Common use of Merger Consideration Clause in Contracts

Merger Consideration. After the Effective Time, and upon delivery to the Exchange Agent of instructions authorizing transfer and cancellation of Book-Entry Interests in accordance with Section 2.1(b), the terms of the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book-Entry Interests shall be entitled to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder, (i) the number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

Merger Consideration. After the Effective Time, and upon delivery to the Exchange Agent of instructions authorizing transfer and cancellation of Book-Entry Interests in accordance with Section 2.1(b), the terms of the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book-Entry Interests shall be entitled to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holderholder (subject to Section 2.1(g)), (i) the number of Braves NASDAQ OMX Shares and ICE Shares and an amount in cash in respect of the aggregate Merger Consideration that such holder is entitled to receive pursuant to Section 1.6(a)(i1.5(a)(i) (after taking into account all Yankees NYSE Euronext Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Stock Consideration issued and paid and the cash portion of the Merger Cash Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees NYSE Euronext Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees NYSE Euronext Shares. In the event of a transfer of ownership of any Yankees NYSE Euronext Shares that is not registered in the transfer records of YankeesNYSE Euronext, the proper number of Braves NASDAQ OMX Shares, ICE Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees NASDAQ OMX Shares or ICE Shares or the payment of the applicable cash portion of the Merger Cash Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves NASDAQ OMX and ICE or the Exchange Agent that such Tax has been paid or is not applicable. The Braves NASDAQ OMX Shares and ICE Shares constituting the stock portion of NASDAQ OMX Stock Consideration and the Merger ICE Stock Consideration, respectively, at BravesNASDAQ OMX and ICE’s option, as the case may be, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

Merger Consideration. After Each ordinary share, par value US$0.001 per share, of the Company (a “Share” or, collectively, the “Shares”), including Shares represented by American Depositary Shares, each representing three Shares (the “ADSs”), issued and outstanding immediately prior to the Effective Time, and upon delivery to the Exchange Agent of instructions authorizing transfer and cancellation of Book-Entry Interests in accordance with Section 2.1(b), the terms of the Transmittal Letter and such other documents than Excluded Shares (as may reasonably be required by the Exchange Agent, the holder of such Book-Entry Interests defined below) shall be entitled to receive cancelled in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder, (i) the number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has for the right to receive US$1.17 in cash per Share without interest (the “Per Share Merger Consideration”). As each ADS represents three Shares, each ADS issued and outstanding immediately prior to the Effective Time, other than ADSs representing Excluded Shares, shall represent the right to receive US$3.51 in cash without interest (the “Per ADS Merger Consideration”) pursuant to Section 2.1(e)the terms and conditions set forth in the Deposit Agreement. The Book-Entry Interests that are At the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion Effective Time, all of the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares, including Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) represented by ADSs, shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is cease to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s optionoutstanding, shall be cancelled and shall cease to exist and the register of members of the Company will be amended accordingly. Each Share (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration without interest, and any Dissenting Shares shall thereafter represent only the right to receive the applicable payments set forth in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable LawSection 3.02(e). For the purposes of this Agreement, “Excluded Shares” means, collectively, (i) Shares and ADSs beneficially owned (as determined pursuant to Rule 13d-3 under the term “Person” means Exchange Act) by Parent or any individual, corporation wholly-owned Subsidiary of Parent (including not-for-profitMerger Sub) immediately prior to the Effective Time including, for the avoidance of doubt, each Rollover Share to be contributed to Parent by the Rollover Shareholders in accordance with the Rollover Agreement and each Additional Rollover Share (if any) to be contributed to Parent by any Rollover Shareholders in accordance with the Additional Rollover Agreements (if any), general and (ii) Shares (“Dissenting Shares”) owned by holders of Shares who have validly exercised and not effectively withdrawn or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity lost their appraisal rights pursuant to Section 238 of any kind or naturethe Cayman Companies Law (“Dissenting Shareholders”).

