Common use of Treatment of Company Capital Stock Clause in Contracts

Treatment of Company Capital Stock. Subject to the limitations of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Stockholders, each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined below) and the shares described in Section 2.1(b)(ii) below) (the “Outstanding Capital Stock”) shall be cancelled and extinguished and automatically converted into the right to receive (without interest and less any applicable Tax withholding): an amount equal to the product of (A) if such share is Series A Preferred Stock, one thousand (1,000) or, if such share is Company Common Stock, one (1), multiplied by (B) the Deemed Per Share Closing Consideration, plus each Per Share Contingent Payment, if any, subject to Section 2.4, in each case in cash and as set forth on the Spreadsheet; provided that for each share of Outstanding Capital Stock held or beneficially owned by a Principal Stockholder and any other Stockholder executing and delivering to the Parent an irrevocable stock/cash election in the form attached hereto as Exhibit D (the “Stock/Cash Election”) prior to the Closing the Deemed Per Share Closing Consideration shall be payable in the form of: (x) cash in an amount equal to such Stockholder’s pro rata portion (relative to all Stockholders who make Stock/Cash Elections) of the Base Cash Consideration remaining after payment of the applicable portion of the Base Cash Consideration to the Stockholders who do not make a Stock/Cash Election, to the holders of Units pursuant to Section 2.1(b) of this Agreement and to satisfy the Termination Payment obligation with respect to the Closing Merger Consideration and (y) shares of Parent Common Stock, valued for such purposes at the Parent Common Stock Price, in an amount equal to the difference between the Deemed Per Share Closing Consideration and the amount payable in cash, as set forth on the Spreadsheet. At the Effective Time, all such shares of Company Capital Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented Outstanding Capital Stock (the “Certificates”) shall cease to have any rights with respect thereto, except the right to receive the applicable portion of the Merger Consideration.

Treatment of Company Capital Stock. Subject (i) On the terms and subject to the limitations conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Stockholdersholder of any shares of the Company Preferred Stock, each share of Company Capital Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares excluding (as defined belowA) shares of Company Capital Stock referenced in Section 1.6(b)(iii) and the shares described in Section 2.1(b)(ii(B) below) (the “Outstanding Capital Stock”any Dissenting Shares) shall be cancelled and extinguished and shall be converted automatically converted into the right to receive an amount of cash (without interest and less any applicable Tax withholding): an amount interest) equal to the product Per Share Preferred Amount. For purposes of calculating the aggregate amount of cash payable to each Effective Time Company Stockholder pursuant to this Section 1.6(b)(i), all shares of Company Preferred Stock that are held by each such Effective Time Company Stockholder shall be aggregated and the amount of cash payable to each such Effective Time Company Stockholder shall be rounded down to the nearest whole cent. (Aii) if such share is Series A Preferred StockOn the terms and subject to the conditions of this Agreement, one thousand (1,000) orat the Effective Time, if such share is without any action on the part of Parent, Merger Sub, the Company or the holder of any shares of the Company Common Stock, one each outstanding share of Company Common Stock issued and outstanding at the Effective Time (1), multiplied by excluding (A) shares of Company Capital Stock referenced in Section 1.6(b)(iii) and (B) the Deemed Per Share Closing Consideration, plus each Per Share Contingent Payment, if any, subject to Section 2.4, in each case in cash and as set forth on the Spreadsheet; provided that for each share of Outstanding Capital Stock held or beneficially owned by a Principal Stockholder and any other Stockholder executing and delivering to the Parent an irrevocable stock/cash election in the form attached hereto as Exhibit D (the “Stock/Cash Election”Dissenting Shares) prior to the Closing the Deemed Per Share Closing Consideration shall be payable in cancelled and extinguished and shall be converted automatically into the form of: (x) cash in right to receive an amount equal to such Stockholder’s pro rata portion of cash (relative to all Stockholders who make Stock/Cash Electionswithout interest) of the Base Cash Consideration remaining after payment of the applicable portion of the Base Cash Consideration to the Stockholders who do not make a Stock/Cash Election, to the holders of Units pursuant to Section 2.1(b) of this Agreement and to satisfy the Termination Payment obligation with respect to the Closing Merger Consideration and (y) shares of Parent Common Stock, valued for such purposes at the Parent Common Stock Price, in an amount equal to the difference between the Deemed Per Share Closing Consideration Common Amount. For purposes of calculating the aggregate amount of cash payable to each Effective Time Company Stockholder pursuant to this Section 1.6(b)(ii), all shares of Company Common Stock that are held by each such Effective Time Company Stockholder shall be aggregated and the amount of cash payable in cashto each such Effective Time Company Stockholder shall be rounded down to the nearest whole cent. (iii) On the terms and subject to the conditions of this Agreement, as set forth on the Spreadsheet. At at the Effective Time, all without any action on the part of Parent, Parent Americas, Merger Sub, the Company or the holder of any shares of the Company Capital Stock, each share of Company Capital Stock that is owned by Parent, Parent Americas, Merger Sub, the Company or any other Subsidiary of Parent or the Company immediately prior to the Effective Time shall be automatically canceled and extinguished without any conversion thereof or payment of any consideration to the holder thereof in exchange therefor. (iv) Notwithstanding anything to the contrary in this Agreement, any shares of Company Capital Stock that are held by an Effective Time Company Stockholder who has demanded and perfected appraisal or dissenters’ rights for such shares in accordance with applicable Law and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters’ rights (“Dissenting Shares”) shall not be converted into or represent a right to receive the applicable consideration for Company Capital Stock contemplated by this Section 1.6 and in lieu thereof, any such Effective Time Company Stockholder shall only be entitled to such rights as are granted by applicable Law. Notwithstanding the foregoing, if any Effective Time Company Stockholder who has demanded appraisal of shares of Company Capital Stock under applicable Law shall effectively withdraw or lose (through failure to perfect or otherwise) the right to such appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such Effective Time Company Stockholder’s shares of Company Capital Stock shall no longer be outstanding and shall automatically be cancelled converted into and retired and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented Outstanding Capital Stock (the “Certificates”) shall cease to have any rights with respect thereto, except represent only the right to receive the applicable portion consideration for Company Capital Stock contemplated by this Section 1.6, without interest thereon, upon surrender to the Company of the certificate or certificates representing such shares in accordance with Section 1.7. The Company shall give Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stock, withdrawals of such demands and any other instruments relating to the Merger Considerationserved pursuant to applicable Law and received by the Company relating to appraisal or dissenters rights and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal or dissenters’ rights under applicable Law. The Company shall not, except with the prior written consent of Parent or as may be required under applicable Law, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demands.

