Common use of Effect on Company Common Stock Clause in Contracts

Effect on Company Common Stock. (i) At the Effective Time, subject to the other provisions of this ARTICLE 2 and Section 3.1, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will, by virtue hereof and without any action on the part of the Parent, Merger Sub, the Company, or the holder thereof, be converted into the right to receive (A) a number of Parent Common Shares equal to the Base Exchange Number, plus (B) if at the Effective Time the Closing Parent Per Share Price is less than A$0.07, then an additional number of Parent Common Shares equal to the Additional Exchange Number. (ii) Immediately prior to and after the Effective Time, (A) all restrictions on each share of restricted Company Common Stock then outstanding, including those issued under the Company Stock Plans (each, a “Company Restricted Share”), will, by virtue hereof and without any action on the part of the Parent, Merger Sub, the Company, or the holder thereof, lapse (other than restrictions pertaining to compliance with securities laws) and (B) each Company Restricted Share will thereby be deemed to be a fully vested share of Company Common Stock, without such restrictions. Notwithstanding anything to the contrary herein, the Company shall take all corporate action necessary to effectuate this Section 2.1(a)(ii). Each Company Restricted Share, regardless of whether it is vested or unvested and regardless of whether the restrictions have lapsed, will be included (on a one-for-one basis) in the number of Base Company Shares as of the Effective Time. (iii) No Parent Common Shares will be issued in respect of any shares of Company Common Stock that are held directly or indirectly by the Parent at the Effective Time. Nothing in this Section 2.1(a)(iii) will operate to increase or otherwise effect the number of shares of Parent Common Shares that are to be issued in respect of shares of Company Common Stock that are not held directly or indirectly by the Parent at the Effective Time.

Effect on Company Common Stock. (i) Conversion of Company Preferred --------------------------------------------------------------- Stock. Immediately prior to the Effective Time, the Company and the holders of ----- the Company Preferred Stock shall cause all outstanding shares of Company Preferred Stock to be converted into shares of Company Common Stock so that, immediately prior to the Effective Time, no shares of Company Preferred Stock shall remain outstanding. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Acquisition, the Company or the holders of any of the following securities: (a) each issued and outstanding share of common stock of Acquisition shall be converted into one validly issued, fully paid and nonassessable share of common stock, no par value per share, of the Surviving Corporation; (b) each share of Company Common Stock owned or held in treasury by the Company and each share of Company Common Stock owned by Acquisition or Parent shall be canceled and retired without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) subject to the other provisions of this ARTICLE 2 and Section 3.11.8, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded shares of Company Common Stock canceled and retired in accordance with Section 1.5(b) and any Dissenting Shares) will, by virtue hereof and without any action on the part of the Parent, Merger Sub, the Company, or the holder thereof, shall be converted into the right to receive $18.00 in cash per share, without interest (Athe "Merger ------ Consideration"). As of the Effective Time, each share of Company Common Stock ------------- shall no longer be outstanding and shall automatically be canceled and retired, and each holder of record of a certificate representing any such shares (a "Certificate") a number shall cease to have any rights with respect thereto, other than ----------- the right to receive the Merger Consideration, in accordance with Section 1.8. (d) Notwithstanding any provision of Parent Common Shares equal this Agreement to the Base Exchange Numbercontrary, plus (B) if at required by the DGCL but only to the extent required thereby, shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time and that are held by holders of such shares of Company Capital Stock who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the Closing Parent Per Share Price is less than A$0.07DGCL (the "Dissenting Shares") will not be ----------------- converted into the right to receive the Merger Consideration, then an additional number and the holders of Parent Common such Dissenting Shares equal will be entitled to receive payment of the Additional Exchange Number. (ii) Immediately prior appraised value of such shares of Company Capital Stock in accordance with the provisions of such Section 262 of the DGCL unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, (A) all restrictions on each share of restricted Company Common Stock then outstandingany such holder fails to perfect or effectively withdraws or loses such right, including those issued under the Company Stock Plans (each, a “Company Restricted Share”), will, by virtue hereof and without any action on the part of the Parent, Merger Sub, the Company, or the holder thereof, lapse (other than restrictions pertaining to compliance with securities laws) and (B) each Company Restricted Share will thereby be deemed to be a fully vested share of Company Common Stock, without such restrictions. Notwithstanding anything to the contrary herein, the Company shall take all corporate action necessary to effectuate this Section 2.1(a)(ii). Each Company Restricted Share, regardless of whether it is vested or unvested and regardless of whether the restrictions have lapsed, will be included (on a one-for-one basis) in the number of Base Company Shares as of the Effective Time. (iii) No Parent Common Shares will be issued in respect of any shares of Company Common Capital Stock that are held directly or indirectly by the Parent will thereupon be treated as if they had been converted into and become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. Nothing in this Section 2.1(a)(iiiThe Company shall (i) will operate to increase or otherwise effect give Parent prompt notice of any demands received by the number of shares of Parent Common Shares that are to be issued in respect Company for appraisals of shares of Company Common Capital Stock that are and (ii) consult with and keep Parent informed, on an on- going basis, regarding the status and negotiation of such demands. The Company shall not held directly make any payment or indirectly by the Parent at settlement offer, or agree to or effect any settlement, prior to the Effective TimeTime with respect to any such demand unless Parent shall have consented in writing to such payment or settlement offer, which consent shall not be unreasonably withheld.

