Common use of Effect on Stock Clause in Contracts

Effect on Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders of any securities of the Company or Merger Sub: (a) Each share of common stock, par value $0.01 per share, of the Company (the "Company Common Stock") issued and held, immediately prior to the Effective Time, in the Company's treasury or by any of the Company's direct or indirect wholly owned subsidiaries, and each share of Company Common Stock that is owned by Parent, Merger Sub or any other subsidiary of Parent, shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Subject to Section 2.2(e), each issued and outstanding share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(a)) shall thereupon be converted into and shall thereafter represent .74 (the "Conversion Fraction") fully paid and nonassessable share of Parent Common Stock (the "Merger Consideration"). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") shall cease to have any rights with respect thereto, except the right to receive (i) certificates representing the number of whole shares of Parent Common Stock into which such shares have been converted (the "Parent Certificates"), (ii) certain dividends and other distributions in accordance with Section 2.2(c), and (iii) cash in lieu of fractional shares of Parent Common Stock in accordance with Section 2.2(e), without interest. (c) Each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Effect on Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders any stockholder of any securities of the Company or Merger SubConstituent Corporations: (a) Each share (i) the 500,000 shares of common stock, par value $0.01 per share, of the Company (the "Company Common Stock") CRH issued and held, outstanding immediately prior to the Effective TimeTime (including any shares to be cancelled in accordance with Section 1.4(b)) shall be cancelled, and in exchange Xxxxxx shall be entitled to receive 312,500 validly issued, fully paid and nonassessable shares of Ring Stock, and (ii) the Company's treasury or by 500,000 shares of Xxxxxxxx issued and outstanding immediately prior to the Effective Time (including any shares to be cancelled in accordance with Section 1.4(b)) shall be cancelled, and in exchange Xxxxxxxx shall be entitled to receive 312,500 validly issued, fully paid and nonassessable shares of Ring Stock (such shares of Ring Stock to be issued to Xxxxxx and Xxxxxxxx in accordance with this Section shall be collectively referred to herein as the “Ring Merger Stock”; and the Ring Merger Stock, together with the “Cash Consideration” payable pursuant to Section 1.9 below, shall be referred to collectively herein as the “Merger Consideration”). (b) each share, if any, of the Company's direct or indirect wholly owned subsidiaries, and each share of Company Common Target Companies’ Stock that is owned by Parent, Merger Sub or any other subsidiary either of Parent, the Target Companies as treasury stock shall automatically be cancelled canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (bc) Subject to Section 2.2(e), each None of the issued and outstanding share shares of Company Common Ring shall be converted as a result of the Merger, but all of such shares shall remain issued and outstanding as all of the outstanding shares of the capital stock of the Ring. (d) All shares of the Target Companies’ Stock (other than shares including shares, if any, of the Target Companies’ Stock to be cancelled canceled and retired in accordance with Section 2.1(a1.4(b)) shall thereupon be converted into ), when so cancelled and shall thereafter represent .74 (the "Conversion Fraction") fully paid and nonassessable share of Parent Common Stock (the "Merger Consideration"surrendered as provided in Section 1.4(a). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") Target Shareholders shall cease to have any rights with respect thereto, except that the Target Shareholders shall retain the right to receive (ireceive, upon the surrender of certificate(s) certificates representing the number of whole shares of Parent Common Stock into which such shares have been converted (the "Parent Certificates"), (ii) certain dividends and other distributions in accordance with Section 2.2(c), and (iii) cash in lieu of fractional shares of Parent Common Target Companies’ Stock in accordance with Section 2.2(e)1.5, without interestthe Merger Consideration attributable to such shares. (c) Each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Effect on Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders any shareholder of any securities either of the Company or Merger SubConstituent Corporations: (a) Each issued and outstanding share of Mergerco Common Stock shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation. Each certificate of Mergerco evidencing ownership of any such shares of Mergerco Common Stock shall continue to evidence ownership of the same number of shares of common stock of the Surviving Corporation. (b) All shares of Company (the "Company Common Stock") issued and held, immediately prior to the Effective Time, Stock that are held in the Company's treasury of the Company or by any a wholly owned Subsidiary of the Company's direct or indirect wholly owned subsidiaries, and each share of Company Common Stock that is owned by Parent, Merger Sub or any other subsidiary of Parent, shall automatically be cancelled and retired and shall cease to exist, canceled and no consideration shall be delivered in exchange therefor. (bc) Subject to Section 2.2(e), each All shares of Company Stock issued and outstanding share of Company Common Stock (other than immediately prior to the Effective Time, except shares to be cancelled canceled in accordance with Section 2.1(a1.5(b)) , shall thereupon be converted converted, in the aggregate, into and shall thereafter represent .74 (the "Conversion Fraction") 1,800,000 shares of validly issued, fully paid and nonassessable share shares of Parent Common Stock (collectively, the "Merger Consideration"). As Each shareholder of the Effective Time, all Company (the "Shareholders") shall be entitled hereunder to receive in respect of such Shareholder's shares of Company Common Stock held immediately prior to the Effective Time such Shareholder's portion of such Merger Consideration as set forth on Annex A to the Supplemental Agreement. (d) All shares of Company Stock (other than shares of Company Stock to be canceled in accordance with Section 1.5(b)), when so converted as provided in Section 1.5(c), shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding theretofore representing any such shares of Company Common Stock (the "Certificates") shall cease to have any rights with respect thereto, except the right to receive (i) certificates representing receive, upon the number surrender of whole shares of Parent Common Stock into which such shares have been converted (the "Parent Certificates"), (ii) certain dividends and other distributions certificate in accordance with Section 2.2(c)1.6, and (iii) cash in lieu the portion of fractional shares of Parent Common Stock in accordance with Section 2.2(e), without interestthe Merger Consideration attributable to such shares. (ce) Each of the stock options to purchase Company Common Stock issued by the Company pursuant to the Company Stock Plan (the "Company Stock Options"), which are outstanding immediately prior to the Effective Time shall terminate and be of no further force and effect as of the Effective Time. (f) Each outstanding warrant to purchase shares of Company Stock (the "Stock Purchase Warrants"), which are outstanding immediately prior to the Effective Time shall be terminated and be of no further force and effect as of the Effective Time. (g) Any issued and outstanding share shares of common stockCompany Stock held by a Person (a "Dissenting Shareholder") who properly exercises such Person's dissenters' rights under the CGCL ("Dissenting Shares") shall not be converted as described in Section 1.5(c), par value $0.01 per share, of Merger Sub but rather shall be converted into one validly issuedthe right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to the CGCL. Subject to the foregoing, fully paid and nonassessable share if, after the Effective Time, such Dissenting Shareholder withdraws his demand for payment or fails to perfect or otherwise loses his right of common stock payment, in any case pursuant to the CGCL, the Dissenting Shares of such Dissenting Shareholder shall be deemed to be converted as of the Surviving CorporationEffective Time into the right to receive the amount to which such Dissenting Shareholder would otherwise have been entitled to pursuant to Section 1.5(c). The Company shall give Parent prompt notice of any demands for payment received by the Company. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, and, prior to the Effective Time, Parent shall have the right to participate in all negotiations and proceedings with respect to such demands.

