliver, in exchange for such lost, stolen or destroyed Company Stock Certificates, the Merger Consideration to which the holder thereof is entitled pursuant to this Agreement. Each Company Stockholder shall have the right to elect to become a party to the Investor Rights Agreement by making an affirmative election to that effect in the Letter of Transmittal. Any Company Stockholder who elects to become a party to the Investor Rights Agreement shall have all the rights and be subject to all the agreements and covenants of “Investors” thereunder. (vc) Each share of Company Stock held in the Company’s treasury or otherwise owned by the Company immediately prior to the Effective Time shall be cancelled and extinguished retired without payment of any conversion thereof and no consideration shall be paid or payable with respect theretotherefor. (vid) The number Notwithstanding anything to the contrary in Section 2.6(a) and Section 2.6(b), each Company Stockholder will be deemed to have received and hereby authorizes MCC to deposit with the Escrow Agent such portion of shares the Company Closing Consideration equal to such Company Stockholder’s Pro-Rata Share of Acquiror Common Stock that the Pre-Company Indemnity Escrow Shares, the Special Environmental Escrow Shares and the Adjustment Company Escrow Deposit. Such Company Indemnity Escrow Shares, Special Environmental Escrow Shares and Adjustment Company Escrow Deposit shall be deducted from the portion of the Company Closing Stockholders are Consideration such Company Stockholder would otherwise be entitled to receive as a result of the Merger pursuant to Section 2.6(a) and as otherwise contemplated by this Agreement shall be adjusted to reflect appropriately the effect Section 2.6(b) without any act of any stock split, split-up, reverse stock split, stock dividend or distribution (including any dividend or distribution of securities convertible into Acquiror Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Acquiror Common Stock occurring on or after the date hereof and prior to the Closingsuch Company Stockholder.