Effect on Company Common Stock. (i) At the Effective Time, by virtue of the Merger and without any further action on the part of Buyer, the Merger Sub, the Company or the Company Stockholders, upon the terms and subject to the other provisions of conditions set forth in Section 2.3 and throughout this ARTICLE 2 and Section 3.1Agreement, each share of Company Common Stock (other than any Cancelled Shares and Dissenting Shares) that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will, by virtue hereof shall be cancelled and without any action on the part of the Parent, Merger Sub, the Company, or the holder thereof, extinguished and shall be converted automatically into the right to receive upon the due surrender of duly executed Exchange Documents in the manner set forth in Section 2.3(a), (Ai) a number of Parent Common Shares equal to the Base Exchange Number, plus (B) if at the Effective Time the Closing Parent Per Share Price is less than A$0.07, then an additional number of Parent Common Shares equal to the Additional Exchange Number. (ii) Immediately prior to and after the Effective Time, (A) all restrictions on each share of restricted Company Common Stock then outstanding, including those issued under the Company Stock Plans (each, a “Company Restricted Share”), will, by virtue hereof and without any action on the part of the Parent, Merger Subin accordance with Section 2.3, the Company, or Per Share Merger Consideration (without interest thereon); (ii) the holder thereof, lapse (other than restrictions pertaining contingent right to compliance receive disbursements of Adjustment Escrow Cash with securities laws) and (B) each Company Restricted Share will thereby be deemed respect to be a fully vested such share of Company Common StockStock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without such restrictions. Notwithstanding anything to the contrary hereininterest, the Company shall take all corporate action necessary to effectuate this in each case in accordance with Section 2.1(a)(ii). Each Company Restricted Share2.8, regardless of whether it is vested or unvested and regardless of whether the restrictions have lapsed, will be included (on a one-for-one basis) in the number of Base Company Shares as of the Effective Time. (iii) No Parent Common Shares will the contingent right to receive cash disbursements required to be issued made in connection with the Post-Closing Excess Amount (if any) with respect of any shares to such share of Company Common Stock that are held directly or indirectly by to the Parent at former holder thereof (based on such holder’s Pro Rata Share of the Effective Time. Nothing released amount), without interest, in this accordance with Section 2.1(a)(iii2.8(e), (iv) will operate the contingent right to increase or otherwise effect the number of shares of Parent Common Shares that are receive cash disbursements required to be issued made in connection the release of the Stockholder Representative Expense Amount (if any) with respect of shares to such share of Company Common Stock that are not held directly or indirectly by to the Parent at former holder thereof (based on such holder’s Pro Rata Share of the Effective Timereleased amount), without interest, in accordance with Section 8.1(b)(iii), and (v) the contingent right to receive cash disbursements required to be made in connection with the Indemnification Payment (if any) with respect to such share of Company Common Stock to the former holder thereof (based on such holder’s Pro Rata Share of the Indemnification Payment), without interest, in accordance with Section 6.22(b).