Merger Consideration. After Each share of Xten common stock ("Xten Common Stock") issued and outstanding immediately prior to the Effective TimeTime (other than Dissenting Shares, and upon delivery to the Exchange Agent of instructions authorizing transfer and cancellation of Book-Entry Interests as defined in accordance with Section 2.1(b)2.11) will, the terms of the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book-Entry Interests shall be entitled to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder, (i) the number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion virtue of the Merger Consideration and without any action on the part of the holder thereof, be converted into two shares of Broad Scope Common Stock (as defined in Section 5.3). All certificates representing the shares of Broad Scope Common Stock issued and paid and the cash portion on effectiveness of the Merger Consideration paid in accordance will be endorsed with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares following legend pursuant to Section 2.1(e)) shall the Securities Act in order to reflect the fact that the shares of Broad Scope Common Stock will be deemed issued to have been issued and paid in full satisfaction the shareholders of all rights pertaining Xten pursuant to such Yankees Shares. In exemptions or safe harbors from the event registration requirements of a transfer the Securities Act: For holders of ownership of any Yankees Shares that is not registered Xten Common Stock resident in the transfer records of YankeesUnited States: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange AgentAND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION D OF THE ACT OR PURSUANT TO THE SAFE HARBOR FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, in any casePURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paidOR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable LawHEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT". For holders of Xten Common Stock resident outside the purposes of this AgreementUnited States: "THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, the term “Person” means any individualAS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, corporation OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (including not-for-profit)AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, general or limited partnershipPURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, limited liability companyOR PURSUANT TO AN AVAILABLE EXEMPTION FROM, joint ventureOR IN A TRANSACTION NOT SUBJECT TO, estateTHE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, trust, association, organization, Governmental Entity or other entity of any kind or natureHEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT."

Merger Consideration. After On the Closing Date, Purchaser shall pay or cause to be paid by wire transfer of immediately available funds (without any withholding or deduction of any kind except as otherwise provided for in this Agreement) the Closing Merger Consideration as follows: (i) to the payment of all Indebtedness and Transaction Expenses (to the extent not paid by the Company and/or its Affiliates prior to the Closing) set forth in the Estimated Closing Statement; (ii) to the Stockholders’ Representative, for the benefit of the Participating Holders, by wire transfer of immediately available funds to the account designated by the Stockholders’ Representative, an amount in cash equal to the Stockholders’ Representative Amount to be held and disbursed by the Stockholders’ Representative in accordance with this Agreement; and (iii) to the Stockholders’ Representative’s designee, for payment to each Participating Holder, an amount equal to the Closing Merger Consideration less the amounts paid under clause (i) and clause (ii) of this sentence; provided, however, that the portion of the Closing Merger Consideration payable to the Optionholders and the Warrantholders shall be netted against the Aggregate Exercise Price as provided in Section 4.4 or Section 4.5, as applicable. For the avoidance of doubt, the amount in cash actually payable by Purchaser at the Closing will not include the Aggregate Exercise Price included in the definition of Closing Merger Consideration. In addition, Purchaser shall pay or cause to be paid by wire transfer of immediately available funds from time-to-time to the Stockholders’ Representative’s designee, for payment to each Participating Holder, all other Merger Consideration earned and payable hereunder, such Merger Consideration to be paid to each Participating Holder based upon, in the case of Common Stock, the Per Share Amount with respect to such payment multiplied by the number of shares of Common Stock held of record by such Participating Holder immediately prior to the Effective Time (determined on a certificate by certificate basis) or based upon, the case of the Options and Warrants, the Per Share Amount with respect to such payment multiplied by the number of shares of Common Stock subject to each such Option or Warrant (as applicable) as of immediately prior to the Effective Time, and such Merger Consideration to be paid, within the time frames set forth in Section 3.4, all such payments to be conditional upon delivery by such Participating Holder to the Exchange Agent Stockholders’ Representative’s designee of instructions authorizing transfer and cancellation a completed Letter of Book-Entry Interests Transmittal (in accordance with Section 2.1(b), the terms of the Transmittal Letter and such other documents as may reasonably be required form mutually agreed upon by the Exchange Agent, the holder of such Book-Entry Interests shall be entitled to receive in exchange therefor, Purchaser and the Exchange Agent shall be required to deliver to each such holder, (iStockholders’ Representative) the number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms List of Section 1.6(a)(i) and this Section 2.1(c) upon conversion Participating Holders or any Updated List of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or natureParticipating Holders.