Effect on Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub Parties or the holders of any securities of the Company or Merger SubHolders: (a) Each share Subject to Section 2.3 and the other provisions of common stockthis Section 2.4, par value $0.01 per share, of the Company (the "Company Common Stock") issued and held, immediately prior to the Effective Time, in the Company's treasury or by any of the Company's direct or indirect wholly owned subsidiaries, and each share of Company Common Stock that is owned by Parent, Merger Sub or any other subsidiary of Parent, shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Subject to Section 2.2(e), each issued and outstanding as of immediately prior to the Effective Time (other than shares of Company Common Stock to be canceled pursuant to Section 2.4(c) and Dissenting Shares to the extent provided in Section 2.4(d)), shall be converted into the right to receive, upon the surrender of the Certificate formerly representing such share of Company Common Stock (other than shares Stock, an amount equal to be cancelled in accordance with Section 2.1(a)) shall thereupon be converted into and shall thereafter represent .74 (the "Conversion Fraction") fully paid and nonassessable share of Parent Common Stock (the "Per Share Merger Consideration"). As of At the Effective Time, all each such shares share of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired canceled and shall cease to exist, and each holder Holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") such Certificate shall cease to have any rights with respect thereto, except the right to receive (ithe amounts described in this Section 2.4(a) certificates representing the number to be paid in consideration therefor upon surrender of whole shares of Parent Common Stock into which such shares have been converted (the "Parent Certificates"), (ii) certain dividends and other distributions Certificate in accordance with Section 2.2(c), and (iii) cash in lieu of fractional shares of Parent Common Stock in accordance with Section 2.2(e)2.5, without interest. (cb) Each share of common stock of Merger Co. issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub shall immediately prior to the Effective Time will be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, and such common stock of the Surviving Corporation issued on that conversion will constitute all of the issued and outstanding shares of capital stock of the Surviving Corporation immediately following the Effective Time. (c) Each share of Company Common Stock held as treasury stock or otherwise held by the Company or the Bank (other than in a fiduciary capacity), if any, immediately prior to the Effective Time shall automatically be canceled and shall cease to exist and no payment shall be made with respect thereto. (d) Shares of Company Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a Holder who has not voted such shares in favor of the Merger and who has demanded or may properly demand appraisal rights in the manner provided by Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive a portion of the Merger Consideration unless and until the Effective Time has occurred and the Holder of such Dissenting Shares becomes ineligible for such appraisal rights. The Holders of Dissenting Shares shall be entitled only to such rights as are granted by Section 262 of the DGCL. Each Holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefore from Buyer in accordance with the DGCL; provided, however, that (i) if any such Holder of Dissenting Shares shall have failed to establish entitlement to appraisal rights as provided in Section 262 of the DGCL, (ii) if any such Holder of Dissenting Shares shall have effectively withdrawn demand for appraisal of such shares or lost the right to appraisal and payment for shares under Section 262 of the DGCL or (iii) if neither any Holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time period provided in Section 262 of the DGCL, such Holder of Dissenting Shares shall forfeit the right to appraisal of such shares and each such Dissenting Share shall be treated as if it had been, as of the Effective Time, converted into a right to receive the applicable portion of the Merger Consideration, without interest thereon, as provided in Section 2.4(a) of this Agreement.

Effect on Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub FNNI, First National Illinois or the holders of any securities of the Company Company, FNNI or Merger SubFirst National Illinois: (a) Each issued and outstanding share of common stockCommon Stock, par value $0.01 .33 1/3 per share, of the Company (the "Company Common Stock") issued and held, immediately prior to except the Effective Time, Dissenting Shares defined in the Company's treasury or by any of the Company's direct or indirect wholly owned subsidiaries, and each share of Company Common Stock that is owned by Parent, Merger Sub or any other subsidiary of Parent, Section 2.01(c) hereof shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Subject to Section 2.2(e), each issued and outstanding share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(a)) shall thereupon be converted into the right to receive $18.00 or such higher amount as FNNI and shall thereafter represent .74 (the "Conversion Fraction") fully paid and nonassessable share of Parent Common Stock Company may agree in cash, payable by FNNI to the holder thereof, without interest thereon (the "Merger Consideration"), upon surrender and exchange of the certificate representing such share of Company Common Stock (a "Certificate") in accordance with Section 2.03. As of the Effective Time, except as provided in Section 2.01(b) or (c), all such shares of Company Common Stock shall no longer be outstanding and outstanding, shall automatically be cancelled and retired and shall cease to exist, and each holder ("Stockholder") of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration for each share represented by such Stockholder's Certificates. (b) Each share of Company Common Stock that is held in the Company's treasury or by any of the Company's direct or indirect wholly owned subsidiaries immediately prior to the Effective Time ("Company Treasury Stock") shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Notwithstanding any provision of this Agreement to the contrary, each outstanding share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time