Common use of Effect on Company Capital Stock Clause in Contracts

Effect on Company Capital Stock. Subject to any adjustments described in Section 2, at the Effective Time, by virtue of the Merger and without any further action on the part of Purchaser, Merger Sub, the Company, the shareholders of the Company or the Shareholders’ Agent: (i) Each share of Company Preferred Stock issued and outstanding immediately prior to the Closing, other than any Dissenting Shares, will be converted automatically into the right to receive an amount in cash equal to the sum of the applicable Series Preferred Per Share Preference Amount plus the applicable Series Preferred Per Share Accrued Dividend Amount; provided that a portion of each such amount will be withheld from such Company Holder and deposited in the Escrow Fund pursuant to Section 2.11; and provided further, that such Company Holder shall be required to execute and deliver to Xxxxxx, Purchaser or the Paying Agent a Support Agreement prior to receiving any of such amount. The amount of cash each holder of Company Preferred Stock is entitled to receive for the shares of Company Preferred Stock held by such holder will be rounded to the nearest cent and computed after aggregating cash amounts for all shares of each applicable series of Company Preferred Stock held by such holder (i.e. a holder’s shares of Company Series A Preferred Stock will be aggregated and then rounded); (ii) Each share of Company Common Stock issued and outstanding immediately prior to the Closing, other than any Dissenting Shares, will be converted automatically into the right to receive an amount in cash equal to the Common Stock Per Share Amount: provided that a portion of each such amount will be withheld from such Company Holder and deposited in the Escrow Fund pursuant to Section 2.11; and provided further, that such Company Holder shall be required to execute and deliver to Xxxxxx, Purchaser or the Paying Agent a Support Agreement prior to receiving any of such amount. The amount of cash each holder of the Company Common Stock is entitled to receive for the shares of Company Common Stock held by such holder will be rounded to the nearest cent and computed after aggregating cash amounts for all shares of the Company Common Stock held by such holder; and

Effect on Company Capital Stock. Subject to any adjustments described in Section 2, at the Effective Time, by virtue of the Merger and without any further action on the part of Purchaser, Merger Sub, the Company, the shareholders of the Company or the Shareholders’ Agent: : (i) Each i)Each share of Company Preferred Stock issued and outstanding immediately prior to the Closing, other than any Dissenting Shares, will be converted automatically into the right to receive an amount in cash equal to the sum of the applicable Series Preferred Per Share Preference Amount plus the applicable Series Preferred Per Share Accrued Dividend Amount; provided that a portion of each such amount will be withheld from such Company Holder and deposited in the Escrow Fund pursuant to Section 2.11; and provided further, that such Company Holder shall be required to execute and deliver to XxxxxxCooley, Purchaser or the Paying Agent a Support Agreement prior to receiving any of such amount. The amount of cash each holder of Company Preferred Stock is entitled to receive for the shares of Company Preferred Stock held by such holder will be rounded to the nearest cent and computed after aggregating cash amounts for all shares of each applicable series of Company Preferred Stock held by such holder (i.e. a holder’s shares of Company Series A Preferred Stock will be aggregated and then rounded); ; (ii) Each ii)Each share of Company Common Stock issued and outstanding immediately prior to the Closing, other than any Dissenting Shares, will be converted automatically into the right to receive an amount in cash equal to the Common Stock Per Share Amount: provided that a portion of each such amount will be withheld from such Company Holder and deposited in the Escrow Fund pursuant to Section 2.11; and provided further, that such Company Holder shall be required to execute and deliver to XxxxxxCooley, Purchaser or the Paying Agent a Support Agreement prior to receiving any of such amount. The amount of cash each holder of the Company Common Stock is entitled to receive for the shares of Company Common Stock held by such holder will be rounded to the nearest cent and computed after aggregating cash amounts for all shares of the Company Common Stock held by such holder; andand 11 Confidential Treatment Requested (iii)Any shares of the Company Capital Stock then held by 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; provided, that each such Company Holder complies with the exchange procedures set forth herein and those determined by the Paying Agent.