Merger Consideration. After As of the Effective Time, by virtue of the Merger and upon delivery without any further action on the part of any holder of Units or Phantom Units or any member of Merger Sub, (a) each Unit or Phantom Unit held by Buyer, Merger Sub, or by any member of the Company Group in treasury, not issued or outstanding or otherwise, shall be canceled and retired and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefore, (b) each other Unit or Phantom Unit issued and outstanding immediately prior to the Exchange Agent of instructions authorizing transfer Effective Time shall be converted into and cancellation of Book-Entry Interests represent the right, in accordance with Section 2.1(b), the terms full satisfaction of the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, rights of the holder of such Book-Entry Interests shall be entitled thereof, to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder, (i) the number of Braves Shares and an amount in cash equal to the amount that would be receivable in respect of such holder is entitled Unit or Phantom Unit pursuant to, and in accordance with the rights and obligations set forth in, the LLC Agreement and the Management Incentive Plan in a complete liquidation of the Company where the liquidation proceeds are equal to receive the Adjusted Merger Consideration less the Escrow Amount (the amount receivable in respect of a particular Unit or Phantom Unit pursuant to Section 1.6(a)(i) this clause (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holderi), that Unit or Phantom Unit’s “Allocable Closing Merger Consideration”), and (ii) any cash in lieu of fractional shares which to the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock extent applicable, a portion of the Merger Consideration issued and paid and the cash portion balance of the Merger Consideration paid Escrow Amount in accordance with Section 8.10, in each case after taking into account the cancellation of Units and Phantom Units pursuant to clause (a) of this Section 3.1 and determined in accordance with the terms of methodologies used in Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer 3.1 of the Book-Entry Interests are presented to the Exchange AgentDisclosure Schedule (which, in any caseby way of example, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion sets forth a calculation of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Allocable Closing Merger Consideration, at Braves’s optionincluding the amount payable to holders of the Preferred Phantom Units, which derive their value pursuant to the Management Incentive Plan based on the value of the Adjusted Merger Consideration, that would be payable if the Effective Time occurred on August 15, 2007 and the Adjusted Merger Consideration was equal to the Base Merger Consideration) and (c) each issued and outstanding limited liability company interest of Merger Sub shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, converted into and become one fully paid and nonassessable limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity company interest of any kind or naturethe Surviving Company.

Merger Consideration. After the Effective Time, and upon delivery Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquisition, together with a letter of instructions authorizing transfer and cancellation of Book-Entry Interests in accordance with Section 2.1(b)transmittal, the terms of the Transmittal Letter duly executed, and such other customary documents as may reasonably be required by pursuant to such instructions (collectively, the Exchange Agent"Transmittal Documents"), the holder of such Book-Entry Interests Certificate shall be entitled to receive in exchange therefortherefor the Merger Consideration for each share of Common Stock formerly represented by such Certificate, without any interest thereon, less any required withholding of taxes, and the Exchange Agent Certificate so surrendered shall thereupon be required to deliver to each such holder, (i) the number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Sharescanceled. In the event of a transfer of ownership of any Yankees Shares that shares of Common Stock which is not registered in the transfer records of Yankeesthe Company, the proper number of Braves Shares and the proper amount in cash Merger Consideration may be transferred by issued and paid in accordance with this Article III to the Exchange Agent to transferee of such a transferee shares if written instructions authorizing the transfer Certificate evidencing such shares of the Book-Entry Interests are Common Stock is presented to the Exchange Agent, Agent and is properly endorsed or otherwise in proper form for transfer. The signature on the Certificate or any case, accompanied by all documents required to evidence related stock power must be properly guaranteed and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion the person requesting payment of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall must either pay any transfer or other similar Taxes taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person person other than the registered holder of any Book-Entry Interests, the Certificate so surrendered or shall establish to the satisfaction of Braves or the Exchange Agent Surviving Corporation that such Tax tax has been paid or is not applicable. The Braves Shares constituting Merger Consideration will be delivered by the stock portion Exchange Agent as promptly as practicable following surrender of a Certificate and the Merger Consideration, at Braves’s option, shall related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in uncertificated connection with the book-entry formdelivery of securities. No interest will be payable on such Merger Consideration. Until surrendered in accordance with this Section 3.02, unless a physical certificate is otherwise required under applicable Law. For each Certificate shall be deemed at any time after the purposes of this AgreementEffective Time to evidence only the right to receive, upon such surrender, the term “Person” means Merger Consideration for each share of Common Stock formerly represented by such Certificate. The Exchange Fund shall not be used for any individualpurpose other than as set forth in this Article III. Any interest, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity dividends or other entity income earned on the investment of any kind or naturecash held in the Exchange Fund shall be for the account of the Surviving Corporation.