and the holder of which (i) certificates representing has not voted in favor of the number of whole shares of Parent Common Stock into which such shares have been converted (the "Parent Certificates")Merger, (ii) certain dividends and other distributions has delivered a written demand for appraisal of such holder's shares in accordance with Section 2.2(c), 262 of the DGCL and (iii) cash in lieu has not effectively withdrawn or lost such right to appraisal (a "Dissenting Share") shall not be converted into or represent a right to receive the Merger Consideration pursuant to Section 2.01(a). The holder of fractional shares a Dissenting Share shall instead be entitled to receive payment of Parent Common Stock the appraised value of such share in accordance with the provisions of Section 2.2(e262 of the DGCL; provided, however, that any Dissenting Share held by a person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal or lose the right of appraisal, in either case pursuant to the DGCL, shall be deemed to be converted into, as of the Effective Time, the right to receive the Merger Consideration pursuant to Section 2.01(a). The Company shall give FNNI prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to the applicable provisions of the DGCL relating to the appraisal process received by the Company. Notwithstanding anything to the contrary in this Section 2.01(c), without interestif (A) the Merger is rescinded or abandoned or (B) the Stockholders revoke the authority to effect the Merger, the right of any Stockholder to be paid the fair value of such Stockholder's Dissenting Shares pursuant to the DGCL shall cease. (cd) Each issued and outstanding share of common stock, par value $0.01 .01 per share, of Merger Sub First National Illinois shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Effect on Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders any stockholder of any securities either of the Company or Merger SubConstituent Corporations: (a) Each issued and outstanding share of Mergerco Common Stock shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation. Each certificate of Mergerco evidencing ownership of any such shares of Mergerco Common Stock shall continue to evidence ownership of the same number of shares of common stock of the Surviving Corporation. (b) All shares of Company (the "Company Common Stock") issued and held, immediately prior to the Effective Time, Stock that are held in the Company's treasury of the Company or by any a wholly owned Subsidiary of the Company's direct or indirect wholly owned subsidiaries, and each share of Company Common Stock that is owned by Parent, Merger Sub or any other subsidiary of Parent, shall automatically be cancelled and retired and shall cease to exist, canceled and no consideration shall be delivered in exchange therefor. (bc) Subject to Section 2.2(e), each issued and outstanding share All shares of Company Common Stock (other than issued and outstanding immediately prior to the Effective Time, except shares canceled in accordance with Section 1.5(b), shall be converted, in the aggregate, into 7,500,000 shares of validly issued, fully paid and nonassessable shares of Parent Common Stock, and all shares of Company Preferred Stock issued and outstanding immediately prior to be the Effective Time, except shares cancelled in accordance with Section 2.1(a1.5(b)) , shall thereupon be converted into (A) Promissory Notes in the aggregate principal amount of $4,500,000 and shall thereafter represent .74 (the "Conversion Fraction"B) fully paid and nonassessable share Warrants to purchase an aggregate of 2,250,000 shares of Parent Common Stock (the "Merger ConsiderationMERGER CONSIDERATION"). As Each stockholder of the Effective Time, all Company (the "STOCKHOLDERS") shall be entitled hereunder to receive in respect of such Stockholder's shares of Company Common Stock held immediately prior to the Effective Time such Stockholder's portion of such Merger Consideration as set forth on ANNEX A to the Supplemental Agreement. The Merger Consideration shall be allocated to the holders of Company Preferred Stock on an as converted basis. (d) All shares of Company Stock (other than shares of Company Stock to be canceled in accordance with Section 1.5(b)), when so converted as provided in Section 1.5(c), shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding theretofore representing any such shares of Company Common Stock (the "Certificates") shall cease to have any rights with respect thereto, except the right to receive (i) certificates representing receive, upon the number surrender of whole shares of Parent Common Stock into which such shares have been converted (the "Parent Certificates"), (ii) certain dividends and other distributions certificate in accordance with Section 2.2(c)1.6, and (iii) cash in lieu the portion of fractional shares of Parent Common Stock in accordance with Section 2.2(e), without interestthe Merger Consideration attributable to such shares. (ce) Each Company Preferred Warrant which is outstanding immediately prior to the Effective Time shall be terminated and be of no further force and effect as of the Effective Time. (f) Any issued and outstanding share shares of common stockCompany Stock held by a Person (a "DISSENTING STOCKHOLDER") who properly exercises such Person's dissenters' rights under the DGCL ("DISSENTING SHARES") shall not be converted as described in Section 1.5(c), par value $0.01 per share, of Merger Sub but rather shall be converted into one validly issuedthe right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCL. Subject to the foregoing, fully paid and nonassessable share if, after the Effective Time, such Dissenting Stockholder withdraws his demand for payment or fails to perfect or otherwise loses his right of common stock payment, in any case pursuant to the DGCL, the Dissenting Shares of such Dissenting Stockholder shall be deemed to be converted as of the Surviving CorporationEffective Time into the right to receive the amount to which such Dissenting Stockholder would otherwise have been entitled to pursuant to Section 1.5(c). The Company shall give Parent prompt notice of any demands for payment received by the Company. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, and, prior to the Effective Time, Parent shall have the right to participate in all negotiations and proceedings with respect to such demands.

