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

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit D, without interest, on surrender of the certificate evidencing those shares, the amount of cash and the number of whole and fractional shares of RW Common Stock set forth or determined as provided in Exhibit D (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Newco Common Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, no par value, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation issued on that conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.05, without interest, the Merger Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.07.

Effect of the Merger on Capital Stock. As of the Effective ------------------------------------- Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit D, without interest, on surrender of the certificate evidencing those shares, the amount of cash and the number of whole and fractional shares of RW WORK Common Stock set forth or determined as provided in Exhibit D Schedule 2.04 (the "Merger Consideration"), (ii) cease to be outstanding and to exist exist, and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or by any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Newco Common Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, no par valuevalue $1.00 per share, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation issued on that such conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.05, without interest, the Merger Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.072.06.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a1) the shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time will (ia) be converted convert into the right to receive, subject to the provisions of Section 2.05 and Exhibit DParagraph 2(E), without interest, on surrender of the certificate certificates evidencing those shares, the amount of cash and the number of whole and fractional shares of RW USC Common Stock set Schedule 2(D) sets forth or determined as provided in Exhibit D and, if any, the Additional Cash Consideration (the "Merger Acquisition Consideration"), (iib) cease to be outstanding and to exist and (iiic) be canceled and retired; (b2) each share of Company Common Capital Stock held in the treasury of the Company or any Company Subsidiary will (ia) cease to be outstanding and to exist and (iib) be canceled and retired; and (c3) each share of Newco USC Sub Common Stock issued and outstanding immediately prior to the Effective Time will be converted convert into one share of Common Stock, no par valuevalue $1.00 per share, of the Surviving Corporation, Corporation and the shares of Common Stock of the Surviving Corporation issued on that conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Capital Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.05Paragraph 2(E), without interest, the Merger Acquisition Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.07Paragraph 2(F).

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit D, without interest, on surrender of the certificate evidencing those shares, the amount of cash and the number of whole and fractional shares of RW Common Stock set forth or determined as provided in Exhibit D (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Newco Common Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, no $1.00 par value, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation issued on that conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.05, without interest, the Merger Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.07.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit D, without interest, on surrender of the certificate evidencing those shares, the amount of cash and the number of whole and fractional shares of RW OEI Common Stock Stock, or the amount of cash only, set forth or determined as provided in Exhibit D Schedule 2.04 (the "Merger ConsiderationMERGER CONSIDERATION"), (ii) cease to be outstanding and to exist exist, and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or by any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Newco Common Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, no par valuevalue $1.00 per share, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation issued on that such conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.05, without interest, the Merger Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.072.06.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit D, without interest, on surrender of the certificate evidencing those shares, the amount of cash and the number of whole and fractional shares of RW OEI Common Stock set forth or determined as provided in Exhibit D Schedule 2.04 (the "Merger ConsiderationMERGER CONSIDERATION"), (ii) cease to be outstanding and to exist exist, and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or by any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Newco Common Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, no par valuevalue $1.00 per share, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation issued on that such conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.05, without interest, the Merger Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.072.06.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit D, without interest, on surrender of the certificate evidencing those shares, the amount of cash and the number of whole and fractional shares of RW WORK Common Stock set forth or determined as provided in Exhibit D Schedule 2.04 (the "Merger Consideration"), (ii) cease to be outstanding and to exist exist, and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or by any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Newco Common Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, no par valuevalue $1.00 per share, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation issued on that such conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.05, without interest, the Merger Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.072.06.