Merger Consideration. After Subject to the provisions of -------------------- this Agreement and any applicable backup or other withholding requirements, each of the issued and outstanding shares ("BIG STUFF SHARES") of common stock, no par value per share, of Big Stuff ("BIG STUFF COMMON STOCK") as of the Effective Time shall be converted into the right to receive, and there shall be paid and issued as hereinafter provided, in exchange for the Big Stuff Shares, 415.584 shares (the "EXCHANGE RATIO") of Parent Common Stock, par value $.0001 per share ("PARENT COMMON STOCK"), plus cash in lieu of any fractional share as hereinafter provided (the "MERGER CONSIDERATION"). No fractional shares of Parent Common Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights as a shareholder of Parent. In lieu thereof, any Person who would otherwise be entitled to a fractional share of Parent Common Stock pursuant to the provisions hereof shall receive an amount in cash equal to the value of such fractional share. The value of such fractional share for purposes hereof shall be the product of such fraction multiplied by Five and 50/100 Dollars ($5.50). Each share of Big Stuff Common Stock held in the treasury of Big Stuff or by a wholly-owned subsidiary of Big Stuff shall be cancelled as of the Effective Time and no Merger Consideration shall be payable with respect thereto. From and after the Effective Time, and upon delivery there shall be no further transfers on the stock transfer books of Web of any of the Web Shares outstanding prior to the Exchange Agent of instructions authorizing transfer and cancellation of Book-Entry Interests in accordance with Section 2.1(b), the terms of the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book-Entry Interests shall be entitled to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder, (i) the number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e)Effective Time. The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented Subject to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes provisions of this Agreement, at the term “Person” means Effective Time, all the shares of Acquisition Subsidiary common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any individualaction on the part of the holder thereof, corporation into one share of the common stock of the Surviving Corporation (including not-for-profitthe "SURVIVING CORPORATION COMMON STOCK"), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity which one share of any kind or naturethe Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation.

Merger Consideration. After the Effective Time, and upon delivery (a) Subject to the Exchange Agent last sentence of instructions authorizing transfer and cancellation of Book-Entry Interests this Section 2.5(a), each Security Holder may elect (an “Election”), in accordance with Section 2.1(b2.5(b), the terms that a portion of the Transmittal Letter Closing Merger Consideration payable to such Security Holder will be paid in a combination of (i) common units in SCOLP (the “Common OP Units”) and/or (ii) units of a new series of preferred units in SCOLP (the “Preferred OP Units” and, together with the Common OP Units, the “SCOLP Units”); provided that the portion of the Closing Merger Consideration payable in (A) SCOLP Units shall not exceed 15% of the Estimated Purchase Price and such other documents as may reasonably be required (B) Preferred OP Units shall not exceed $75,000,000 in value. If Elections made by the Exchange AgentSecurity Holders exceed the limitations set forth in the preceding sentence, such Elections shall be subject to cutback in a manner reasonably determined by the Company. Parent is a REIT and is the general partner of SCOLP. To the extent that a Security Holder elects SCOLP Units (each, an “Electing Security Holder”), and subject to satisfaction of the conditions for issuance described in Section 2.5(b), Parent shall cause SCOLP to issue such SCOLP Units in accordance with this Agreement. In electing a portion of the Closing Merger Consideration in SCOLP Units, the holder applicable Electing Security Holder shall elect such portion that is capable of being divided equally on a per unit basis by the number of Outstanding Class A Units to avoid the issuance of any fractional SCOLP Units. The remaining balance of the Closing Merger Consideration payable to such Electing Security Holder shall be paid in cash. Section 2.5(a) of the Company Disclosure Schedules lists certain Security Holders that have irrevocably elected whether or not to make the Election and the portion of such Book-Entry Interests shall be entitled Security Holder’s share of the Closing Merger Consideration that each has elected to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder, (i) the number form of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or natureCommon OP Units and/or Preferred OP Units.

Merger Consideration. After Subject to the provisions of this Restated Agreement and any applicable backup or other withholding requirements, each of the issued and outstanding shares ("WEB SHARES") of common stock, no par value per share, of Web ("WEB COMMON STOCK") as of the Effective Time shall be converted into the right to receive, and there shall be paid and issued as hereinafter provided, in exchange for the Web Shares, 309.0909 shares (the "EXCHANGE RATIO") of Parent Common Stock, par value $.0001 per share ("PARENT COMMON STOCK"), plus cash in lieu of any fractional share as hereinafter provided (the "MERGER CONSIDERATION"). The Exchange Ratio is calculated based on the assumption that all outstanding options and warrants to purchase Web Common Stock will be exercised effective on or before the Closing Date. If any of such options or warrants are not so exercised, the Exchange Ratio shall be increased to reflect the actual number of shares of Web Common Stock issued and outstanding as of the Closing Date; PROVIDED, HOWEVER, that Parent shall have no obligation with respect to any such unexercised options and warrants. No fractional shares of Parent Common Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights as a shareholder of Parent. In lieu thereof, any Person who would otherwise be entitled to a fractional share of Parent Common Stock pursuant to the provisions hereof shall receive an amount in cash equal to the value of such fractional share. The value of such fractional share for purposes hereof shall be the product of such fraction multiplied by Five and 50/100 Dollars ($5.50). Each share of Web Common Stock held in the treasury of Web or by a wholly-owned subsidiary of Web shall be cancelled as of the Effective Time and no Merger Consideration shall be payable with respect thereto. From and after the Effective Time, and upon delivery there shall be no further transfers on the stock transfer books of Web of any of the Web Shares outstanding prior to the Exchange Agent Effective Time. Subject to the provisions of instructions authorizing transfer and cancellation this Restated Agreement, at the Effective Time, all the shares of Book-Entry Interests in accordance with Section 2.1(b), Acquisition Subsidiary common stock outstanding immediately prior to the terms of the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book-Entry Interests Merger shall be entitled to receive in exchange thereforconverted, and the Exchange Agent shall be required to deliver to each such holder, (i) the number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion virtue of the Merger Consideration and without any action on the part of the holder thereof, into one share of the common stock of the Surviving Corporation (the "SURVIVING CORPORATION COMMON STOCK"), which one share of the Surviving Corporation Common Stock shall constitute all of the issued and paid and the cash portion outstanding capital stock of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or natureSurviving Corporation.