Effect on Stock. At the Effective TimeTime of the Merger: (a) Except as otherwise provided in Sections 1.2(b) and 1.2(c), each Larizza Common Share issued and outstanding at the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the Companyholder of such Larizza Common Share, Merger Sub or the holders of any securities of the Company or Merger Sub: (a) Each share of common stock, par value $0.01 per share, of the Company (the "Company Common Stock") issued and held, immediately prior to the Effective Time, in the Company's treasury or by any of the Company's direct or indirect wholly owned subsidiaries, and each share of Company Common Stock that is owned by Parent, Merger Sub or any other subsidiary of Parent, shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Subject to Section 2.2(e), each issued and outstanding share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(a)) shall thereupon be converted into and shall thereafter represent .74 (the "Conversion Fraction") fully paid and nonassessable share of Parent Common Stock (the "Merger Consideration"). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder shall be converted into the right to receive, upon surrender of a the certificate or certificates representing such shares, $6.50 in cash per Larizza Common Share, without interest (the "Merger Price"). Subject to Section 1.2(b), outstanding certificates which immediately prior to before the Effective Time of the Merger represented issued and outstanding shares of Company Larizza Common Shares ("Stock (the "Certificates") shall cease to have any rights with respect theretoafter the Effective Time of the Merger no longer represent Larizza Common Shares, except but instead shall represent for all purposes the right to receive (i) certificates representing the Merger Price multiplied by the number of whole shares evidenced by such Stock Certificates. (b) Notwithstanding anything in this Agreement to the contrary, any Larizza Common Shares as to which the holder of Parent Common Stock into which such shares shall have been duly perfected appraisal rights pursuant to the applicable provisions of the OGCL ("Dissenting Shares") shall be cancelled at the Effective Time of the Merger and automatically (by virtue of the Merger and without any action on the part of the holder of such Larizza Common Shares) be converted (into the "Parent Certificates"), (ii) certain dividends and other distributions in accordance with Section 2.2(c), and (iii) cash in lieu of fractional shares of Parent Common Stock in accordance with Section 2.2(e), without interestright to receive the consideration required to be paid to such holder pursuant to the OGCL. (c) Each Larizza Common Share held in the treasury of Larizza immediately before the Effective Time of the Merger shall, by virtue of the merger and without any action on the part of the holder of such Larizza Common Share, be cancelled and retired and cease to exist and shall not be converted into stock of the Surviving Corporation or of Parent, or the right to receive cash or any other consideration. (d) Each right to receive or convert into Larizza Common Shares then existing shall, by virtue of the Merger and without any action on the part of the holder thereof, no longer be outstanding and shall be cancelled and retired and cease to exist and shall not be converted into the right to receive or convert into stock of the Surviving Corporation or of Parent, or the right to receive cash or any other consideration in lieu of such Larizza Common Shares. (e) Each Acquisition Share issued and outstanding share shall, by virtue of common stockthe Merger and without any action on the part of the holder of such Acquisition Share, par value $0.01 per share, of Merger Sub shall be converted into one fully paid and non- assessable share of Common Stock, no par value, of the Surviving Corporation, and Parent shall become, at the Effective Time of the Merger, the sole shareholder of the Surviving Corporation. (f) All shares of common stock of the Surviving Corporation into which Acquisition Shares are converted, shall be validly issued, fully paid and nonassessable share of common stock of the Surviving Corporationnon-assessable.

