Common use of Effect of the Merger on Shares Clause in Contracts

Effect of the Merger on Shares. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Shares of the Company, each Share issued and outstanding immediately prior to the Effective Time (other than “Excluded Shares” as defined below) shall be converted into the right to receive the proportionate share of Six Million Dollars ($6,000,000) which amount shall include the Holdback (as defined in Section 2.9) (the “Merger Consideration”). Shares owned by Merge, Acquisition Sub or any other direct or indirect Subsidiary of Merge (collectively, the “Merge Companies”) or Shares that are owned by the Company or any direct or indirect subsidiary of the Company, and in each case not held on behalf of third parties, or Shares (“Dissenting Shares”) that are owned by shareholders (“Dissenting Shareholders”) who do not vote to approve the Merger and comply with all the provisions of the Nevada Statute concerning the right of holders of Shares to dissent from the Merger and require payment of fair value (as that term is used in the Nevada Statute) for their Shares shall be an “Excluded Share” and collectively, “Excluded Shares” for purposes of this Agreement. At the Effective Time, all Shares shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of such Shares (other than Excluded Shares) shall thereafter represent only the right to receive the Merger Consideration. The portion of the Merger Consideration due to each Shareholder on the Closing Date (other than Dissenting Shareholders) shall be his or her proportionate ownership of the outstanding Shares as of Closing.

Effect of the Merger on Shares. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Shares of the Company, each Share issued and outstanding immediately prior to the Effective Time (other than “"Excluded Shares” " as defined below) shall be converted into the right to receive the proportionate share of Six Million Dollars ($6,000,000) which amount shall include the Holdback (as defined in Section 2.9) (the “"Merger Consideration”"). Shares owned by Merge, Acquisition Sub or any other direct or indirect Subsidiary of Merge (collectively, the “"Merge Companies”") or Shares that are owned by the Company or any direct or indirect subsidiary of the Company, and in each case not held on behalf of third parties, or Shares (“"Dissenting Shares”") that are owned by shareholders (“"Dissenting Shareholders”") who do not vote to approve the Merger and comply with all the provisions of the Nevada Statute concerning the right of holders of Shares to dissent from the Merger and require payment of fair value (as that term is used in the Nevada Statute) for their Shares shall be an “"Excluded Share” " and collectively, “"Excluded Shares” " for purposes of this Agreement. At the Effective Time, all Shares shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each certificate (a “"Certificate”") formerly representing any of such Shares (other than Excluded Shares) shall thereafter represent only the right to receive the Merger Consideration. The portion of the Merger Consideration due to each Shareholder on the Closing Date (other than Dissenting Shareholders) shall be his or her proportionate ownership of the outstanding Shares as of Closing.