Common use of Treatment of Company Common Stock Clause in Contracts

Treatment of Company Common Stock. Each share of the Company’s common stock, par value $0.01 per share (the “Company Common Stock” or “Company Common Shares”) issued and outstanding immediately prior to the First Merger Effective Time (other than Company Common Shares to be cancelled in accordance with Section 2.1(a)(iii)) shall automatically be converted, subject to the terms, conditions and procedures set forth in this Agreement, into the right to receive (i) the Per Share Common Stock Merger Consideration, (ii) the Per Share Common Cash Merger Consideration and (iii) the Per Share Adjustment Amount, if any, subject to adjustment as provided in Section 2.1(a)(v) (collectively, the “Per Common Share Merger Consideration”). From and after the First Merger Effective Time, all such Company Common Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Company Common Share shall cease to have any rights with respect thereto, except the right to receive the Per Common Share Merger Consideration therefor upon the surrender of such Company Common Share in accordance with Section 2.2, including the right to receive, pursuant to Section 2.6, cash in lieu of fractional shares of Parent Common Stock, if any, into which such shares of Company Common Stock have been converted pursuant to this Section 2.1(a)(i) (the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 2.2(f).

Treatment of Company Common Stock. Each share of the Company’s common stock, par value $0.01 per share (the “Company Common Stock” or “Company Common Shares”) Stock issued and outstanding immediately prior to the First Merger Effective Time (other than Company Common Shares to held by the Company, any wholly owned Company Subsidiary, Parent or any wholly owned Parent Subsidiary) shall be cancelled in accordance with Section 2.1(a)(iii)) shall and retired and automatically be converted, subject to the terms, conditions and procedures set forth in this Agreement, converted into the right to receive the following consideration (the “Merger Consideration”): (i) 0.235 (the Per Share “Exchange Ratio”) of a duly authorized, fully paid, non-assessable and validly issued share of Parent Common Stock Merger Consideration, (ii) the Per Share Common Cash Merger Consideration and (iii) the Per Share Adjustment Amount, if anyStock, subject to adjustment as provided in Section 2.1(a)(v2.1(c)(ii); plus (ii) the right to receive any Fractional Share Consideration pursuant to Section 2.6 without interest (collectivelytogether with the shares issuable under the foregoing subsection (i), the “Per Common Share Merger Stock Consideration”); plus (iii) an amount in cash equal to $2.00 without interest (the “Cash Consideration”), subject to adjustment as provided in Section 2.1(c)(i); provided, however, that each share of Company Common Stock issued and outstanding immediately prior to the Merger Effective Time that is held by the Company or any wholly owned Company Subsidiary or by Parent or any wholly owned Parent Subsidiary shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and no payment or other consideration shall be made with respect thereto. From and after the First Merger Effective Time, all such Company Common Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Company Common Share shall cease to have any rights with respect thereto, except the right to receive the Per Common Share Merger Consideration in exchange therefor upon the surrender of such Company Common Share in accordance with Section 2.2, including the right to receive, pursuant to Section 2.6, cash in lieu of fractional shares of Parent Common Stock, if any, into for which such shares of Company Common Stock have been converted the right to be exchanged pursuant to this Section 2.1(a)(i2.1(a) (the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 2.2(f2.2(e).

Treatment of Company Common Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any Company Common Stockholder, each share of the Company’s common stock, par value $0.01 per share (the “Company Common Stock” or “Company Common Shares”) Stock issued and outstanding immediately prior to the First Merger Effective Time (other than Company Common Shares (i) any shares to be cancelled pursuant to Section 3.2(b) and (ii) any Appraisal Shares (each share described in accordance with Section 2.1(a)(iiiclauses (i) and (ii), an “Excluded Share” and collectively, the “Excluded Shares”)) shall be cancelled and shall be converted automatically be converted, subject to the terms, conditions and procedures set forth in this Agreement, into the right to receive an amount in cash equal to $1.52 per share in cash, without interest (i) the Per Share “Common Stock Merger Consideration, (ii) the Per Share Common Cash Merger Consideration and (iii) the Per Share Adjustment Amount, if any, subject to adjustment as provided in Section 2.1(a)(v) (collectively, the “Per Common Share Merger Consideration”). From and after As of the First Merger Effective Time, all such shares of Company Common Shares Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of either a certificate representing any such shares of Company Common Share Stock (each, a “Certificate”) or non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive the Per Common Share Merger Consideration therefor upon the surrender of such Company Common Share in accordance with Section 2.2, including the right (other than any shares to receive, be cancelled pursuant to Section 2.63.2(b)), cash in lieu of fractional shares of Parent as the case may be, (A) the Common Stock, if any, into which Stock Merger Consideration payable with respect to such shares of Company Common Stock have been converted pursuant upon surrender of such Certificate or Book-Entry Shares in accordance with Section 3.3, without interest or (B) the payment referred to this in Section 2.1(a)(i) (3.7, in the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 2.2(f)case of each Appraisal Share.