Effect on Company Capital Stock. Subject to any adjustments described in Section 2, at (i) At the First Merger Effective Time, by virtue of the First Merger and without any further action on the part of Purchaserany Buyer Party, Merger Sub, the Company, the shareholders of the Company or the Shareholders’ Agent: (i) Each Company Stockholders, each share of Company Preferred Capital Stock that is issued and outstanding immediately prior to the Closing, other than First Merger Effective Time (excluding any shares of Company Capital Stock to be canceled pursuant to Section 2.6(b)(ii) and (iii) and any Dissenting Shares, will ) shall be canceled and extinguished and shall be converted automatically into the right to receive an amount receive, upon surrender of the certificates representing such shares of Company Capital Stock in cash equal the manner provided in Section 2.12 (it being understood that Company Stockholders that have executed and delivered Securityholder Joinder Agreements shall be deemed to have agreed to the sum applicable obligations set forth herein pursuant to such Securityholder Joinder Agreements): (A) in the case of an Accredited Investor, the Participating Holder Per Share Closing Consideration plus any Additional Per Share Consideration, subject to the obligation of the Company Stockholder that owns such share of Company Capital Stock immediately prior to the First Merger Effective Time to return to the Buyer Parties or the applicable Series Preferred Buyer Indemnified Parties the amount so received as a result of such conversion to the extent such Company Stockholder has, at any time and from time to time, any unsatisfied payment obligations to such Buyer Indemnified Parties pursuant to, and subject to the terms and conditions of, Section 8; and (B) in the case of a Company Stockholder that is not an Accredited Investor, cash in the amount of the Non-Participating Holder Per Share Preference Amount Closing Consideration plus the applicable Series Preferred any Additional Per Share Accrued Dividend Amount; provided Consideration, subject to the obligation of the Company Stockholder that a portion owns such share of each such amount will be withheld from such Company Holder and deposited in the Escrow Fund pursuant to Section 2.11; and provided further, that such Company Holder shall be required to execute and deliver to Xxxxxx, Purchaser Common Stock or the Paying Agent a Support Agreement prior to receiving any of such amount. The amount of cash each holder of Company Preferred Stock is entitled to receive for the shares of Company Preferred Stock held by such holder will be rounded immediately prior to the nearest cent First Merger Effective Time to return to the Buyer Parties or the applicable Buyer Indemnified Parties the amount so received as a result of such conversion to the extent such Company Stockholder has, at any time and computed after aggregating cash amounts for all shares of each applicable series of Company Preferred Stock held by from time to time, any unsatisfied payment obligations to such holder (i.e. a holder’s shares of Company Series A Preferred Stock will be aggregated Indemnified Parties pursuant to, and then rounded);subject to the terms and conditions of, Section 8. (ii) Each share of Company Common Capital Stock issued and outstanding held in the treasury of the Company immediately prior to the Closing, other than First Merger Effective Time shall be canceled and extinguished without any Dissenting Shares, conversion thereof and no payment or distribution shall be made with respect thereto. (iii) Each share of Company Capital Stock owned by Buyer immediately prior to the First Merger Effective Time will be converted automatically into the right cancelled and retired and will cease to receive an amount in cash equal to the Common Stock Per Share Amount: provided that a portion exist without payment of each such amount will be withheld from such Company Holder and deposited in the Escrow Fund pursuant to Section 2.11; and provided further, that such Company Holder shall be required to execute and deliver to Xxxxxx, Purchaser or the Paying Agent a Support Agreement prior to receiving any of such amount. The amount of cash each holder of the Company Common Stock is entitled to receive for the shares of Company Common Stock held by such holder will be rounded to the nearest cent and computed after aggregating cash amounts for all shares of the Company Common Stock held by such holder; andconsideration with respect thereto.