Effect of the Merger on Capital Stock. As of the Effective ------------------------------------- Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit D, without interest, on surrender of the certificate evidencing those shares, the amount of cash and the number of whole and fractional shares of RW WORK Common Stock set forth or determined as provided in Exhibit D Schedule 2.04 (the "Merger Consideration")) and the Contingent Merger Consideration, (ii) cease to be outstanding and to exist exist, and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or by any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Newco Common Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, no par valuevalue $1.00 per share, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation issued on that such conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.05, without interest, the Merger Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.072.06.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) All the shares of Company Common Stock DAI Shares issued and outstanding immediately prior to the Effective Time will (i) be converted convert into the right to receive, subject to the provisions of Section 2.05 2.4 and Exhibit DSection 2.5, without interest, on surrender of the certificate evidencing those sharescertificates, the amount of cash and the number of whole and fractional shares of RW Common Stock set forth or determined as provided in Exhibit D (the "Merger Consideration"), (ii) cease to be outstanding and to exist exist, and (iii) be canceled and retired; (b) each Each share of Company Common Stock DAI Shares held in the treasury of the Company DAI or any Company DAI Subsidiary will (i) cease to be outstanding and to exist and (ii) will be canceled and retired; and; (c) each Each share of Newco Sub Common Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, no par value, of the Surviving Corporation, remain unchanged and the such shares of Common Stock of the Surviving Corporation issued on that conversion will constitute all of the issued and outstanding shares of Capital Stock capital stock of the Surviving Corporation. Company; (d) Parent’s Shares issued as part of the Merger Consideration shall be “restricted securities” as defined in Rule 144 under the Securities Act and shall bear a restricted legend to such effect; and (e) Each holder of a certificate representing shares of Company Common Stock DAI Shares immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.052.4, without interest, the Merger Consideration and the additional cash, if any, owing with respect to into which those shares as provided in Section 2.07convert.

Effect of the Merger on Capital Stock. As of the Effective ------------------------------------- Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit D, without interest, on surrender of the certificate evidencing those shares, the amount of cash and the number of whole and fractional shares of RW WORK Common Stock set forth or determined as provided in Exhibit D Schedule 2.04 (the "Merger Consideration"), (ii) cease to be outstanding and to exist exist, and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or by any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Newco Common Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, no par valuevalue $1.00 per share, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation issued on that such conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.05, without interest, the Merger Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.072.06.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit D, without interest, on surrender of the certificate evidencing those shares, the amount of cash and the number of whole and fractional shares of RW Common Stock set forth or determined as provided in Exhibit D (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Newco Common Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, no $.05 par value, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation issued on that conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.05, without interest, the Merger Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.07.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit D, without interest, on surrender of the certificate evidencing those shares, the amount of cash and the number of whole and fractional shares of RW Common Stock set forth or determined as provided in Exhibit D (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Newco Common Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, no $.01 par value, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation issued on that conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.05, without interest, the Merger Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.07.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a1) the shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time will (ia) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit DParagraph 2(E), without interest, on surrender of the certificate certificates evidencing those shares, the principal amount of cash ARS Sub Notes and the rights pursuant to the ARS Sub Undertaking to receive the number of whole and fractional shares of RW ARS Common Stock set forth or determined as provided in Exhibit D Schedule 2(D) (the "Merger Acquisition Consideration"), (iib) cease to be outstanding and to exist and (iiic) be canceled and retired; (b2) each share of Company Common Capital Stock held in the treasury of the Company or any Company Subsidiary will (ia) cease to be outstanding and to exist and (iib) be canceled and retired; and (c3) each share of Newco the Common Stock Stock, par value $.001 per share, of ARS Sub issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, no par value, of the Surviving Corporation, remain unchanged and the such shares of Common Stock of the Surviving Corporation issued on that conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Capital Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.05, without interestParagraph 2(E), the Merger Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.07Acquisition Consideration.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of The Outstanding Company Common Stock issued and outstanding immediately prior to the Effective Time Shares will (i) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit D, without interest, on surrender of the certificate certificates evidencing those sharesOutstanding Company Shares, (A) the amount of cash the Unadjusted Cash Consideration and (B) the Unadjusted Stock Consideration, with each Outstanding Company Share to be converted into the right to receive the portion of the Unadjusted Cash Consideration and the number portion of whole and fractional shares of RW Common the Unadjusted Stock set forth or Consideration determined as provided in Exhibit D (the "Merger Consideration")Schedule 3.02, (ii) cease to be outstanding and to exist exist, and (iii) be canceled and retired; (b) each Each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each Each share of Newco Common Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, no par valuevalue $1.00 per share, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation issued on that such conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of any Outstanding Company Common Stock immediately prior to the Effective Time Shares will, as of the Effective Time and thereafter, cease to have any rights respecting those shares Outstanding Company Shares other than the right to receive, subject to the provisions of Section 2.05, without interest, the Merger Consideration and the additional cash, if any, owing with respect to those any fractional shares as provided in Section 2.072.06.