Treatment of Company Capital Stock. Subject to the limitations of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Stockholders, each (A) Each share of Company Capital Stock issued and outstanding Stock, including any Unvested Company Shares, held by a Converting Holder immediately prior to the Effective Time (other than Dissenting Shares (and shares that are owned by the Company as defined below) and the shares described in Section 2.1(b)(ii) below) (the “Outstanding Capital Stock”treasury stock) shall be cancelled and extinguished and automatically converted into the right to receive (without interest receive, subject to and less any applicable Tax withholding): in accordance with Section 1.3(a)(i)(B), Section 1.4, the terms of a Vesting Agreement to which such Converting Holder is a party and the execution and delivery to Acquirer of a Stockholder Agreement and, if an amount Accredited Investor, an Investor Representation Agreement, a number of shares of Acquirer Common Stock equal to the product of (A) if such share is Series A Preferred StockPer Share Consideration; provided, one thousand (1,000) orhowever, if such share a Converting Holder is Company Common Stocknot an Accredited Investor, one (1), ) such Converting Holder shall instead receive cash equal to the Per Share Consideration multiplied by the Acquirer Stock Price and (B2) the Deemed Per Share Closing Considerationall other terms of this Agreement that would have otherwise applied to such Acquirer Common Stock shall apply mutatis mutandis to such cash, plus each Per Share Contingent Paymentincluding, but not limited to, Section 1.4(b) (Holdback Amount) and Article V (Holdback Fund and Indemnification); provided, further, that unless otherwise agreed in writing by Acquirer, if anya Converting Holder has not confirmed accreditation within 15 Business Days following the Closing pursuant to a duly executed and completed Investor Representation Agreement, subject such Converting Holder shall be deemed to Section 2.4, in each case in not be an Accredited Investor and shall only be entitled to receive cash and as set forth on the Spreadsheet; provided that for each share above. No fractional shares of Outstanding Capital Acquirer Common Stock held or beneficially owned by a Principal Stockholder will be issued and any other Stockholder executing and delivering to the Parent an irrevocable stock/no cash election in the form attached hereto as Exhibit D (the “Stock/Cash Election”) prior to the Closing the Deemed Per Share Closing Consideration lieu of fractional shares of Acquirer Common Stock shall be payable paid in connection with the form of: (x) cash in an amount equal Merger. The number of shares of Acquirer Common Stock each Company Stockholder is entitled to such Stockholder’s pro rata portion (relative to all Stockholders who make Stock/Cash Elections) of the Base Cash Consideration remaining after payment of the applicable portion of the Base Cash Consideration to the Stockholders who do not make a Stock/Cash Election, to the holders of Units receive pursuant to this Section 2.1(b1.3(a)(i) of this Agreement and to satisfy the Termination Payment obligation with respect to the Closing Merger Consideration and (y) shares of Parent Common Stock, valued for such purposes at the Parent Common Stock Price, in an amount equal to the difference between the Deemed Per Share Closing Consideration and the amount payable in cash, as set forth on the Spreadsheet. At the Effective Time, all such shares of Company Capital Stock shall no longer be rounded down to the nearest whole share and computed after aggregating all shares of Company Capital Stock held by such Company Stockholder. (B) The issuance of shares of Acquirer Common Stock pursuant to this Section 1.3(a)(i) in exchange for Unvested Company Shares issued and outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented Outstanding Capital Stock shall be subject to the same restrictions and vesting arrangements that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time (the “Certificates”) and no vesting acceleration shall cease to have any rights with respect thereto, except the right to receive the applicable portion occur by reason of the Merger Consideration.or any subsequent event, such as termination of employment), except and to the extent as may be specifically set forth in any Vesting Agreement or