Effect on Company Capital Stock. Subject to any adjustments described in Section 2, at the Effective Time, by virtue of the Merger and without any further action on the part of Purchaser, Merger Sub, the Company, the shareholders stockholders of the Company or the ShareholdersStockholders’ Agent: (i) Each share of Company Preferred Stock issued and outstanding immediately prior to the Closing, other than any Dissenting Shares, will be converted automatically into the right to receive an amount in cash equal to the greater of (A) the sum of the applicable Series Preferred Per Share Preference Amount plus the applicable Series Preferred Per Share Accrued Dividend Amount or (B) the Common Stock Per Share Amount; provided that , in either case, minus a portion of each such amount which will be withheld from such Company Holder and deposited in the Escrow Fund pursuant to Section 2.11; and provided further, that such Company Holder shall be required to execute and deliver to Xxxxxx, Purchaser or the Paying Agent a Support Agreement prior to receiving any of such amount. The amount of cash each holder of Company Preferred Stock is entitled to receive for the shares of Company Preferred Stock held by such holder will be rounded to the nearest cent and computed after aggregating cash amounts for all shares of each applicable series of Company Preferred Stock held by such holder (i.e. a holder’s shares of Company Series A AA Preferred Stock will be aggregated and then rounded, a holder’s shares of Company Series BB Preferred Stock will be aggregated and then rounded, etc.);. (ii) Each share of Company Common Stock issued and outstanding immediately prior to the Closing, other than any Dissenting SharesShares and shares of Company Common Stock cancelled immediately prior to Closing pursuant to Restricted Stock Termination Agreements, will be converted automatically into the right to receive an amount in cash equal to the Common Stock Per Share Amount: provided that , minus a portion of each such amount which will be withheld from such Company Holder and deposited in the Escrow Fund pursuant to Section 2.11; and provided further, that such Company Holder shall be required to execute and deliver to Xxxxxx, Purchaser or the Paying Agent a Support Agreement prior to receiving any of such amount. The amount of cash each holder of the Company Common Stock is entitled to receive for the shares of Company Common Stock held by such holder will be rounded to the nearest cent and computed after aggregating cash amounts for all shares of the Company Common Stock held by such holder; and. (iii) Other than the Alpheon Stock and the Orbit Stock, which shall be exchanged in accordance with clause (b)(ii) above, any shares of the Company Capital Stock then held by 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 on Company Capital Stock. Subject to any adjustments described in Section 2, at (i) At the Effective Time, by virtue of the First Merger and without any further action on the part of PurchaserParent, Merger SubSub I, the Company, the shareholders of the Company or the Shareholders’ Agent: (i) Each Company Stockholders, each share of Company Preferred Capital Stock that is issued and outstanding immediately prior to the Closing, other than Effective Time (excluding any shares of Company Capital Stock to be canceled pursuant to Section 2.6(a)(ii) and any Dissenting Shares, will ) shall be canceled and extinguished and shall be converted automatically into the right to receive an amount in cash equal to the sum receive, upon surrender of the applicable Series Preferred Per Share Preference Amount plus certificates representing such shares of the applicable Series Preferred Per Share Accrued Dividend Amount; provided that a portion of each such amount will be withheld from such Company Holder Common Stock and deposited in the Escrow Fund pursuant to Section 2.11; and provided further, that such Company Holder shall be required to execute and deliver to Xxxxxx, Purchaser or the Paying Agent a Support Agreement prior to receiving any of such amount. The amount of cash each holder of Company Preferred Stock is entitled in the manner provided in Section 2.8: (A) in the case of an Accredited Investor, the Participating Closing Per Share Consideration plus any Additional Per Share Consideration, subject to receive for the shares obligation of the Company Stockholder that owns such share of Company Common Stock or Company Preferred Stock held by such holder will be rounded immediately prior to the nearest cent Effective Time to return to Parent or the applicable Parent Indemnified Parties the amount so received as a result of such conversion to the extent such Company Stockholder has, at any time and computed after aggregating from time to time, any unsatisfied payment obligations to such Indemnified Parties pursuant to, and subject to the terms and conditions of, Section 2.9(b)(iii) and Article IX; and (B) in the case of a Company Stockholder that is not an Accredited Investor, cash amounts for all shares in the amount of each applicable series the Non‑Accredited Closing Per Share Consideration plus any Additional Per Share Consideration, subject to the obligation of the Company Stockholder that owns such share of Company Common Stock or Company Preferred Stock held by immediately prior to the Effective Time to return to Parent or the applicable Parent Indemnified Parties the amount so received as a result of such holder (i.e. a holder’s shares of conversion to the extent such Company Series A Preferred Stock will be aggregated Stockholder has, at any time and then rounded);from time to time, any unsatisfied payment obligations to such Indemnified Parties pursuant to, and subject to the terms and conditions of, Section 2.9(b)(iii) and Article IX. (ii) Each share of Company Common Capital Stock issued and outstanding held in the treasury of the Company immediately prior to the Closing, other than any Dissenting Shares, will be converted automatically into the right to receive an amount in cash equal to the Common Stock Per Share Amount: provided that a portion of each such amount will be withheld from such Company Holder and deposited in the Escrow Fund pursuant to Section 2.11; and provided further, that such Company Holder Effective Time shall be required to execute canceled and deliver to Xxxxxx, Purchaser extinguished without any conversion thereof and no payment or the Paying Agent a Support Agreement prior to receiving any of such amount. The amount of cash each holder of the Company Common Stock is entitled to receive for the shares of Company Common Stock held by such holder will distribution shall be rounded to the nearest cent and computed after aggregating cash amounts for all shares of the Company Common Stock held by such holder; andmade with respect thereto.