Effect of the Merger on Capital Stock. As of the Effective ------------------------------------- Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit D, without interest, on surrender of the certificate evidencing those shares, the amount of cash and the number of whole and fractional shares of RW Common Stock set forth or determined as provided in Exhibit D Schedule 2.04 (the "Merger Consideration"), (ii) cease to be outstanding and to exist exist, and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or by any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Newco Common Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, no par valuevalue $1.00 per share, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation issued on that such conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.05, without interest, the Merger Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.07Consideration.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a1) the shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time will (ia) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit DParagraph 2(E), without interest, on surrender of the certificate certificates evidencing those shares, the amount of cash and the number of whole and fractional shares of RW Common Stock set forth or determined as provided in Exhibit D Schedule 2(B) (the "Merger Acquisition Consideration"), (iib) cease to be outstanding and to exist and (iiic) be canceled and retired; (b2) each share of Company Common Capital Stock held in the treasury of the Company or any Company Subsidiary will (ia) cease to be outstanding and to exist and (iib) be canceled and retired; and (c3) each share of Newco the Common Stock Stock, par value $1.00 per share, of ARS Sub issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, no par value, of the Surviving Corporation, remain unchanged and the such shares of Common Stock of the Surviving Corporation issued on that conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Capital Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.05Paragraph 2(E), without interest, the Merger Acquisition Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.07Paragraph 2(F).

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit D, without interest, on surrender of the certificate evidencing those shares, the amount of cash and the number of whole and fractional shares of RW WORK Common Stock set forth or determined as provided in Exhibit D Schedule 2.04 (the "Merger Consideration"), (ii) cease to be outstanding and to exist exist, and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or by any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Newco Common Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, no par valuevalue $1.00 per share, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation issued on that such conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.05, without interest, the Merger Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.072.06.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit D, without interest, on surrender of the certificate evidencing those shares, the amount of cash and the number of whole and fractional shares of RW Common Stock set forth or determined as provided in Exhibit D (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Newco Common Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, no $10.00 par value, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation issued on that conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.05, without interest, the Merger Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.07.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares referred to in Section 2.4(b) below) will (i) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit D, without interest, on surrender of the certificate evidencing those shares, the amount of cash and the number of whole and fractional shares of RW Purchaser Common Stock and Purchaser Preferred Stock set forth or determined as provided in Exhibit D SCHEDULE 2.4 (the "Merger ConsiderationMERGER CONSIDERATION"), (ii) cease to be outstanding and to exist exist, and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Newco Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, no $1.00 par valuevalue per share, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation issued on that such conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock immediately prior to the Effective Time (other than the shares referred to in Section 2.4(b) above) will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.05, without interest, the Merger Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.07Consideration.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a1) the shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time will (ia) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit DParagraph 2(E), without interest, on surrender of the certificate certificates evidencing those shares, the amount of cash and the number of whole and fractional shares of RW ARS Common Stock set forth or determined as provided in Exhibit D Schedule 2(B) (the "Merger Acquisition Consideration"), (iib) cease to be outstanding and to exist and (iiic) be canceled and retired; (b2) each share of Company Common Capital Stock held in the treasury of the Company or any Company Subsidiary will (ia) cease to be outstanding and to exist and (iib) be canceled and retired; and (c3) each share of Newco the Common Stock Stock, par value $1.00 per share, of ARS Sub issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, no par value, of the Surviving Corporation, remain unchanged and the such shares of Common Stock of the Surviving Corporation issued on that conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Capital Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.05Paragraph 2(E), without interest, the Merger Acquisition Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.07Paragraph 2(F).