Effect on Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders any shareholder of any securities either of the Company or Merger SubConstituent Corporations: (a) Each issued and outstanding share of Mergerco Common Stock shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Company (the "Company Surviving Corporation. Each certificate of Mergerco evidencing ownership of any such shares of Mergerco Common Stock") issued and held, immediately prior Stock shall continue to the Effective Time, in the Company's treasury or by any evidence ownership of the Company's direct or indirect wholly owned subsidiaries, and each share same number of shares of common stock of the Surviving Corporation. (b) All shares of Company Common Stock that is are held in the treasury of the Company or by a wholly owned by Parent, Merger Sub or any other subsidiary Subsidiary of Parent, the Company shall automatically be cancelled and retired and shall cease to exist, canceled and no consideration shall be delivered in exchange therefor. (bc) Subject to Section 2.2(e), each All shares of Company Common Stock issued and outstanding share immediately prior to the Effective Time, except shares canceled in accordance with Section 1.5(b), shall be converted, in the aggregate, into 4,400,000 shares of validly issued, fully paid and nonassessable shares of Parent Common Stock, and the right to receive, in the aggregate, $200,000 (collectively, the "MERGER CONSIDERATION"). Each shareholder of the Company (the "SHAREHOLDERS") shall be entitled hereunder to receive in respect of such Shareholder's shares of Company Common Stock held immediately prior to the Effective Time such Shareholder's portion of such Merger Consideration as set forth on ANNEX A to the Supplemental Agreement. (d) All shares of Company Common Stock (other than shares of Company Common Stock to be cancelled canceled in accordance with Section 2.1(a1.5(b)) shall thereupon be ), when so converted into and shall thereafter represent .74 (the "Conversion Fraction") fully paid and nonassessable share of Parent Common Stock (the "Merger Consideration"as provided in Section 1.5(c). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding theretofore representing any such shares of Company Common Stock (the "Certificates") shall cease to have any rights with respect thereto, except the right to receive (i) certificates representing receive, upon the number surrender of whole shares of Parent Common Stock into which such shares have been converted (the "Parent Certificates"), (ii) certain dividends and other distributions certificate in accordance with Section 2.2(c)1.6, and (iii) cash in lieu the portion of fractional shares of Parent Common Stock in accordance with Section 2.2(e), without interestthe Merger Consideration attributable to such shares. (ce) Each Any issued and outstanding share shares of common stockCompany Common Stock held by a Person (a "DISSENTING SHAREHOLDER") who properly exercises such Person's dissenters' rights under the IBCA ("DISSENTING SHARES") shall not be converted as described in Section 1.5(c), par value $0.01 per share, of Merger Sub but rather shall be converted into one validly issuedthe right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to the IBCA. Subject to the foregoing, fully paid and nonassessable share if, after the Effective Time, such Dissenting Shareholder withdraws his demand for payment or fails to perfect or otherwise loses his right of common stock payment, in any case pursuant to the IBCA, the Dissenting Shares of such Dissenting Shareholder shall be deemed to be converted as of the Surviving CorporationEffective Time into the right to receive the amount to which such Dissenting Shareholder would otherwise have been entitled to pursuant to Section 1.5(c). The Company shall give Parent prompt notice of any demands for payment received by the Company. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, and, prior to the Effective Time, Parent shall have the right to participate in all negotiations and proceedings with respect to such demands.

