Common use of Exchange of Company Common Stock Clause in Contracts

Exchange of Company Common Stock. (a) At the Closing, Company will cause the delivery of all Company Stockholders’ Company Common Stock outstanding immediately prior to the Effective Time, to Parent (“Company Stockholders’ Company Certificates”), together with appropriate assignments signed by such holders, in exchange for the number of whole shares of Parent Common Stock into which such interests have been converted as provided in Section 1.4(a), and Company Stockholders’ Company Certificates so surrendered will be canceled. (b) All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof will be deemed to have been issued in full satisfaction of all rights pertaining to such Company Common Stock. (c) As of the Effective Time, the holders of Company Certificates representing shares of Company Common Stock will cease to have any rights as Company Stockholders, except such rights, if any, as they may have pursuant to the Georgia Code. Except as provided above, until such Company Certificates are surrendered for exchange, each such Company Certificate will, after the Effective Time, represent for all purposes only the right to receive certificates representing the number of whole shares of Parent Common Stock into which Company Common Stock shall have been converted pursuant to the Merger as provided in Section 1.4(a). (d) No fractional shares of Parent Common Stock will be issued upon the surrender for exchange of Company Certificates; no dividend or other distribution of Parent will relate to any fractional share; and such fractional share will not entitle the holder thereof to vote or to any rights of a stockholder of Parent. All fractional shares of Parent Common Stock to which a holder of Company Common Stock immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, will be aggregated if and to the extent multiple Company Certificates of such holder are submitted together to Parent. If a fractional share results from such aggregation, then such fractional share will be rounded up to the nearest whole share and each holder of shares of Company Common Stock interests who otherwise would be entitled to receive such fractional share of Parent Common Stock will receive one whole share in lieu of such fractional share, as applicable.

Exchange of Company Common Stock. (a) At Excluding only Company shareholders (“Company Shareholders”) who have not voted in favor of the Merger and who perfect dissenters’ rights of appraisal under Section 16-10a-1301, et. seq. of the Utah Act or fail to execute and deliver Exhibit 5.4(c) hereto in the time allowed herein or therein (“Dissenters” Rights), at the Closing, Company will cause the delivery of all Company StockholdersMajority Shareholders’ Company Common Stock outstanding immediately prior to the Effective Time, to Parent (“Company StockholdersMajority Shareholders’ Company Certificates”), together with appropriate assignments signed by such holders, in exchange for the number of whole shares of Parent Common Stock into which such interests have been converted as provided in Section 1.4(a), and Company Stockholders’ Majority Shareholder Company Certificates so surrendered will be canceled. The remainder of Company Common Stock outstanding will be exchanged for Parent Common Stock in accordance with Section 1.4(a) on delivery by non-dissenting holders of Company Shareholders’ Company Common Stock certificates (“Company Certificates”) to Parent. (b) All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof will be deemed to have been issued in full satisfaction of all rights pertaining to such Company Common Stock. (c) As of the Effective Time, the holders of Company Certificates representing shares of Company Common Stock will cease to have any rights as Company StockholdersShareholders, except such rights, if any, as they may have pursuant to the Georgia CodeUtah Act. Except as provided above, until such Company Certificates are surrendered for exchange, each such Company Certificate will, after the Effective Time, represent for all purposes only the right to receive certificates representing the number of whole shares of Parent Common Stock into which Company Common Stock shall have been converted pursuant to the Merger as provided in Section 1.4(a). (d) No fractional shares of Parent Common Stock will be issued upon the surrender for exchange of Company Certificates; no dividend or other distribution of Parent will relate to any fractional share; and such fractional share will not entitle the holder thereof to vote or to any rights of a stockholder shareholder of Parent. All fractional shares of Parent Common Stock to which a holder of Company Common Stock immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, will be aggregated if and to the extent multiple Company Certificates of such holder are submitted together to Parent. If a fractional share results from such aggregation, then such fractional share will be rounded up to the nearest whole share and each holder of shares of Company Common Stock interests who otherwise would be entitled to receive such fractional share of Parent Common Stock will receive one whole share in lieu of such fractional share, as applicable.

Exchange of Company Common Stock. (a) At the Closing, Company will cause the delivery of all Company Stockholders’ Shareholders Company Common Stock Stock, all of which are outstanding immediately prior to the Effective Time, to Parent (“Company Stockholders’ Company Certificates”), together with appropriate assignments signed by such holders, in exchange for the number of whole shares of Parent Common Stock into which such interests have been converted as provided in Section 1.4(a), and Company Stockholders’ Company Certificates so surrendered will be canceled. (b) All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof will be deemed to have been issued in full satisfaction of all rights pertaining to such Company Common Stock. (c) As of the Effective Time, the holders of Company Certificates representing shares of Company Common Stock will cease to have any rights as Company StockholdersShareholders, except such rights, if any, as they may have pursuant to the Georgia CodeUtah Act. Except as provided above, until such Company Certificates are surrendered for exchange, each such Company Certificate will, after the Effective Time, represent for all purposes only the right to receive certificates representing the number of whole shares of Parent Common Stock into which Company Common Stock shall have been converted pursuant to the Merger as provided in Section 1.4(a). (d) No fractional shares of Parent Common Stock will be issued upon the surrender for exchange of Company Certificates; no dividend or other distribution of Parent will relate to any fractional share; and such fractional share will not entitle the holder owner thereof to vote or to any rights of a stockholder shareholder of Parent. All fractional shares of Parent Common Stock to which a holder of Company Common Stock immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, will be aggregated if and to the extent multiple Company Certificates of such holder are submitted together to Parent. If a fractional share results from such aggregation, then such fractional share will be rounded up to the nearest whole share and each holder of shares of Company Common Stock interests who otherwise would be entitled to receive such fractional share of Parent Common Stock will receive one whole share in lieu of such fractional share, as applicable.

Exchange of Company Common Stock. (a) At the Closing, the Company will cause the delivery arrange for each holder of all Company Stockholders’ record (a "Shareholder") of Company Common Stock outstanding immediately prior to the Effective Time, Time to deliver to the Parent appropriate evidence of such holder's Company Common Stock (“Company Stockholders’ "Company Certificates”"), together with an appropriate assignments assignment signed by such holders, in exchange for the number of whole shares of Parent Common Stock into which such interests have been converted as provided in Section 1.4(a), and the Company Stockholders’ Company Certificates Certificate(s) so surrendered will be canceled. (b) All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof will be deemed to have been issued in full satisfaction of all rights pertaining to such Company Common Stock. (c) As of the Effective Time, the holders of Company Certificates representing shares of Company Common Stock will cease to have any rights as Company StockholdersShareholders of the Company, except such rights, if any, as they may have pursuant to the Georgia CodeMinnesota Act. Except as provided above, until such Company Certificates are surrendered for exchange, each such Company Certificate will, after the Effective Time, represent for all purposes only the right to receive certificates representing the number of whole shares of Parent Common Stock into which Company Common Stock shall have been converted pursuant to the Merger as provided in Section 1.4(a). (d) No fractional shares of Parent Common Stock will be issued upon the surrender for exchange of Company Certificates; no dividend or other distribution of Parent will relate to any fractional share; and such fractional share interests will not entitle the holder owner thereof to vote or to any rights of a stockholder shareholder of Parent. All fractional shares of Parent Common Stock to which a holder of Company Common Stock immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, will be aggregated if and to the extent multiple Company Certificates of such holder are submitted together to Parent. If a fractional share results from such aggregation, then such fractional share will be rounded up to the nearest whole share and each holder of shares of Company Common Stock interests Interests who otherwise would be entitled to receive such fractional share of Parent Common Stock will receive one whole share in lieu of such fractional share. (e) At Closing, Parent will cancel 133,334 shares of Parent Common Stock issued and outstanding immediately prior to Closing and issue 459,141 shares of new restricted Parent Common Stock as set forth on Exhibit 1.5(e) attached hereto, and, as applicablea result of such transactions, Parent will have outstanding no more than 600,000 shares of Parent Common Stock at Closing.