Common use of Effect on Company Stock Clause in Contracts

Effect on Company Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, each share of Company Stock held by a Company Shareholder that is issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without the need for any further action on the part of the holder thereof (except as expressly provided herein), be converted into and represent the right to receive such portion of the Cash Consideration as set forth below and as more fully set forth on a consideration allocation certificate to be delivered by the Company at Closing (the "CONSIDERATION ALLOCATION CERTIFICATE"). (a) Each holder of Series A Preferred issued and outstanding immediately prior to the Effective Time shall be entitled to receive the Series A Preferred Distribution Amount for each share of such Series A Preferred. (b) Each holder of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be entitled to receive the Common Stock Distribution Amount for each share of such Company Common Stock; provided, however, that with respect to each share of Company Common Stock issued immediately prior to the Effective Time as a result of the automatic exercise of a vested Company Option pursuant to Section 2.2.1, Parent shall withhold (in addition to amounts that Parent is otherwise authorized with respect to such Company Option as provided in this Section 2.1.2) that portion of the Common Stock Distribution Amount allocated to such share of Company Common Stock in an amount equal to the per share exercise price (as set forth in the stock option agreement governing the related Company Option) of such share of Company Common Stock, and in each case, as set forth on the Consideration Allocation Certificate. The preceding provisions of this Section 2.1.2 are subject to the provisions of Section 2.1.3 (regarding rights of holders of Dissenting Shares) and Section 2.3 (regarding the withholding of Escrow Fund). In no event shall the amount of cash payable under this Agreement by Parent exceed the Cash Consideration as reduced for withholdings pursuant to Section 2.1.2(b) as to the unpaid exercise price for any vested Company Options exercised pursuant to Section 2.2.1 prior to the Closing for which the exercise price has not been fully paid. The Company, and on its behalf Parent and the Surviving Corporation, shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Stock such amounts as may be required to be deducted or withheld therefrom under any provision of federal, state, local or foreign tax law or under any other applicable legal requirement at the lowest rate permitted by law. To the extent such amounts are properly deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

Effect on Company Stock. Subject to Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) each share of Company Preferred Stock held by a Company Shareholder that is issued and outstanding immediately prior to the Effective Time will(other than any shares of Preferred Stock that are Excluded Shares or Dissenting Shares) shall be canceled, by virtue extinguished and converted into the right to receive, subject to the terms of this Agreement: (A)(i) a number of shares of Parent Common Stock equal to the applicable Stock Exchange Ratio (the “Per Share Closing Stock Consideration”) and (ii) an amount in cash equal to the applicable Per Share Closing Cash Amount (together with the applicable Per Share Closing Stock Consideration, the “Per Share Closing Consideration”) and (B) the Per Share Additional Consideration, if any, allocated to such series and issuance date of Preferred Stock as set forth in the Allocation Certificate; (b) each share of Common Stock, $0.0001 par value per share, of the Merger Company (the “Common Stock” and without together with the need for Preferred Stock, the “Company Stock”) that is issued and outstanding immediately prior to the Effective Time (other than any further action on the part shares of the holder thereof (except as expressly provided herein)Common Stock that are Excluded Shares or Dissenting Shares) shall be canceled, be extinguished and converted into and represent the right to receive the Per Share Additional Consideration, if any, allocated to such Common Stock in the Allocation Certificate, it being understood that such Common Stock shall not be entitled to receive any portion of the Cash Consideration as set forth below and as more fully set forth on a