Common use of Effects of the Merger on Capital Stock Clause in Contracts

Effects of the Merger on Capital Stock. (a) As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of capital stock of Merger Sub, each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. (b) Each share of Company Capital Stock that is owned by Parent, Merger Sub, the Company or any of their respective subsidiaries shall be canceled and retired and shall cease to exist without any consideration payable therefor. (c) Each share of Company Preferred Stock issued and outstanding prior to the Effective Time shall be converted into the right to receive the Closing Preferred Share Merger Consideration, in cash, without interest, together with the Pro Rata Share of any amounts that may become payable in respect of such share in the future from the Holdback Amount as provided in this Agreement, the unused portion (if any) of the Stockholders’ Representative Expense Amount, or any adjustments to the Estimated Merger Consideration after the Closing Date pursuant to Section 2.10, at the respective times and subject to the contingencies specified herein. (d) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Closing Per Share Merger Consideration, in cash, without interest, together with the Pro Rata Share of any amounts that may become payable in respect of such share in the future from the Holdback Amount as provided in this Agreement, the unused portion (if any) of the Stockholders’ Representative Expense Amount, or any adjustments to the Estimated Merger Consideration after the Closing Date pursuant to Section 2.10, at the respective times and subject to the contingencies specified herein. (e) At the Effective Time, each option to acquire shares of Company Common Stock (“Stock Option”) granted under the Company’s 2009 Stock Plan that is outstanding and unexercised immediately prior to the Closing, whether or not then vested or exercisable, shall be, by virtue of the consummation of the Merger and without any action on the part of the Company, the holder of the Stock Option or any other Person, canceled and converted into the right to receive an amount in cash equal to the Closing Per Share Merger Consideration minus the Per Share Cash Exercise Price Amount, in cash, without interest, together with the Pro Rata Share of any amounts that may become payable in respect of such share in the future from the Holdback Amount as provided in this Agreement, the unused portion (if any) of the Stockholders’ Representative Expense Amount, or any adjustments to the Estimated Merger Consideration after the Closing Date pursuant to Section 2.10, at the respective times and subject to the contingencies specified herein.

Effects of the Merger on Capital Stock. (a) As of On the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of capital stock of Parent, Merger Sub, each issued and outstanding the Company, the Shareholders’ Representative or any Shareholder, the following shall occur: (i) Each share of capital common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. (b) Each share of Company Capital Stock that is owned by Parent, Merger Sub, the Company or any of their respective subsidiaries shall be canceled and retired and shall cease to exist without any consideration payable therefor. (c) Each share of Company Preferred Stock issued and outstanding prior to the Effective Time shall be converted into the right to receive the Closing Preferred Share Merger Consideration, in cash, without interest, together with the Pro Rata Share of any amounts that may become payable in respect of such share in the future from the Holdback Amount as provided in this Agreement, the unused portion (if any) of the Stockholders’ Representative Expense Amount, or any adjustments to the Estimated Merger Consideration after the Closing Date pursuant to Section 2.10, at the respective times and subject to the contingencies specified herein. (dii) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by the Company (as treasury stock or otherwise) shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (iii) All of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by Long Hill shall be converted into and shall thereafter represent the right of Long Hill to receive in respect thereof (1) such number of Parent Common Stock (the “Long Hill Closing Shares”) as is equal to the result of (I) the product of (x) the Closing Per Share Merger Consideration, multiplied by (y) the Per Share Accredited Portion, multiplied by (z) the aggregate number of shares of Company Common Stock held by Long Hill immediately prior to the Effective Time, less (II) the Long Hill Escrow Shares, as set forth in cashthe Allocation Schedule, without interest, together with the Pro Rata Share of any amounts that may become payable in respect accordance with Section 2.3(a), (2) the number of such share Long Hill Escrow Shares, less any Long Hill Escrow Shares forfeited by Long Hill in the future from the Holdback Amount as provided in accordance with this Agreement, payable in accordance with Section 10.4 and (3) the unused portion Additional Share Merger Consideration (if any) of the Stockholders’ Representative Expense Amount), or any adjustments payable to the Estimated Merger Consideration after the Closing Date pursuant to Long Hill in accordance with Section 2.10, at the respective times and subject to the contingencies specified herein2.6(a). (eiv) All of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by the University of Louisville Research Foundation, Inc. (“ULRF”) shall be converted into and shall thereafter represent the right of ULRF to receive in respect thereof (1) such number of Parent Common Stock (the “ULRF Shares”) as is equal to the product of (x) the Closing Share Merger Consideration, multiplied by (y) the Per Share Accredited Portion, multiplied