Merger Consideration. After At the Effective Time, each Share issued and upon delivery outstanding immediately prior to the Effective Time will be canceled and converted automatically into the right to receive an amount in cash equal to the Offer Price, without interest thereon (the “Merger Consideration”) and subject to any required withholding taxes, other than (i) Shares held in the treasury of Santarus or owned by Salix, Purchaser or any wholly owned subsidiary of Salix or Santarus, which Shares will be canceled and will cease to exist and no payment will be made with respect thereto, and (ii) Shares held by any person who is entitled to demand and who properly demands appraisal of such Shares pursuant to Section 262 of the DGCL. Exchange Procedures. Salix will cause Intermediary to deposit with Computershare Trust Company, N.A. (in such capacity, the “Paying Agent”) the amount of cash necessary to pay for the Shares converted into the right to receive the Merger Consideration. Promptly (and in any event within three business days) after the Effective Time, Salix and the Surviving Corporation will cause the Paying Agent to mail to each holder of record whose Shares were converted into the right to receive the Merger Consideration the Letter of Transmittal and instructions for use in such exchange. Upon surrender to the Paying Agent of instructions authorizing transfer a certificate theretofore representing Shares for cancellation, together with a duly completed and cancellation validly executed Letter of BookTransmittal or, in the case of book-Entry Interests in accordance with Section 2.1(b)entry shares, upon receipt of an Agent’s Message by the terms of the Transmittal Letter and Paying Agent (or such other documents evidence of transfer as the Paying Agent may reasonably be required by the Exchange Agentrequest), the holder of such Book-Entry Interests shall be entitled to Shares will receive the Merger Consideration payable in exchange thereforrespect thereof. Until so surrendered or transferred, and as the Exchange Agent shall be required to deliver to case may be, each such holder, (i) certificate or book-entry Share will represent after the number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account Effective Time for all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has purposes only the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

Merger Consideration. After As set forth in the Contingent Escrow Agreement, immediately after the Effective Time, and upon delivery Parent shall deposit with Bank One, Colorado, N.A. (the "Exchange Agent") (i) the Cash Payment less the Escrow Amount, (ii) certificates representing $500,000 in value of Parent Common Stock to be issued to the Exchange Agent Principal Stockholders, less cash payments for fractional shares, and (iii) cash sufficient to make payments in lieu of instructions authorizing transfer and cancellation of Book-Entry Interests fractional shares in accordance with Section 2.1(b)2.11. All of the cash and shares of Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to the shares so deposited, are referred to collectively as the Exchange Fund. As soon as practicable after the Effective Time, the terms Exchange Agent will mail to the registered holders of Company Stock Certificates (i) a Transmittal Letter, (ii) and instructions for use in effecting the Transmittal surrender of Company Stock Certificates in exchange for any cash payments and, if applicable, certificates representing shares of Parent Common Stock all in accordance with this Section 2.05. Upon surrender of a Company Stock Certificate to the Exchange Agent, together with a duly executed Letter of Transmittal, and such other documents as may reasonably be required by the Exchange AgentAgent or Parent, (A) the holder of such Book-Entry Interests Company Stock Certificate shall be entitled to receive in exchange therefortherefor cash and, and the Exchange Agent shall be required to deliver to each such holderif applicable, (i) a certificate representing the number of Braves Shares and an amount in cash shares of Parent Common Stock, that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to this Section 2.1(e). The Book-Entry Interests that are 2.05, and (B) the subject of such authorization Company Stock Certificate so surrendered shall forthwith be cancelled. No interest marked "canceled." Until so surrendered, each outstanding Company Stock Certificate will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of deemed for all corporate purposes, to evidence only the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares right to receive payment pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Sharesthis Article II. In exchange for the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of YankeesCompany Stock Certificates, the proper number Stockholders, excluding holders of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s optionDissenting Shares, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For entitled to receive the purposes of this Agreementfollowing consideration (collectively, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature."Merger Consideration"):

