Merging Corporation Common Stock. Each one share of common stock of the Merging Corporation issued (including, without limitation, shares held by the Merging Corporation) at the Effective Time shall, as of the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and exchanged for one share of the $0.01 par value common stock ("Common Stock") of the Surviving Corporation (the "Common Stock Exchange Ratio"). Any options, warrants or other equity rights to purchase or convert into common stock of the Merging Corporation that are outstanding as of the Effective Time shall be converted into options, warrants or other equity rights to purchase or convert into shares of Common Stock of the Surviving Corporation on identical terms and conditions as in effect immediately prior to the Effective Time and in proportion to the Common Stock Exchange Ratio.
Merging Corporation Common Stock. At the Effective Time, all outstanding shares of common stock of Merging Corporation (“Merging Corporation Common Stock”) that are issued and outstanding immediately prior to the Effective Time shall be converted into 5,045,000 validly issued, fully paid and nonassessable shares of common stock of Surviving Corporation on a proportionate basis.
Merging Corporation Common Stock. Each share of common stock, no par value, of the Merging Corporation issued and outstanding immediately prior to the Effective Time shall automatically be converted into one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation.