by (z) the aggregate number of shares of Company Common Stock held by ULRF immediately prior to the Effective Time, as set forth in the Allocation Schedule, payable in accordance with Section 2.3(b), and (2) the Additional Share Merger Consideration (if any), payable to ULRF in accordance with Section 2.6(a). (v) All of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by each Shareholder (other than Long Hill) who is an Accredited Shareholder shall be converted into and shall thereafter represent the right of such Shareholder to receive in respect thereof (1) such number of Parent Common Stock (as to each such Shareholder, the “Closing Shares”) as is equal to the result of (I) the product of (x) the Closing Share Merger Consideration, multiplied by (y) the Per Share Accredited Portion, multiplied by (z) the aggregate number of shares of Company Common Stock held by such Shareholder immediately prior to the Effective Time, less (II) the number of Other Escrow Shares allocable to such Shareholders, as set forth in the Allocation Schedule, payable in accordance with Section 2.3(c), (2) the number of Other Escrow Shares allocable to such Shareholder, less any such Other Escrow Shares forfeited by such Shareholder in accordance with this Agreement, payable in accordance with Section 10.4, and (3) the Additional Share Merger Consideration (if any), payable to such Shareholder in accordance with Section 2.6(a). (vi) All of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by each Shareholder who is a Non-Accredited Shareholder shall be converted into and shall thereafter represent the right of such Shareholder to receive in respect thereof (1) an amount in cash (as to each such Shareholder, the “Closing Cash”) equal to the result of (I) the product of (x) the Closing Cash Merger Consideration multiplied by (y) the Per Share Non-Accredited Portion, multiplied by (z) the aggregate number of shares of Company Common Stock held by such Shareholder immediately prior to the Effective Time, less (II) the amount of Escrow Cash allocable to such Shareholder, as set forth in the Allocation Schedule, payable in accordance with Section 2.3(d), (2) an amount of Escrow Cash allocable to such Shareholder, less any such Escrow Cash forfeited by such Shareholder in accordance with this Agreement, payable in accordance with Section 10.4, and (3) the Additional Cash Merger Consideration (if any), payable to such Shareholder in accordance with Section 2.6(a). (b) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, no dividend or distribution shall be payable on or with respect to any such fractional share, and such fractional share interests shall not entitle any Person to any rights as a shareholder of Parent by virtue thereof. Instead, each fractional share that would otherwise be issued will be rounded up or down to the nearest whole share (i.e. less than ½ a share shall be rounded down and ½ or more of a share shall be rounded up). (c) At the Effective Time, each option to acquire the stock transfer books of the Company shall be closed and no transfer of Company Common Stock shall thereafter be made. At the Effective Time and thereafter, all shares of Company Common Stock (“Stock Option”) granted under the Company’s 2009 Stock Plan that is will no longer be outstanding and unexercised all shares of Company Common Stock will be cancelled and retired and will cease to exist, and each holder of any book-entry shares which immediately prior to the ClosingEffective Time represented shares of Company Common Stock will cease to have any rights with respect thereto, whether except as provided under this Agreement or not then vested as provided by Law. The Company represents and warrants that no certificates representing any shares of Company Common Stock have been issued by the Company. (d) If, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock shall have been changed into, or exercisableexchanged for, shall bea different number of shares or a different class, by virtue reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or other like change, the Issue Price shall, to the extent necessary, be equitably adjusted to reflect such change to the extent necessary to provide the Shareholders with the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or other like change. (e) The Parties acknowledge and agree that, for all matters relating to valuation of the consummation consideration payable to the Shareholders in connection with the Merger, including any adjustments thereto, regardless of when payment is made, the value attributed to each share of Parent Common Stock for all purposes hereunder shall be the Issue Price. (f) Schedule A hereto provides an example, solely for illustrative and interpretive purposes, of the Merger and without any action on the part possible calculation of the CompanyLong Hill Closing Shares, the holder assuming certain possible values of the Stock Option or any other Person, canceled and converted into the right to receive an amount in cash equal to variables that may exist as of the Closing Per Share Merger Consideration minus the Per Share Cash Exercise Price Amount, in cash, without interest, together with the Pro Rata Share of any amounts that may become payable in respect of such share in the future from the Holdback Amount as provided in this Agreement, the unused portion (if any) Date. Schedule A is not intended to provide an estimate or inference of the Stockholders’ Representative Expense Amount, or any adjustments to the Estimated Merger Consideration after actual Long Hill Closing Shares issuable on the Closing Date pursuant but rather to Section 2.10provide an example of the mathematical model of the algorithms described in the ECS Draft and Sections 2.1 (iii), at the respective times (v) and subject to the contingencies specified herein(vi).