Effect on Company Capital Stock. Subject (i) Immediately prior to any adjustments described the Effective Time, each share of Company Preferred Stock shall be converted into the number of shares of Company Common Stock determined in accordance with Section 2, at 5 of Article IV of the Certificate of Incorporation (as defined below) (the “Preferred Conversion”). (ii) At the Effective Time, by virtue of the Merger and without any further action on the part of Purchaser, Merger Sub, the Company, the shareholders of the Company or the Shareholders’ Agent: (i) Each Company Stockholders, each share of Company Preferred Capital Stock issued and outstanding immediately prior to the ClosingEffective Time upon the terms and subject to the conditions set forth in this Section 1.7 and throughout this Agreement, other than any Dissenting Sharesincluding the escrow provisions set forth in Article VI hereof, will be cancelled and extinguished and will be converted automatically into the right to receive upon surrender of the certificate representing such shares of Company Capital Stock in the manner provided in Section 1.10 hereof, the following: (A) With respect to shares of Company Capital Stock that are held by holders who are not Key Holders: (1) an amount in cash equal to the sum Closing Per Share Amount (without interest thereon) plus (2) any applicable Additional Per Share Amount, payable in accordance with the terms of the applicable Series Preferred Per Share Preference Amount plus the applicable Series Preferred Per Share Accrued Dividend Amount; provided that a portion of each such amount will be withheld from such Company Holder and deposited in the Escrow Fund pursuant Agreement. (B) With respect to Section 2.11; and provided further, that such Company Holder shall be required to execute and deliver to Xxxxxx, Purchaser or the Paying Agent a Support Agreement prior to receiving any of such amount. The amount of cash each holder of Company Preferred Stock is entitled to receive for the shares of Company Preferred Capital Stock that are held by such holder will be rounded to the nearest cent and computed after aggregating cash amounts holders who are Key Holders (for all shares of each applicable series of Company Preferred Stock held by such holder (i.e. a holder’s clarification purposes, Key Holders who do not hold shares of Company Series A Preferred Capital Stock will be aggregated and then rounded); (ii) Each share of Company Common Stock issued and outstanding immediately prior not contribute to the Closing, other than any Dissenting Shares, will be converted automatically into the right to receive Escrow Amount): (1) an amount in cash equal to the Key Holder Cash Consideration plus (2) a number of shares of Parent Common Stock equal to the Key Holder Stock Consideration plus (3) any applicable Additional Per Share Amount: provided , payable in accordance with the terms of such holder’s Stock Restriction Agreement and the Escrow Agreement. For avoidance of doubt, by virtue of this Agreement, at the Effective Time, to the extent that any Key Holder enters into a Stock Restriction Agreement with Parent, and subject to the escrow provisions set forth in Section 6.5 hereof, Parent shall retain, in accordance with the applicable Key Holder’s Stock Restriction Agreement, the portion of the Closing Per Share Amount comprised of the Key Holder Stock Consideration to each such amount will Key Holder pursuant to this Section 1.7(a) and the portion of the Closing Per Share Amount comprised of the Key Holder Cash Consideration shall not be withheld from such Company subject to the escrow provisions set forth in Section 6.5 hereof. The Key Holder Stock Consideration shall be subject to permanent retention by Parent (i.e., forfeiture by the applicable Key Holder) on the terms and deposited subject to the conditions set forth in the Escrow Fund pursuant to Section 2.11; applicable Stock Restriction Agreement and provided further, that such Company Holder shall be required to execute and deliver to Xxxxxx, Purchaser or the Paying Agent a Support Agreement prior to receiving any of such amount. The amount of cash each holder of payable by the Company Common Stock is entitled to receive for such Key Holder in accordance with the shares of Company Common Stock held by such holder will be rounded to the nearest cent and computed after aggregating cash amounts for all shares of the Company Common Stock held by such holder; andvesting schedule set forth therein.