Merger Consideration. After the Effective Time, and upon delivery to the Exchange Escrow Agent of instructions authorizing transfer and cancellation of Book-Entry Interests in accordance with Section 2.1(b), the terms of the Merger Transmittal Letter and such other documents as may reasonably be required by the Exchange Escrow Agent, the holder of such Book-Entry Interests shall be entitled to receive in exchange therefor, and the Exchange Escrow Agent shall be required to deliver to each such holderholder (subject to Section 2.9(f)), (i) the number of Braves Holdco Shares and an amount in cash respect of the aggregate Merger Consideration that such holder is entitled to receive pursuant to Section 1.6(a)(i) 2.7 (after taking into account all Yankees NYSE Euronext Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e2.9(d) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.9(c). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Consideration Holdco Shares issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c2.9(b) upon conversion of any Yankees NYSE Euronext Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e2.09(d)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees NYSE Euronext Shares. In the event of a transfer of ownership of any Yankees NYSE Euronext Shares that is not registered in the transfer records of YankeesNYSE Euronext, the proper number of Braves Holdco Shares and the proper amount in cash may be transferred by the Exchange Escrow Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Escrow Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is Holdco Shares are to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Holdco Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves Holdco or the Exchange Escrow Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.limited

Merger Consideration. After Each share of Common Stock (as defined below) issued and outstanding immediately prior to the Effective Time (each such share, a “Share”) (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time and Shares owned by the Company, including Shares held in treasury by the Company or owned by any direct or indirect wholly-owned subsidiary of the Company, and in each case not held on behalf of third parties (collectively, the “Cancelled Shares”) and (ii) the Dissenting Shares (as defined below)) shall be converted automatically into and shall thereafter represent the right to receive $42.00 per Share in cash, without interest and subject to any applicable withholding Taxes as provided in Section 2.3(e) (the “Per Share Merger Consideration”), upon the surrender of any non-certificated shares represented by a book-entry (each, a “Book-Entry Share”) in the manner provided in this Article II. At the Effective Time, all of the Shares that have been converted into a right to receive the Per Share Merger Consideration (other than Cancelled Shares and upon delivery Dissenting Shares) as provided in this Section 2.1(a) shall no longer be outstanding and shall be cancelled and extinguished automatically and shall cease to the Exchange Agent exist. Each former holder of instructions authorizing transfer and cancellation of a Book-Entry Interests Share that was outstanding immediately prior to the Effective Time will cease to have any rights with respect to such Share, except for the right to receive the Per Share Merger Consideration, without interest and subject to applicable withholding Taxes, to be paid in accordance with Section 2.1(b), the terms of the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, the holder consideration therefor upon surrender of such Book-Entry Interests shall be entitled to receive Shares in exchange therefor, and accordance with this Article II. Any Per Share Merger Consideration paid upon the Exchange Agent shall be required to deliver to each such holder, (i) the number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation surrender of any Book-Entry Interests. The stock portion of the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) Share shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented Share and the respective non-certificated Share formerly represented thereby. As provided in Section 2.3(e), the right of any holder of a Share to receive the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Per Share Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that subject to and reduced by the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder amount of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required withholding under applicable tax Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