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit D, without interest, on surrender of the certificate evidencing those shares, the amount of cash and the number of whole and fractional shares of RW WORK Common Stock set forth or determined as provided in Exhibit D Schedule 2.04 (the "Merger Consideration"), (ii) cease to be outstanding and to exist exist, and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or by any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Newco Common Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, no par valuevalue $1.00 per share, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation issued on that such conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.05, without interest, the Merger Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.072.06.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit D, without interest, on surrender of the certificate evidencing those shares, the amount of cash and the number of whole and fractional shares of RW OEI Common Stock set forth or determined as provided in Exhibit D Schedule 2.04 (the "Merger ConsiderationINITIAL MERGER CONSIDERATION"), (ii) cease to be outstanding and to exist exist, and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or by any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Newco Common Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, no par valuevalue $1.00 per share, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation issued on that such conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.05, without interest, the Initial Merger Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.072.06.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a1) the shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time will (ia) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit DParagraph 2(E), without interest, on surrender of the certificate certificates evidencing those shares, the amount of cash and the number of whole and fractional shares of RW INVATEC Common Stock set forth or determined as provided in Exhibit D Schedule 2(D) (the "Merger Acquisition Consideration"), (iib) cease to be outstanding and to exist and (iiic) be canceled and retired; (b2) each share of Company Common Capital Stock held in the treasury of the Company or any Company Subsidiary will (ia) cease to be outstanding and to exist and (iib) be canceled and retired; and (c3) each share of Newco the Common Stock Stock, par value $1.00 per share, of INVATEC Sub issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, no par valuevalue $1.00 per share, of the Surviving Corporation, Corporation and the shares of Common Stock of the Surviving Corporation issued on that conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Capital Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.05Paragraph 2(E), without interest, the Merger Acquisition Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.07Paragraph 2(F).

Effect of the Merger on Capital Stock. As of the Effective Time, ------------------------------------- as a result of the Merger and without any action on the part of any holder thereof: (a1) the shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time will (ia) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit DParagraph 2(E), without interest, on surrender of the certificate certificates evidencing those shares, the amount of cash and the number aggregate principal amount of whole and fractional shares of RW Common Stock set forth or determined Convertible Notes as provided in Exhibit D Schedule 2(D) (the "Merger Acquisition Consideration"), (iib) cease to be outstanding and to exist and (iiic) be canceled and retired; (b2) each share of Company Common Capital Stock held in the treasury of the Company or any Company Subsidiary will (ia) cease to be outstanding and to exist and (iib) be canceled and retired; and (c3) each share all of Newco Common Stock issued and the percentage interests of the ARS Sub outstanding immediately prior to the Effective Time will be converted into one share shares of Common Stock, no par valuevalue $1.00 per share, of the Surviving Corporation, Corporation and the shares of Common Stock of the Surviving Corporation issued on that conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Capital Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.05Paragraph 2(E), without interest, the Merger Acquisition Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.07Paragraph 2(F).

Effect of the Merger on Capital Stock. At the Effective Time: • each issued and outstanding share of the Purchaser, par value $0.01, will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation; • any Shares owned by Boulder or any of its wholly owned subsidiaries as treasury stock or by Pinnacle, the Purchaser or any of their respective subsidiaries (other than Shares held on behalf of third parties) will be automatically cancelled and will cease to exist and no consideration will be delivered in exchange therefore; and • each issued and outstanding Share (other than (i) Shares to be cancelled as described in the immediately preceding bullet point, and (ii) Shares held by a holder who properly exercises appraisal rights with respect to the Shares in accordance with the provisions of Section 262 of the DGCL) will be converted automatically into, and thereafter solely represent, the right to receive the Offer Price in cash without interest (the “Merger Consideration”) subject to any required withholding tax. As of the Effective Time, as a result of all Shares will no longer be outstanding and will automatically be cancelled and will cease to exist, and the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding holders immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit D, without interest, on surrender of the certificate evidencing those shares, the amount of cash Shares not represented by certificates and the number holders of whole and fractional shares of RW Common Stock set forth or determined as provided in Exhibit D (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Newco Common Stock issued and outstanding certificates that which immediately prior to the Effective Time represented Shares will be converted into one share of Common Stock, no par value, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation issued on that conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than with respect thereto, except the right to receive, subject to the provisions of Section 2.05, without interest, receive the Merger Consideration upon surrender thereof (without interest and the additional cash, if any, owing with respect subject to those shares as provided in Section 2.07any required withholding tax).