Effect on Company Capital Stock. Subject to any adjustments described in Section 2, at At the Effective Time, by virtue of the Merger and without any further action on the part of PurchaserParent, Merger Sub, the Company, the shareholders of the Company or the Shareholders’ Agent: Company Stockholders, upon the terms and subject to the conditions set forth in Section 2.3 and throughout this Agreement and the Joinder Agreements, including the provisions set forth in Article VIII hereof, each share of Company Capital Stock (other than any Cancelled Shares and Dissenting Shares) that is issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted automatically into the right to receive, (i) Each at the Closing, the Per Share Closing Consideration, without interest, (ii) the contingent right to receive the Per Share Adjustment Escrow Amount and the Per Share Indemnity Escrow Amount, without interest, in each case in accordance with Section 2.9 or Section 8.4, as applicable, (iii) the contingent right to receive cash disbursements required to be made in connection the Post-Closing Excess Amount (if any) with respect to such share of Company Preferred Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in accordance with Section 2.9, (iv) the contingent right to receive cash disbursements required to be made in connection with the Handle Settlement Payments and the Louisiana Incentive Payments, if any, in accordance with Section 6.26 and (v) the contingent right to receive the Per Share Expense Fund Amount, without interest, in accordance with Section 8.6(c). The portions of the Per Share Closing Consideration required to be reported on IRS Form W-2 as ordinary (wage) income in respect of any such share of Company Common Stock acquired upon the exercise of a Company Option that was an “incentive stock option” for which the Merger will result in a “disqualifying disposition” (each, a “Disqualified Common Share”) shall be made to Company Stockholders through the payroll processing system of the Surviving Corporation or an Acquired Company in accordance with the standard payroll practices net of any applicable Tax withholding and deductions. Conversely, the portions of Per Share Closing Consideration not required to be so reported in respect of any Disqualifed Common Share, as well as such payments in respect of all other such shares of Company Capital Stock issued and outstanding immediately prior to the ClosingEffective Time, other than any Dissenting Shares, will shall be converted automatically into the right to receive an amount in cash equal paid to the sum of the applicable Series Preferred Per Share Preference Amount plus the applicable Series Preferred Per Share Accrued Dividend AmountPaying Agent for further payment to Company Stockholders; provided that that, as a portion condition to any such payment to a Company Stockholder by the Paying Agent, each Company Stockholder must have first delivered to the Paying Agent or Parent, as applicable, a properly completed Letter of each such amount will be withheld from Transmittal and a properly completed IRS Form W-9, or the appropriate version of IRS Form W-8, as applicable, and any other Exchange Documents required of such Company Holder and deposited in the Escrow Fund Stockholder pursuant to Section 2.11; and provided further, that such Company Holder shall be required to execute and deliver to Xxxxxx, Purchaser or 2.3(b). For purposes of calculating the Paying Agent a Support Agreement prior to receiving any of such amount. The aggregate amount of cash each holder of Company Preferred Stock is entitled to receive for the shares of Company Preferred Stock held by such holder will be rounded to the nearest cent and computed after aggregating cash amounts for all shares consideration payable in respect of each applicable series of Company Preferred Stock held by such holder (i.e. a holder’s shares of Company Series A Preferred Stock will be aggregated and then rounded); (ii) Each share of Company Common Capital Stock issued and outstanding immediately prior to the Closing, other than any Dissenting Shares, will be converted automatically into the right to receive an amount in cash equal to the Common Stock Per Share Amount: provided that a portion of each such amount will be withheld from such Company Holder and deposited in the Escrow Fund Effective Time pursuant to this Section 2.11; and provided further2.1(a), that (x) all such shares held by each Company Holder Stockholder shall be required to execute aggregated, and deliver to Xxxxxx, Purchaser or (y) the Paying Agent a Support Agreement prior to receiving any of such amount. The amount of cash to be paid to each holder of the such Company Common Stock is entitled to receive for the shares of Company Common Stock held by such holder will Stockholder shall be rounded down to the nearest cent and computed after aggregating cash amounts for all shares of the Company Common Stock held by such holder; andwhole cent.