Merger Consideration. After (a) Notwithstanding anything contained in this Agreement or the Effective TimeWarrant Certificates to the contrary, in connection with the merger of General Merger Sub 2, Inc. (“Merger Sub 2”), a wholly-owned subsidiary of Media General, Inc. (“General”), with and into the Company pursuant to that certain Agreement and Plan of Merger, dated June 5, 2013, by and among the Company, General, General Merger Sub 1, Inc., a wholly owned subsidiary of General, Merger Sub 2, and upon delivery General Merger Sub 3, LLC, a wholly owned subsidiary of General (the “Merger Agreement”), all Lender Warrants issued and outstanding as of immediately prior to the Exchange Agent of instructions authorizing transfer Combination Merger Effective Time (as such term is defined in the Merger Agreement) shall be automatically cancelled and cancellation of Book-Entry Interests exchanged (the “Merger Exchange”) in accordance with Section 2.1(bthe Combination Merger (as such term is defined in the Merger Agreement), the terms without any payment of the Transmittal Letter and such other documents as may reasonably be required by the Exchange AgentExercise Price, the holder of such Book-Entry Interests shall be entitled to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder, (i) the number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has for the right to receive (upon completion by the Holder of such Lender Warrants of a duly executed and properly completed Letter of Transmittal (as such terms defined in the Merger Agreement) pursuant to Section 2.1(e). The Book-Entry Interests that are the Merger Agreement, and subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer to the other terms and cancellation of any Book-Entry Interests. The stock portion conditions of the Merger Consideration Agreement) an aggregate number of fully paid, validly issued and paid and nonassessable shares of General Voting Common Stock (as such term is defined in the cash portion Merger Agreement) equal to the number of shares of Common Stock that would be received upon exercise of the Lender Warrants multiplied by the Exchange Ratio (as defined in the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) Agreement); and this Section 2.1(c) upon conversion of any Yankees Shares (including any provided, further, that cash shall be paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion 1.7 of the Merger Consideration Agreement; provided, that the Holder may elect to receive shares of General Non-Voting Common Stock (as such term is to be defined in the Merger Agreement) in lieu of shares of General Voting Common Stock upon the terms set forth in the Merger Agreement by so indicating in such Holder’s Letter of Transmittal delivered to a Person other than General prior to the holder Closing (as such term is defined in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

Merger Consideration. After the Omnicom Effective Time, and upon delivery to the Exchange Escrow Agent of (i) in the case of shares of Omnicom Common Stock represented by an Omnicom Certificate, such Omnicom Certificate or (ii) in the case of shares of Omnicom Common Stock represented by Book-Entry Interests, instructions authorizing transfer and cancellation of Book-Entry Interests Interests, in accordance with Section 2.1(b)each case, together with, the terms of the Omnicom Merger Transmittal Letter Letter, duly executed and in proper form, with respect to such Omnicom Certificate or Book-Entry Interests and such other documents as may reasonably be required by the Exchange Escrow Agent, the holder of such Omnicom Certificates or Book-Entry Interests Interests, as applicable, shall be entitled to receive in exchange therefor, and the Exchange Escrow Agent shall be required to deliver to each such holderholder (subject to Section 1.10(e)), (ix) the number of Braves Holdco Shares and an amount in cash respect of the aggregate Omnicom Merger Consideration that such holder is entitled to receive pursuant to Section 1.6(a)(i) 1.7 (after taking into account all Yankees Shares shares of Omnicom Common Stock then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (iiy) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e1.10(d) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 1.10(c). The Omnicom Certificates so delivered and Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Omnicom Certificates or Book-Entry Interests. The stock portion of the Merger Consideration Holdco Shares issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) 1.10 upon conversion of any Yankees Shares shares of Omnicom Common Stock (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e1.10(d)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.rights

Merger Consideration. After Subject to the provisions of this Restated Agreement and any applicable backup or other withholding requirements, each of the issued and outstanding shares ("BIG STUFF SHARES") of common stock, no par value per share, of Big Stuff ("BIG STUFF COMMON STOCK") as of the Effective Time shall be converted into the right to receive, and there shall be paid and issued as hereinafter provided, in exchange for the Big Stuff Shares, 415.584 shares (the "EXCHANGE RATIO") of Parent Common Stock, par value $.0001 per share ("PARENT COMMON STOCK"), plus cash in lieu of any fractional share as hereinafter provided (the "MERGER CONSIDERATION"). No fractional shares of Parent Common Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights as a shareholder of Parent. In lieu thereof, any Person who would otherwise be entitled to a fractional share of Parent Common Stock pursuant to the provisions hereof shall receive an amount in cash equal to the value of such fractional share. The value of such fractional share for purposes hereof shall be the product of such fraction multiplied by Five and 50/100 Dollars ($5.50). Each share of Big Stuff Common Stock held in the treasury of Big Stuff or by a wholly-owned subsidiary of Big Stuff shall be cancelled as of the Effective Time and no Merger Consideration shall be payable with respect thereto. From and after the Effective Time, and upon delivery there shall be no further transfers on the stock transfer books of Big Stuff of any of the Big Stuff Shares outstanding prior to the Exchange Agent Effective Time. Subject to the provisions of instructions authorizing transfer and cancellation this Restated Agreement, at the Effective Time, all the shares of Book-Entry Interests in accordance with Section 2.1(b), Acquisition Subsidiary common stock outstanding immediately prior to the terms of the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book-Entry Interests Merger shall be entitled to receive in exchange thereforconverted, and the Exchange Agent shall be required to deliver to each such holder, (i) the number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion virtue of the Merger Consideration and without any action on the part of the holder thereof, into one share of the common stock of the Surviving Corporation (the "SURVIVING CORPORATION COMMON STOCK"), which one share of the Surviving Corporation Common Stock shall constitute all of the issued and paid and the cash portion outstanding capital stock of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or natureSurviving Corporation.