Effects of the Merger on Capital Stock. (a) As of the Effective Time, by virtue of the Merger and without any action on the part of any of the holder Parties, or the holders of any shares of capital stock of Merger Sub, each issued and outstanding Company Capital Stock: (a) Each share of capital Company Common Stock or other outstanding equity securities of the Company (the “Company Capital Stock”) then owned by the Company (or held in the treasury of the Company) immediately prior to the Effective Time, if any, will automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Each share of common stock of Merger Sub shall issued and outstanding immediately before the Effective Time will be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. (b) Each Entity which share of Company Capital Stock that is owned will be held by Parent, and which shall constitute the only outstanding shares of capital stock of the Surviving Entity immediately following the Effective Time. Each certificate evidencing ownership of common stock of Merger SubSub (or, if the Company or any shares are uncertificated, each corresponding book entry) will evidence ownership of their respective subsidiaries shall be canceled and retired and shall cease to exist without any consideration payable thereforshares of common stock of the Surviving Entity. (c) Each share of Company Preferred Capital Stock issued and outstanding prior to immediately before the Effective Time shall (other than shares to be cancelled in accordance with Section 1.7(a) and Dissenting Shares) will be converted into and exchanged for the right to receive, subject to Section 1.8(f), (i) subject to and in accordance with Section 1.8, such number of shares of Parent Class A Common Stock equal to the Per Share Stock Consideration (with the aggregate number of shares of Parent Class A Common Stock so converted for each stockholder to be rounded down to the nearest whole share); (ii) an amount of cash (without interest) equal to the Per Share Closing Cash Consideration; and (iii) from time to time, an amount of cash equal to the Contingent Consideration for such share. (d) As of the Effective Time, (i) all such shares of Company Capital Stock referenced in Section 1.7(c) will no longer be outstanding, will automatically be cancelled and retired and will cease to exist in exchange for the portion of the Merger Consideration set forth in this Section 1.7, and (ii) share certificates, if any, representing shares of Company Capital Stock immediately before the Effective Time (the “Certificates”) or book entries representing shares of Company Capital Stock that are uncertificated immediately before the Effective Time (“Book-Entry Shares”), as the case may be, will represent only (A) the right to receive the Closing Preferred Share portion of the Merger Consideration, in cash, without interest, together with the Pro Rata Share of any amounts Consideration that may become payable in respect of is allocated to such share in the future from the Holdback Amount as provided shares in this AgreementSection 1.7, the unused portion (if any) following delivery of the Stockholders’ Representative Expense Amounta Letter of Transmittal in accordance with Section 1.8, or any adjustments (B) with respect to the Estimated Merger Consideration after the Closing Date pursuant to Section 2.10Dissenting Shares, at the respective times and subject to the contingencies specified herein. (d) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Closing Per Share Merger Consideration, in cash, without interest, together with the Pro Rata Share of any amounts that may become payable in respect of such share in the future from the Holdback Amount as provided in this Agreement, the unused portion (if any) of the Stockholders’ Representative Expense Amount, or any adjustments to the Estimated Merger Consideration after the Closing Date pursuant to Section 2.10, at the respective times and subject to the contingencies specified herein. (e) At the Effective Time, each option to acquire shares of Company Common Stock (“Stock Option”) granted fair market value under the Company’s 2009 Stock Plan that is outstanding and unexercised immediately prior to the Closing, whether or not then vested or exercisable, shall be, by virtue of the consummation of the Merger and without any action on the part of the Company, the holder of the Stock Option or any other Person, canceled and converted into the right to receive an amount in cash equal to the Closing Per Share Merger Consideration minus the Per Share Cash Exercise Price Amount, in cash, without interest, together with the Pro Rata Share of any amounts that may become payable in respect of such share in the future from the Holdback Amount as provided in this Agreement, the unused portion (if any) of the Stockholders’ Representative Expense Amount, or any adjustments to the Estimated Merger Consideration after the Closing Date pursuant to Section 2.10, at the respective times and subject to the contingencies specified hereinDGCL.