consideration allocation certificate Closing Merger Consideration; (c) each share of Company Stock, if any, held immediately prior to be delivered the Effective Time by the Company at Closing Company, Parent or Merger Sub shall be canceled and no payment shall be made with respect thereto (the "CONSIDERATION ALLOCATION CERTIFICATE"“Excluded Shares”).; (ad) Each holder each share of Series A Preferred common stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be entitled to receive the Series A Preferred Distribution Amount for each converted into and become one (1) validly issued, fully paid and non-assessable share of such Series A Preferred.common stock of the Surviving Corporation; (be) Each holder of Company Common Stock notwithstanding anything in this Agreement to the contrary, if, the issued and outstanding immediately prior Company Stock (from the date hereof to the earlier of the Effective Time and termination of this Agreement in accordance with Article VIII) or the issued and outstanding Parent Common Stock (from (i) the date hereof to the earlier of the Effective Time and termination of this Agreement in accordance with Article VIII and (ii) the Closing Date to the payment of the Equity Milestone Payment, as applicable), or securities convertible or exchangeable thereinto or exercisable therefor shall have been changed into a different number of shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or stock distribution, recapitalization, merger (other than the Merger), issuer tender offer or exchange offer, or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then Closing Stock Consideration and the Equity Milestone Payment, and any other similarly dependent items, as applicable, shall be entitled equitably adjusted in order to receive provide the Common Stock Distribution Amount for each share of Company Securityholders the same economic effect as contemplated by this Agreement prior to such Company Common Stockevent; provided, however, that with respect nothing in this Section 1.2(e) shall be construed to each share permit the Company, Parent or any other Person to take any action except to the extent consistent with, and not otherwise prohibited or restricted by, the terms of this Agreement; and (f) any payment of Equity Milestone Payment (if any) to Company Securityholders for Common Stock that has been issued immediately prior subject to the Effective Time as a result Section 102 of the automatic Israel Income Tax Ordinance (the “ITO”) whether pursuant to exercise of a vested Company Option Options granted pursuant to Section 2.2.1, Parent shall withhold (in addition to amounts that Parent is otherwise authorized with respect to such Company Option as provided in this Section 2.1.2) that portion 102 of the Common Stock Distribution Amount allocated to such share ITO (“102 Company Options”) or otherwise, for the benefit of Israeli employees or directors (“102 Company Common Stock in an amount equal Shares”), will be paid to the per share exercise price (as set forth trustee appointed by the Company in accordance with the stock option agreement governing provisions of the related Company Option) of such share of Company Common StockITO, and in each caseapproved by the Israel Tax Authority (the “ITA”), as set forth on the Consideration Allocation Certificate. The preceding provisions of this Section 2.1.2 are to be held and released, subject to applicable mandatory withholding requirements, in accordance with the provisions of Section 2.1.3 (regarding rights 102 of holders of Dissenting Shares) and Section 2.3 (regarding the withholding of Escrow Fund). In no event shall the amount of cash payable under this Agreement by Parent exceed the Cash Consideration as reduced for withholdings pursuant to Section 2.1.2(b) as to the unpaid exercise price for ITO or any vested Company Options exercised pursuant to Section 2.2.1 prior to the Closing for which the exercise price has not been fully paid. The Company, and on its behalf Parent and the Surviving Corporation, shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Stock such amounts as approval that may be required to be deducted or withheld therefrom under any provision of federal, state, local or foreign tax law or under any other applicable legal requirement at issued by the lowest rate permitted by law. To the extent such amounts are properly deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paidITA.