Effect on Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders of any securities of the Company or Merger SubHolder: (a) Subject to Section 3.5 and the other provisions of this Section 3.7: (i) Each share of common Series A Preferred Stock (excluding Dissenting Shares or any shares of Series A Preferred Stock held as treasury stock, par value $0.01 per share, of the Company (the "Company Common Stock") issued and held, outstanding as of immediately prior to the Effective TimeTime shall be converted into the right to receive, upon the surrender of the Certificate formerly representing such share of Series A Preferred Stock, an amount equal to (A) the Initial Per Series A Share Amount, (B) the portion of any Post-Closing Addition allocable to such share (determined as provided in Section 3.8), and (C) the Contingent Per Share Amount with respect to each Contingent Consideration Amount, if any, allocable to such share (calculated on an as-converted-to-common-stock basis), at the times and in the amounts provided under this Agreement, in the Company's treasury or by any of the Company's direct or indirect wholly owned subsidiaries, each case subject to and each share of Company Common Stock that is owned by Parent, Merger Sub or any other subsidiary of Parent, shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Subject to Section 2.2(e), each issued and outstanding share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(athe terms of this Agreement (including, without limitation, the provisions of this Agreement relating to the Escrow Account) and without interest (except to the extent that interest and other income is earned on and distributed from the Escrow Account with respect to such share)) shall thereupon be converted into and shall thereafter represent .74 (the "Conversion Fraction") fully paid and nonassessable . Each such share of Parent Common Series A Preferred Stock (the "Merger Consideration"). As of the Effective Time, all such excluding Dissenting Shares or any shares of Company Common Series A Preferred Stock held as treasury stock) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates such Certificate which immediately prior to the Effective Time represented outstanding shares represents any such share of Company Common Series A Preferred Stock (the "Certificates") shall cease to have any rights with respect thereto, except the right to receive the amounts described in the foregoing clauses (iA) certificates representing the number of whole shares of Parent Common Stock into which such shares have been converted through (the "Parent Certificates"), (iiC) certain dividends and other distributions to be paid in consideration therefor in accordance with Section 2.2(c3.12. (ii) Each share of Series B Preferred Stock (excluding Dissenting Shares or any shares of Series B Preferred Stock held as treasury stock) issued and outstanding as of immediately prior to the Effective Time shall be converted into the right to receive, upon the surrender of the Certificate formerly representing such share of Series B Preferred Stock, an amount equal to (A) the Initial Per Series B Share Amount, (B) the portion of any Post-Closing Addition allocable to such share (determined as provided in Section 3.8), and (iiiC) cash the Contingent Per Share Amount with respect to each Contingent Consideration Amount, if any, allocable to such share (calculated on an as-converted-to-common-stock basis), at the times and in lieu the amounts provided under this Agreement, in each case subject to and in accordance with the terms of fractional this Agreement (including, without limitation, the provisions of this Agreement relating to the Escrow Account) and without interest (except to the extent that interest and other income is earned on and distributed from the Escrow Account with respect to such share). Each such share of Series B Preferred Stock (excluding Dissenting Shares or any shares of Parent Common Series B Preferred Stock held as treasury stock) shall no longer be outstanding and shall be cancelled and shall cease to exist, and each holder of such Certificate which immediately prior to the Effective Time represents any such share of Series B Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the amounts described in the foregoing clauses (A) through (C) to be paid in consideration therefor in accordance with Section 2.2(e3.12. (iii) Each share of Series C Preferred Stock (excluding Dissenting Shares or any shares of Series C Preferred Stock held as treasury stock) issued and outstanding as of immediately prior to the Effective Time shall be converted into the right to receive, upon the surrender of the Certificate formerly representing such share of Series C Preferred Stock, an amount equal to (A) the Initial Per Series C Share Amount, and (B) the Contingent Per Share Amount with respect to each Contingent Consideration Amount, if any, allocable to such share (calculated on an as-converted-to-common-stock basis) at the times and in the amounts provided under this Agreement, in each case subject to and in accordance with the terms of this Agreement (including, without limitation, the provisions of this Agreement relating to the Escrow Account) and without interest (except to the extent that interest and other income is earned on and distributed from the Escrow Account with respect to such share). Each such share of Series C Preferred Stock (excluding Dissenting Shares or any shares of Series C Preferred Stock held as treasury stock) shall no longer be outstanding and shall be cancelled and shall cease to exist, and each holder of such Certificate which immediately prior to the Effective Time represents any such share of Series C Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the amounts described in the foregoing clauses (A) through (C) to be paid in consideration therefor