Common use of Effect on the Capital Stock Clause in Contracts

Effect on the Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof: (a) Each issued and outstanding share of common stock of Merger Corp. immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation following the Merger. (b) Each share of Common Stock that is owned by Merger Corp. or any of its Affiliates immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and no cash, Common Stock or other consideration, including the Merger Consideration, shall be delivered or deliverable in exchange therefor. (c) Each share of Common Stock that is owned by or held in the treasury of the Company immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and no cash, Common Stock or other consideration, including the Merger Consideration, shall be delivered or deliverable in exchange therefor. (d) Shares of Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Sections 2.8(b) and 2.8(c)) held by each shareholder of the Company shall be converted into the right to receive an amount in cash (the "Merger Consideration") equal to the product of (A) the number of shares of Common Stock owned by such shareholder immediately prior to the Effective Time, and (B) the Per Share Amount. The Merger Consideration shall be payable to the holder of shares of Common Stock, without interest thereon, upon the surrender of the certificate or certificates formerly representing such shares of Common Stock (each, a "Certificate") in the manner provided in Section 2.10, less any required withholding of U.S. federal, state, local or foreign Taxes. From and after the Effective Time, all such shares of Common Stock shall no longer be outstanding and shall be deemed to be canceled and retired and shall cease to exist, and each holder of shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor in accordance with Section 2.10.

Effect on the Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or any holder thereofof any shares of Company Common Stock, Company Preferred Stock or any shares of capital stock of Merger Sub: (a) Each share of MS Common Stock issued and outstanding share of common stock of Merger Corp. immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation New Company Common Stock following the Merger. (b) Each share of Company Common Stock that is owned by Parent or Merger Corp. or any of its Affiliates Sub immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and no cash, Company Common Stock or other consideration, including the Merger Consideration, consideration shall be delivered or deliverable in exchange therefor. (c) Each share of Company Common Stock that is owned by or held in the treasury of the Company immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and no cash, Company Common Stock or other consideration, including the Merger Consideration, shall be delivered or deliverable in exchange therefor. (d) Shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Sections 2.8(b3.8(b) and 2.8(c)3.8(c) and any Dissenting Shares) held by each shareholder stockholder of the Company shall be converted into the right to receive an amount in cash (the "Merger Consideration") equal to the product of (A) the number of shares of Company Common Stock owned by such shareholder stockholder immediately prior to the Effective Time, and (B) the Per Share Amount. The Merger Consideration shall be payable to the holder of shares of Company Common Stock, without interest thereon, upon the surrender of the certificate or certificates formerly representing such shares of Company Common Stock (each, a "Certificate") in the manner provided in Section 2.103.11, less any required withholding with- holding of U.S. federal, state, local or foreign Taxes. From and after the Effective Time, all such shares of Company Common Stock so converted into the Merger Consideration shall no longer be outstanding and shall be deemed to be canceled and retired and shall cease to exist, and each holder of shares of Common Stock a Certificate or Certificates shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate or Certificates in accordance with Section 2.103.11 (or, with respect to Dissenting Shares, as provided in Section 3.9). (e) Each share of Company Class B Preferred Stock issued and outstanding or held by the Company as treasury stock immediately prior to the Effective Time shall remain issued and outstanding or held as treasury stock, as the case may be, and shall be unaffected by the Merger.

Effect on the Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or any holder thereofof any shares of Company Common Stock, Company Preferred Stock or any shares of capital stock of Merger Sub: (a) Each share of MS Common Stock issued and outstanding share of common stock of Merger Corp. immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation New Company Common Stock following the Merger. (b) Each share of Company Common Stock Stock, if any, that is owned by Parent or Merger Corp. or any of its Affiliates Sub immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and no cash, Company Common Stock or other consideration, including the Merger Consideration, consideration shall be delivered or deliverable in exchange therefor. (c) Each share of Company Common Stock that is owned by or held in the treasury of the Company immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and no cash, Company Common Stock or other consideration, including the Merger Consideration, shall be delivered or deliverable in exchange therefor. (d) Shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Sections 2.8(b3.8(b) and 2.8(c)3.8(c) and any Dissenting Shares) held by each shareholder stockholder of the Company shall be converted into the right to receive an amount in cash (the "Merger Consideration") equal to the product of (A) the number of shares of Company Common Stock owned by such shareholder stockholder immediately prior to the Effective Time, and (B) the Per Share Amount. The Merger Consideration shall be payable to the holder of shares of Company Common Stock, without interest thereon, upon the surrender of the certificate or certificates formerly representing such shares of Company Common Stock (each, a "Certificate") in the manner provided in Section 2.103.11, less any required withholding of U.S. federal, state, local or foreign Taxes. From and after the Effective Time, all such shares of Company Common Stock so converted into the Merger Consideration shall no longer be outstanding and shall be deemed to be canceled and retired and shall cease to exist, and each holder of shares of Common Stock a Certificate or Certificates shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate or Certificates in accordance with Section 2.103.11 (or, with respect to Dissenting Shares, as provided in Section 3.9). (e) Each share of Company Preferred Stock issued and outstanding or held by the Company as treasury stock immediately prior to the Effective Time shall remain issued and outstanding or held as treasury stock, as the case may be, and shall be unaffected by the Merger.