Effect on Company Stock. Subject to the terms and conditions of this Agreement, at At the Effective Time, each by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (i) Each share of Company Common Stock held by the Company as a Company Shareholder that is treasury share shall be canceled and retired and no consideration shall be delivered in exchange thereof. (ii) Each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without the need for (other than any further action on the part of the holder thereof (except as expressly provided herein), Dissenting Shares) shall be converted into and represent the right to receive such portion (A) an amount of cash equal to the product of the Cash Applicable Conversion Ratio and the Closing Consideration as set forth below Per Share and as more fully set forth on (B) a consideration allocation certificate to be delivered by Pro Rata Portion of 97.67% of any Additional Merger Consideration. As of the Company at Closing (the "CONSIDERATION ALLOCATION CERTIFICATE"). (a) Each holder Effective Time, all such shares of Series A Preferred Stock shall cease to be outstanding, and each holder of a certificate representing any such share or shares of Series A Preferred Stock shall cease to have any rights with respect thereto except the right to receive the foregoing consideration in respect thereof. (iii) Each share of Series C Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares) shall be entitled converted into the right to receive (A) an amount of cash equal to the product of the Applicable Conversion Ratio and the Closing Consideration Per Share and (B) a Pro Rata Portion of 97.67% of any Additional Merger Consideration. As of the Effective Time, all such shares of Series C Preferred Stock shall cease to be outstanding, and each holder of a certificate representing any such share or shares of Series C Preferred Stock shall cease to have any rights with respect thereto except the right to receive the Series A Preferred Distribution Amount for each share of such Series A Preferredforegoing consideration in respect thereof. (biv) Each share of Series D Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares) shall be converted into the right to receive (A) an amount of cash equal to the product of the Applicable Conversion Ratio and the Closing Consideration Per Share, (B) the Series D Closing Payment per Share, (C) a Pro Rata Portion of 97.67% of any Additional Merger Consideration and (D) the Series D per Share Payment Percentage of any Additional Merger Consideration. As of the Effective Time, all such shares of Series D Preferred Stock shall cease to be outstanding, and each holder of Company a certificate representing any such share or shares of Series D Preferred Stock shall cease to have any rights with respect thereto except the right to receive the foregoing consideration in respect thereof. (v) Each share of Series E Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares) shall be converted into the right to receive (A) an amount of cash equal to the product of the Applicable Conversion Ratio and the Closing Consideration Per Share and (B) a Pro Rata Portion of 97.67% of any Additional Merger Consideration. As of the Effective Time, all such shares of Series E Preferred Stock shall cease to be outstanding, and each holder of a certificate representing any such share or shares of Series E Preferred Stock shall cease to have any rights with respect thereto except the right to receive the foregoing consideration in respect thereof. (vi) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares) shall be entitled converted into the right to receive (A) an amount of cash equal to the Closing Consideration Per Share and (B) a Pro Rata Portion of 97.67% of any Additional Merger Consideration. As of the Effective Time, all such shares of Common Stock shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such share or shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Common Stock Distribution Amount for each share of such Company Common Stock; provided, however, that with foregoing consideration in respect to each share of Company Common Stock issued immediately prior to the Effective Time as a result of the automatic exercise of a vested Company Option pursuant to Section 2.2.1, Parent shall withhold (in addition to amounts that Parent is otherwise authorized with respect to such Company Option as provided in this Section 2.1.2) that portion of the Common Stock Distribution Amount allocated to such share of Company Common Stock in an amount equal to the per share exercise price (as set forth in the stock option agreement governing the related Company Option) of such share of Company Common Stock, and in each case, as set forth on the Consideration Allocation Certificate. The preceding provisions of this Section 2.1.2 are subject to the provisions of Section 2.1.3 (regarding rights of holders of Dissenting Shares) and Section 2.3 (regarding the withholding of Escrow Fund). In no event shall the amount of cash payable under this Agreement by Parent exceed the Cash Consideration as reduced for withholdings pursuant to Section 2.1.2(b) as to the unpaid exercise price for any vested Company Options exercised pursuant to Section 2.2.1 prior to the Closing for which the exercise price has not been fully paid. The Company, and on its behalf Parent and the Surviving Corporation, shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Stock such amounts as may be required to be deducted or withheld therefrom under any provision of federal, state, local or foreign tax law or under any other applicable legal requirement at the lowest rate permitted by law. To the extent such amounts are properly deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paidthereof.