Merger Consideration. After (a) At the Effective TimeDate, subject to the terms and conditions set forth in this Agreement, including without limitation thereto the conditions to Closing set forth in Article X hereof, each issued and outstanding share of Scalable Software New Common Stock shall automatically be canceled and extinguished and converted, without any action on the part of the holders thereof, into the right to receive, subject to the terms and conditions of the Escrow Agreement and upon delivery the surrender of the certificate evidencing such share, a fraction of a fully paid nonassessable share of issued and outstanding NEON Systems Common Stock equal to the Exchange Agent Ratio, which shall be appropriately adjusted for any recapitalizations, stock combinations, stock dividends, stock splits and the like that are effected with respect to the Scalable Software New Common Stock or the NEON Systems Common Stock after the date of instructions authorizing transfer this Agreement and cancellation prior to the Effective Date. The shares of Book-Entry Interests NEON Systems Common Stock to be issued in accordance connection with Section 2.1(b), the terms Merger are hereinafter referred to as the "NEON Systems Shares" or the "Merger Consideration." No fractional NEON Systems Shares shall be issued in the Merger. To the extent the application of the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, the Ratio would result in a fractional number of NEON Systems Shares being issued to a holder of such Book-Entry Interests shall be entitled to receive Scalable Software New Common Stock in exchange thereforthe Merger, and the Exchange Agent shall be required to deliver to each such holder, (i) the number of Braves NEON Systems Shares and an amount issuable in cash that such the Merger shall be rounded down to the next whole number. For purposes of determining whether a fractional share otherwise would be issuable, the total number of NEON Systems Shares issuable to any former holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and of Scalable Software New Common Stock shall be determined on the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion basis of the Merger Consideration issued and paid and the cash portion total number of the Merger Consideration paid in accordance with the terms shares of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not Scalable Software New Common Stock which were registered in the transfer records name of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred that holder if represented by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable more than one stock transfer Taxes have been paidcertificate. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion Payment of the Merger Consideration to a Person other than the registered holder all stockholders of any Book-Entry InterestsScalable Software shall be made as set forth in Section 2.2(b); provided, or shall establish to the satisfaction of Braves or the Exchange Agent however, that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion 10% of the Merger Consideration, at Braves’s option, shall whole NEON Systems Shares will be placed in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For escrow pursuant the purposes of this Escrow Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

Merger Consideration. After Subject to the provisions of this Agreement, at the Effective Time, each issued and upon delivery outstanding Series A Common Share of ATS (the "ATS Common Stock"; shares of ATS Common Stock to be converted in the Merger are referred to as the "ATS Shares") shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, and there shall be paid and issued as hereinafter provided in exchange for the ATS Shares, 1,000 shares of the Common Stock of the Acquirer ("Acquirer Stock") for each ATS Share (the "Merger Consideration"), for an Exchange Ratio of 1,000-for-1 (Acquirer:ATS). No fractional shares of the Acquirer Stock shall be issued pursuant to the Exchange Agent Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of instructions authorizing transfer and cancellation of Book-Entry Interests in accordance with Section 2.1(b), the terms a shareholder of the Transmittal Letter and such other documents as may reasonably be required by the Exchange AgentAcquirer. In lieu thereof, the holder of such Book-Entry Interests shall any person who would otherwise be entitled to a fractional share of the Acquirer Stock pursuant to the provisions hereof shall receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder, (i) the number of Braves Shares and an amount in cash that equal to the value of such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e)share. The Book-Entry Interests that are the subject value of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) share shall be deemed the product of such fraction (rounded down to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event nearest hundredth of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred share) multiplied by the Exchange Agent to such a transferee if written instructions authorizing the transfer Share Value of the Book-Entry Interests are presented $1.00 for each share of Acquirer Stock. Subject to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes provisions of this Agreement, at the term “Person” means Effective Time, each share of Acquisition Sub common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any individualaction on the part of the holder thereof, corporation into one share of the common stock of the Surviving Corporation (including not-for-profitthe "Surviving Corporation Common Stock"), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity which shares of any kind or naturethe Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation.