Common use of Manner and Basis of Converting Shares Clause in Contracts

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share of common stock, par value $0.001 per share of the Surviving Company, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Company; (ii) each share of common stock, par value $0.001 per share of the Company (the “Company Common Stock”) beneficially owned by the stockholders of the Company listed on Schedule 1.06(a)(ii) (the “Stockholders”) (other than Dissenting Shares as defined below), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive .1666 shares of common stock, par value $0.001 per share, of Parent (the “Parent Common Stock”); and (iii) each of the securities and other interests in the Company listed on Schedule 1.06(a)(iii) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive such equivalent interests as indicated on Schedule 1.06(a)(iii). (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Company of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share of common stock, par value $0.001 per share of the Surviving Company, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Company; (ii) each share of common stock, par value $0.001 per share of the Company (the “Company Common Stock”) beneficially owned by the stockholders of the Company listed on Schedule 1.06(a)(iithe stockholder ledger provided by the Company to Parent (the “Ledger”) at or prior to the Effective Time (the “Stockholders”) (other than Dissenting Shares (as defined below), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive .1666 3 shares of common stock, par value $0.001 per share, of Parent (the “Parent Common Stock”); and (iii) each of the securities and other interests in the Company listed on Schedule 1.06(a)(iii) the Ledger shall, by virtue of the Merger and without any action on the part of the holder thereof, and all such interests, including any dividends accrued thereon, shall be converted into the right to receive such equivalent interests as indicated on Schedule 1.06(a)(iii)the Ledger. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Company of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share of common stock, par value $0.001 per share of the Surviving Company, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Company; (ii) each share of common stock, par value $0.001 per share of the Company (the “Company Common Stock”) beneficially owned by the stockholders of the Company listed on Schedule 1.06(a)(ii) (the “Stockholders”) (other than Dissenting Shares (as defined below), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive .1666 3 shares of common stock, par value $0.001 per share, of Parent (the “Parent Common Stock”); and (iii) each of the securities and other interests in the Company listed on Schedule 1.06(a)(iii) 1.06 shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive such equivalent interests as indicated on Schedule 1.06(a)(iii)1.06. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Company of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $0.001 0.0001 per share, share of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of common stock, $0.00001 par value $0.001 per share value, of the Surviving CompanyCorporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving CompanyCorporation; (ii) each share of common stock, $0.00001 par value $0.001 per share value, of the Company (the “Company Common Stock”) beneficially owned by the stockholders of the Company Stockholders listed on Schedule 1.06(a)(ii) (the “Stockholders”) (other than Dissenting Shares (A) shares of Company Common Stock as defined belowto which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive .1666 an aggregate of 29,502,750 shares of common stock, par value $0.001 0.0001 per share, of Parent (the “Parent Common Stock”), with fractional shares of Parent Common Stock rounded up or down to the nearest whole share (the “Merger Consideration”); and (iii) each share of Company Common Stock held in the treasury of the securities and other interests Company immediately prior to the Effective Time shall be cancelled in the Company listed on Schedule 1.06(a)(iii) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right cease to receive such equivalent interests as indicated on Schedule 1.06(a)(iii)exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Company Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.