in accordance with Section 3.12. (iv) Each share of Series D Preferred Stock (excluding Dissenting Shares or any shares of Series D Preferred Stock held as treasury stock) issued and outstanding as of immediately prior to the Effective Time shall be converted into the right to receive, upon the surrender of the Certificate formerly representing such share of Series D Preferred Stock, an amount equal to (A) the Initial Per Series D Share Amount, and (B) the Contingent Per Share Amount with respect to each Contingent Consideration Amount, if any, allocable to such share (calculated on an as-converted-to-common-stock basis) at the times and in the amounts provided under this Agreement, in each case subject to and in accordance with the terms of this Agreement (including, without limitation, the provisions of this Agreement relating to the Escrow Account) and without interest (except to the extent that interest and other income is earned on and distributed from the Escrow Account with respect to such share). Each such share of Series D Preferred Stock (excluding Dissenting Shares or any shares of Series D Preferred Stock held as treasury stock) shall no longer be outstanding and shall be cancelled and shall cease to exist, and each holder of such Certificate which immediately prior to the Effective Time represents any such share of Series D Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the amounts described in the foregoing clauses (A) through (C) to be paid in consideration therefor in accordance with Section 3.12. (v) Each share of Common Stock (excluding for these purposes Dissenting Shares or any shares of Common Stock held as treasury stock) issued and outstanding as of immediately prior to the Effective Time shall be converted into the right to receive, upon the surrender of the Certificate formerly representing such share of Common Stock, an amount equal to the Contingent Per Share Amount with respect to each Contingent Consideration Amount, if any, subject to and in accordance with the terms of this Agreement and without interest. Each such share of Common Stock (excluding for these purposes Dissenting Shares or any shares of Common Stock held as treasury stock) shall no longer be outstanding and shall be cancelled and shall cease to exist, and each holder of such Certificate which immediately prior to the Effective Time represents any such share of Common Stock shall cease to have any rights with respect thereto, except the right to receive the amounts described in the foregoing sentence to be paid in consideration therefor in accordance with Section 3.12, without interest. (cb) Each share of capital stock of the Merger Sub issued and outstanding share immediately prior to the Effective Time of common stock, par value $0.01 per share, of the Merger Sub shall will be converted into one validly issued, fully paid and nonassessable (1) share of common stock of the Surviving Corporation, and such common stock of the Surviving Corporation issued on that conversion will constitute all of the issued and outstanding shares of capital stock of the Surviving Corporation immediately following the Effective Time. (c) Notwithstanding Section 3.7(a), each share of Company Capital Stock that is owned by the Company (as treasury or otherwise), the Purchaser or any Subsidiary of the Purchaser, including, without limitation, Merger Sub, immediately prior to the Effective Time shall be cancelled and shall cease to exist and no payment shall be made with respect thereto. (d) Notwithstanding Section 3.7(a), shares of Company Capital Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a Shareholder who has not voted such shares in favor of the Merger and who has properly exercised or may properly exercise dissenters’ rights in the manner provided by Chapter 13 of the CGCL (“Dissenting Shares”) shall be cancelled and shall cease to exist but shall not be converted into a right to receive a portion of the Final Merger Consideration as provided in this Agreement unless and until the Effective Time has occurred and the holder of such Dissenting Shares becomes ineligible for such dissenters’ rights. The holders of Dissenting Shares shall be entitled only to such rights as are granted by Chapter 13 of the CGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Chapter 13 of the CGCL shall receive payment therefor from the Purchaser in accordance with the CGCL; provided, however, that (a) if any such holder of Dissenting Shares shall have failed to establish entitlement to dissenters’ rights as provided in Chapter 13 of the CGCL, (b) if any such holder of Dissenting Shares shall have effectively withdrawn demand for appraisal of such shares or lost the right to appraisal and payment for shares under Chapter 13 of the CGCL, or (c) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Chapter 13 of the CGCL, such holder of Dissenting Shares shall forfeit the right to appraisal of such shares and each such Dissenting Share shall be treated as if it had been, as of the Effective Time, converted into a right to receive the applicable portion of the Final Merger Consideration as provided in this Agreement, without interest thereon, as provided in this Agreement. The Company (or after the Closing, the Shareholders Representative) shall give the Purchaser prompt notice of any demands received by the Company for appraisal of any shares of Company Capital Stock, withdrawals of such demands and any other instruments served pursuant to the CGCL received by the Company (or, after the Closing, the Shareholders Representative), and the Purchaser shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of the Purchaser (which shall not be unreasonably withheld or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands or agree to do or commit to do any of the foregoing except to the extent required by applicable Law.