Treatment of Company Common Stock. Each At the First Effective Time, by virtue of the First Merger and without any action on the part of the Parties or holders of any securities of the Company or of Purchaser, each share of the Company’s common stock, par value $0.01 per share (the “Company Common Stock” or “Company Common Shares”) Stock issued and outstanding immediately prior to the First Merger Effective Time (other than Company Common Excluded Shares to be cancelled in accordance with Section 2.1(a)(iii)and Dissenting Shares) shall automatically be converted, subject to the terms, conditions and procedures set forth in this Agreement, converted into (i) the right to receive (i) cash in an amount, without interest, equal to the Per Share Common Stock Merger Cash Consideration, subject to adjustment in accordance with and pursuant to Section 2.1(d), and (ii) the Per Share Common Cash Merger Consideration and right to receive 0.3098 (iii) the Per Share Adjustment Amount, if any, subject to adjustment as provided in Section 2.1(a)(v) (collectively2.1(g), the “Per Common Share Merger Initial Exchange Ratio” and as it may be further adjusted in accordance with and pursuant to Section 2.1(d), the “Adjusted Exchange Ratio”) validly issued, fully paid and nonassessable shares of Parent QVC Series A Stock (the “Stock Consideration”) (it being understood that if Purchaser or Parent changes the Offer pursuant to, and in compliance with, Section 1.1(c). From , then the Stock Consideration and after Cash Consideration that holders of shares of Company Common Stock will be entitled to receive pursuant to this Section 2.1(c) by virtue of the First Merger as a result of such change shall be adjusted accordingly). As of the First Effective TimeTime and upon the conversion thereof in accordance with this Section 2.1(c), all such shares of Company Common Shares Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Share Stock (a “Certificate”) or shares of Company Common Stock held in book-entry form (“Book-Entry Shares”) shall cease to have any rights with respect theretoto such shares of Company Common Stock, except except, in all cases, the right to receive the Per Common Share Merger Transaction Consideration therefor upon the surrender without any interest. The right of such Company Common Share in accordance with Section 2.2, including the right to receive, pursuant to Section 2.6, cash in lieu any holder of fractional shares of Parent Common Stock, if any, into which such shares any share of Company Common Stock have been converted pursuant to this Section 2.1(a)(i) (receive the “Fractional Share Consideration”), together with Cash Consideration shall be subject to and reduced by the amounts, if any, payable pursuant to Section 2.2(f)amount of any withholding that is required under applicable Tax Law.

Treatment of Company Common Stock. Each share At the First Effective Time, by virtue of the Company’s common stockFirst Merger and without any action on the part of the Parties or holders of any securities of the Company or of Purchaser, par value $0.01 per share (the “subject to Section 1.1(a) and any applicable withholding Tax, each Company Common Stock” or “Company Common Shares”) Share issued and outstanding immediately prior to the First Merger Effective Time (other than Company Common any Cancelled Shares to be cancelled in accordance with Section 2.1(a)(iii)and any Dissenting Shares) shall be automatically be converted, subject to the terms, conditions and procedures set forth in this Agreement, converted into the right to receive receive, at the election of the holder, (i) the Per Share Common Stock Merger Mixed Consideration, (ii) the Per Share Common Cash Merger Consideration and or (iii) the Per Share Adjustment Amount, if any, subject to adjustment as provided Stock Consideration (in Section 2.1(a)(v) (collectivelycase, the “Per Common Share Merger Consideration”), in each case subject to proration as set forth in Section 3.1(e) and the other provisions of this Article III. From and after the First Merger Effective Time, all such Company Common Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each applicable holder of a such Company Common Share Shares shall cease to have any rights with respect thereto, except the right to receive the Per Common Share applicable portion of Merger Consideration therefor upon the surrender of such Company Common Share Shares in accordance with Section 2.23.2, including the right to receive, pursuant to Section 2.63.6, cash in lieu of fractional shares of Parent Common Stock, if any, into which such shares of Company Common Stock Shares have been converted pursuant to this Section 2.1(a)(i3.1(a) (the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 2.2(f3.2(f).

Treatment of Company Common Stock. Each share At the First Effective Time, by virtue of the Company’s common stockFirst Merger and without any action on the part of the Parties or holders of any securities of the Company or of Purchaser, par value $0.01 per share (the “subject to Section 1.1(a) and any applicable withholding Tax, each Company Common Stock” or “Company Common Shares”) Share issued and outstanding immediately prior to the First Merger Effective Time (other than Company Common any Cancelled Shares to be cancelled in accordance with Section 2.1(a)(iii)and any Dissenting Shares) shall be automatically be converted, subject to the terms, conditions and procedures set forth in this Agreement, converted into the right to receive receive, at the election of the holder, (i) the Per Share Common Stock Merger Mixed Consideration, (ii) the Per Share Common Cash Merger Consideration and or (iii) the Per Share Adjustment Amount, if any, subject to adjustment as provided Stock Consideration (in Section 2.1(a)(v) (collectivelycase, the “Per Common Share Merger Consideration”), in each case subject to proration as set forth in Section 3.1(e) and the other provisions of this Article III. From and after the First Merger Effective Time, all such Company Common Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each applicable holder of a such Company Common Share Shares shall cease to have any rights with respect thereto, except the right to receive the Per Common Share applicable portion of Merger Consideration therefor upon the surrender of such Company Common Share Shares in accordance with Section 2.23.2, including the right to receive, pursuant to Section 2.63.6, cash in lieu of fractional shares of Parent Common Stock, if any, into which such shares of Company Common Stock Shares have been converted pursuant to this Section 2.1(a)(i3.1(a) (the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 2.2(f3.2(f).. Table of Contents