Effect on Company Common Stock. (i) At the Effective Time, subject to by virtue of the other provisions First Merger and without any action on the part of this ARTICLE 2 and Section 3.1Parent, First Merger Sub, the Company or the Company Stockholders, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Excluded excluding any shares of Company Common Stock to be canceled pursuant to Section 2.6(b)(ii) and any Dissenting Shares) will, by virtue hereof shall be canceled and without any action on the part of the Parent, Merger Sub, the Company, or the holder thereof, extinguished and shall be converted into the right to receive (A) a number of Parent Common Shares equal to the Base Exchange Numberreceive, plus (B) if at the Effective Time the Closing Parent Per Share Price is less than A$0.07, then an additional number of Parent Common Shares equal to the Additional Exchange Number. (ii) Immediately prior to and after the Effective Time, (A) all restrictions on each share of restricted Company Common Stock then outstanding, including those issued under the Company Stock Plans (each, a “Company Restricted Share”), will, by virtue hereof and without any action on the part upon surrender of the Parent, Merger Sub, the Company, or the holder thereof, lapse (other than restrictions pertaining to compliance with securities laws) and (B) each Company Restricted Share will thereby be deemed to be a fully vested certificate representing such share of Company Common Stock, without such restrictions. Notwithstanding anything if any, together with a duly executed and completed Letter of Transmittal, in the manner provided in Section 2.8: (a) the Per Share Base Consideration, minus (b) the Per Share Escrow Amount, to be withheld and contributed to the contrary hereinEscrow Fund, minus (c) the Per Share WC Escrow Amount, to be withheld and contributed to the WC Escrow Fund, plus (e) any Additional Per Share Consideration, plus (f) any Per Share Earn-Out Amount subject to (and without limiting any rights or remedies of the Indemnified Parties under this Agreement) the obligation of the Company shall take all corporate action necessary to effectuate this Section 2.1(a)(ii). Each Company Restricted Share, regardless of whether it is vested or unvested and regardless of whether the restrictions have lapsed, will be included (on a one-for-one basis) in the number of Base Company Shares as of the Effective Time. (iii) No Parent Common Shares will be issued in respect of any shares Stockholder that owns such share of Company Common Stock immediately prior to the Effective Time to return to Parent or the applicable 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 Indemnified Parties pursuant to, and subject to the terms and conditions of, Article IX; provided, that are held directly or indirectly by the Parent at Common Stock to be put in escrow or delivered to a Company Stockholder shall in each case be rounded down to the Effective Time. Nothing in this Section 2.1(a)(iii) will operate to increase or otherwise effect the nearest whole number of shares of Parent Common Shares that are after aggregating all shares put in escrow or delivered to be issued in respect of shares a Company Stockholder, as applicable. (ii) Each share of Company Common Stock that are not held directly in the treasury of the Company or indirectly by Parent or the Parent at Merger Subs immediately prior to the Effective TimeTime shall be canceled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto.

Effect on Company Common Stock. (i) At the Effective Time, subject to by virtue of the other provisions Merger and without any action on the part of this ARTICLE 2 and Section 3.1Merger Sub, the Company or the holders of shares of Company Common Stock: (i) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares that are Dissenting Shares or Excluded Shares) will, by virtue hereof shall be cancelled and extinguished and be converted automatically into the right to receive an amount in cash (without any action interest) equal to the Per Share Consideration as set forth on the part Allocation Schedule; provided that no Stockholder shall be entitled to receive any of the ParentMerger Consideration unless and until such Stockholder has executed and delivered to the Paying Agent the Letter of Transmittal and otherwise complied with Section 1.8(a); (ii) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a Subsidiary of the Company or Parent shall be converted into such number of validly issued, fully paid and non-assessable shares of common stock of the Surviving Corporation such that each such Subsidiary of the Company and Parent owns the same percentage of the outstanding capital stock of the Surviving Corporation as it owned in the Company immediately prior to the Effective Time; and (iii) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by the Company (whether as treasury stock or otherwise) or Merger SubSub immediately prior to the Effective Time (each, together with the Companyshares referred to in Section 1.6(b)(ii), or an “Excluded Share”) shall be cancelled and extinguished as of the holder thereof, Effective Time. Each share of Company Common Stock to be converted into the right to receive the applicable Per Share Consideration as provided in this Section 1.6(b) shall be automatically cancelled and shall cease to exist, and the holders of certificates (Athe “Company Stock Certificates”) a number of Parent Common Shares equal that immediately prior to the Base Exchange Number, plus (B) if at the Effective Time the Closing Parent Per Share Price is less than A$0.07, then an additional number of Parent Common Shares equal to the Additional Exchange Number. (ii) Immediately prior to and after the Effective Time, (A) all restrictions on each share of restricted represented such Company Common Stock then outstanding, including those issued under the Company Stock Plans (each, a “Company Restricted Share”), will, by virtue hereof and without shall cease to have any action on the part of the Parent, Merger Sub, the Company, or the holder thereof, lapse (other than restrictions pertaining rights with respect to compliance with securities laws) and (B) each Company Restricted Share will thereby be deemed to be a fully vested share of Company Common Stock, without such restrictions. Notwithstanding anything to the contrary herein, the Company shall take all corporate action necessary to effectuate this Section 2.1(a)(ii). Each Company Restricted Share, regardless of whether it is vested or unvested and regardless of whether the restrictions have lapsed, will be included (on a one-for-one basis) in the number of Base Company Shares as of the Effective Time. (iii) No Parent Common Shares will be issued in respect of any shares of Company Common Stock that are held directly or indirectly by other than the Parent at right to receive, upon surrender of such Company Stock Certificates in accordance with Section 1.8, the Effective Time. Nothing in this Section 2.1(a)(iii) will operate to increase or otherwise effect the number of shares of Parent Common Shares that are to be issued in respect of shares of Company Common Stock that are not held directly or indirectly by the Parent at the Effective Timeapplicable Per Share Consideration.