Effect on the Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or any holder thereofof any shares of Company Common Stock, Company Preferred Stock or any shares of capital stock of Merger Sub: (a) Each share of MS Common Stock issued and outstanding share of common stock of Merger Corp. immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation New Company Common Stock following the Merger. (b) Each share of Company Common Stock Stock, if any, that is owned by Parent or Merger Corp. or any of its Affiliates Sub immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and no cash, Company Common Stock or other consideration, including the Merger Consideration, consideration shall be delivered or deliverable in exchange therefor. (c) Each share of Company Common Stock that is owned by or held in the treasury of the Company immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and no cash, Company Common Stock or other consideration, including the Merger Consideration, shall be delivered or deliverable in exchange therefor. (d) Shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Sections 2.8(b3.8(b) and 2.8(c)3.8(c) and any Dissenting Shares) held by each shareholder stockholder of the Company shall be converted into the right to receive an amount in cash (the "“Merger Consideration"”) equal to the product of (A) the number of shares of Company Common Stock owned by such shareholder stockholder immediately prior to the Effective Time, and (B) the Per Share Amount. The Merger Consideration shall be payable to the holder of shares of Company Common Stock, without interest thereon, upon the surrender of the certificate or certificates formerly representing such shares of Company Common Stock (each, a "“Certificate"”) in the manner provided in Section 2.103.11, less any required withholding of U.S. federal, state, local or foreign Taxes. From and after the Effective Time, all such shares of Company Common Stock so converted into the Merger Consideration shall no longer be outstanding and shall be deemed to be canceled and retired and shall cease to exist, and each holder of shares of Common Stock a Certificate or Certificates shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate or Certificates in accordance with Section 2.103.11 (or, with respect to Dissenting Shares, as provided in Section 3.9). (e) Each share of Company Preferred Stock issued and outstanding or held by the Company as treasury stock immediately prior to the Effective Time shall remain issued and outstanding or held as treasury stock, as the case may be, and shall be unaffected by the Merger.

Effect on the Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or any holder thereofof any shares of Company Common Stock, Company Preferred Stock or any shares of capital stock of Merger Sub: (a) Each share of MS Common Stock issued and outstanding share of common stock of Merger Corp. immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation New Company Common Stock following the Merger. (b) Each share of Company Common Stock that is owned by Parent or Merger Corp. or any of its Affiliates Sub immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and no cash, Company Common Stock or other consideration, including the Merger Consideration, consideration shall be delivered or deliverable in exchange therefor. (c) Each share of Company Common Stock that is owned by or held in the treasury of the Company immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and no cash, Company Common Stock or other consideration, including the Merger Consideration, shall be delivered or deliverable in exchange therefor. (d) Shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Sections 2.8(b3.8(b) and 2.8(c)3.8(c) and any Dissenting Shares) held by each shareholder stockholder of the Company shall be converted into the right to receive an amount in cash (the "Merger Consideration") equal to the product of (A) the number of shares of Company Common Stock owned by such shareholder stockholder immediately prior to the Effective Time, and (B) the Per Share Amount. The Merger Consideration shall be payable to the holder of shares of Company Common Stock, without interest thereon, upon the surrender of the certificate or certificates formerly representing such shares of Company Common Stock (each, a "Certificate") in the manner provided in Section 2.103.11, less any required withholding of U.S. federal, state, local or foreign Taxes. From and after the Effective Time, all such shares of Company Common Stock so converted into the Merger Consideration shall no longer be outstanding and shall be deemed to be canceled and retired and shall cease to exist, and each holder of shares of Common Stock a Certificate or Certificates shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate or Certificates in accordance with Section 2.103.11 (or, with respect to Dissenting Shares, as provided in Section 3.9). (e) Each share of Company Class B Preferred Stock issued and outstanding or held by the Company as treasury stock immediately prior to the Effective Time shall remain issued and outstanding or held as treasury stock, as the case may be, and shall be unaffected by the Merger.