Common use of Treatment of Company Common Stock Clause in Contracts

Treatment of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or holders of any securities of the Company or of Purchaser, subject to any applicable withholding Tax, each Company Share issued and outstanding immediately prior to the Effective Time (other than any Cancelled Shares) shall be automatically converted into the right to receive, without interest, at the election of the holder: (i) the Cash Consideration, (ii) the Stock Consideration, or (iii) the Mixed Consideration (in each case, the “Common 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 Effective Time, all such Company Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each applicable holder of such Company Shares shall cease to have any rights with respect thereto, except the right to receive the applicable portion of Common Merger Consideration therefor upon the surrender of such Company Shares in accordance with Section 3.2, including the right to receive, pursuant to Section 3.6, cash in lieu of fractional shares of Parent Common Stock, if any, into which such Company Shares have been converted pursuant to this Section 3.1(a) (the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 3.2(f).

Treatment of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or holders of any securities of the Company or of PurchaserMerger Sub, subject to any applicable withholding Tax, each share of Company Share Common Stock issued and outstanding immediately prior to the Effective Time (other than any Cancelled Shares and any Converted Shares) shall be automatically converted into the right to receivereceive 0.5533 shares of Class A common stock, par value $0.001 per share, of Parent (“Parent Class A Common Stock”), without interest, at the election of the holder: interest (i) the Cash Consideration, (ii) the Stock Consideration, or (iii) the Mixed Consideration (in each case, the “Common Merger Consideration”), in each case subject to proration as set forth in Section 3.1(e) and the other provisions of accordance with this Article IIIII. From and after the Effective Time, all such shares of Company Shares Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each applicable holder of such Company Shares Common Stock shall cease to have any rights with respect thereto, except the right to receive the applicable portion of Common Merger Consideration therefor upon the surrender of such shares of Company Shares Common Stock in accordance with Section 3.22.2, including the right to receive, pursuant to Section 3.62.5, cash in lieu of fractional shares of Parent Class A Common Stock, if any, into which such shares of Company Shares Common Stock have been converted pursuant to this Section 3.1(a2.1(a) (the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 3.2(f2.2(f).

Treatment of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or holders of any securities of the Company or of Purchaser, subject to any applicable withholding Tax, Merger Sub each share of Company Share Common Stock issued and outstanding immediately prior to the Effective Time (other than any Cancelled Shares) shall be automatically converted into the right to receivereceive 2.6719 Parent Common Shares (the “Exchange Ratio” and the Parent Common Shares issuable per share of Company Common Stock pursuant to this Section 2.1(a), without interest, at together with the election of the holder: (i) the Cash Fractional Share Consideration, (ii) the Stock Consideration, or (iii) the Mixed Consideration (in each case, the “Common Merger Consideration”), in each case subject to proration as set forth in Section 3.1(e) and the other provisions of this Article IIIII. From and after the Effective Time, all such shares of Company Shares Common Stock shall no longer be outstanding and outstanding, shall be automatically be cancelled and shall cease to exist, and each applicable holder of such Company Shares Common Stock shall cease to have any rights with respect thereto, except the right to receive the applicable portion of Common Merger Consideration therefor per share of Company Common Stock upon the surrender of such shares of Company Shares Common Stock in accordance with Section 3.22.2, including the right to receive, pursuant to Section 3.62.6, cash in lieu of a fractional shares of Parent Common StockShare, if any, into which such shares of Company Shares Common Stock have been converted pursuant to this Section 3.1(a2.1(a) (the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 3.2(f2.2(f).