Effect on Company Stock. Subject to the terms Sections 1.8(h) and conditions of this Agreement1.9, at the Effective Time, each share of Company Stock held by a Company Shareholder that is issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without the need for any further action on the part of the holder thereof (except as expressly provided herein)Purchaser, be converted into and represent the right to receive such portion Merger Sub, Company or any stockholder of the Cash Consideration as set forth below and as more fully set forth on a consideration allocation certificate to be delivered by the Company at Closing (the "CONSIDERATION ALLOCATION CERTIFICATE").Company: (a) Each holder share of Series A Preferred issued Company Stock held by the Company in its treasury shall be cancelled and extinguished, and no consideration shall be delivered or deliverable in exchange therefor. (b) Each share of Company Stock outstanding as of immediately prior to the Effective Time shall held by Stockholders other than Retained Key Owners (and other than dissenting shares and shares to be entitled cancelled in accordance with Section 1.2(a)) shall, by virtue of the Merger be converted into the right to receive receive, in the Series A Preferred Distribution Amount for each share of aggregate, the following Merger Consideration: (i) at the Closing, the Per Share Closing Payment; and (ii) the Per Share Future Payments that may become payable to such Series A PreferredStockholders. (bc) Each holder share of Company Common Stock issued and outstanding immediately prior to as of the Effective Time held by the Retained Key Owners shall, by virtue of the Merger be converted into the right to receive, in the aggregate, the following Merger Consideration: (i) each of 1,404,000 shares of Company Stock held by each Retained Key Owner, including all 300,000 shares of Restricted Company Stock held by XxXxxxx, shall be entitled convert into the right to receive receive: (1) at Closing, the Common Stock Distribution Amount for each share of such Company Common Stock; provided, however, that Per Share Closing Payment with respect to each share of Company Common Stock issued immediately prior such share; and (2) the Per Share Future Payments that may become payable to the Effective Time as a result of the automatic exercise of a vested Company Option pursuant to Section 2.2.1, Parent shall withhold (in addition to amounts that Parent is otherwise authorized each respective Retained Key Owner with respect to each such share. (ii) each of 936,000 shares of Company Option as provided in this Section 2.1.2Stock held by each Retained Key Owner shall convert into the right to receive: (1) the right to receive that portion number of the shares of Common Stock Distribution Amount allocated to such share of Company Common Stock in Ultimate Parent (the “Ultimate Parent Shares”) determined by dividing (y) an amount equal to the Per Share Closing Payment by (z) the per share exercise price (as set forth in the stock option agreement governing the related Company Option) of such one share of Company Common Stock, and in each case, Ultimate Parent Shares as set forth of the close of trading on the Consideration Allocation Certificate. The preceding provisions Nasdaq exchange the last trading day prior to the Agreement Date; on the following installment payment basis: (A) one-third of the aggregate number of Ultimate Parent Shares payable to each Retained Key Owner pursuant to the terms of this Section 2.1.2 are subject 1.2(d)(ii)(1) (rounded down to the provisions nearest whole share) shall be issued to such Retained Key Owner not later than thirty (30) days after the first anniversary of Section 2.1.3 the Closing Date; (regarding rights B) one-third of holders the aggregate number of Dissenting Shares) and Section 2.3 (regarding the withholding of Escrow Fund). In no event shall the amount of cash Ultimate Parent Shares payable under this Agreement by Parent exceed the Cash Consideration as reduced for withholdings to each Retained Key Owner pursuant to the terms of this Section 2.1.2(b1.2(d)(ii)(1) as (rounded down to the unpaid exercise price for any vested Company Options exercised nearest whole share) shall be issued to such Retained Key Owner not later than thirty (30) days after the second anniversary of the Closing Date; and (C) one-third of the aggregate number of Ultimate Parent Shares payable to each Retained Key Owner pursuant to the terms of this Section 2.2.1 prior 1.2(d)(ii)(1) (rounded up to the Closing for which the exercise price has not been fully paid. The Company, and on its behalf Parent and the Surviving Corporation, nearest whole share) shall be entitled issued to deduct and withhold from such Retained Key Owner not later than thirty (30) days after the third anniversary of the Closing Date. For avoidance of doubt, neither Retained Key Owner shall have any consideration rights or interest in the Ultimate Parent Shares (including, but not limited to dividend or voting rights) payable or otherwise deliverable to such Retained Key Owner pursuant to the terms of this Agreement Section 1.2(d)(ii)(1) until such time as such Retained Key Owner receives such Ultimate Parent Shares pursuant to any holder or former holder each installment payment of Company Stock such amounts as shares described in this Section 1.2(c)(ii)(1); and (2) the Per Share Future Payments that may be required become payable to be deducted or withheld therefrom under any provision of federal, state, local or foreign tax law or under any other applicable legal requirement at the lowest rate permitted by law. To the extent each respective Retained Key Owner with respect to each such amounts are properly deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paidshare.