Common use of Common Stock of the Company Clause in Contracts

Common Stock of the Company. Each issued and outstanding share of Common Stock (other than shares to be canceled in accordance with Section 2.07(b) and any Dissenting Shares, as defined below) shall be converted into and represent the right to receive an amount, in cash, equal to the quotient obtained by dividing (i) the Aggregate Cash Consideration, by (ii) the total number of shares of Common Stock outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.07(b)) plus the number of shares issuable upon exercise of Company Options outstanding immediately prior to the Effective Time (the "Cash Consideration"). All such shares of Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled, retired and extinguished and shall cease to exist, and each certificate which immediately prior to the Effective Time represented any such shares (other than any Dissenting Shares) shall thereafter represent the right to receive, upon surrender of such certificate in accordance with the provisions of Section 2.08, the Cash Consideration into which such shares have been converted in accordance herewith. (d) ESTABLISHING THE CASH CONSIDERATION. Five days prior to the Effective Time, the Company shall provide Parent with a schedule (the "Preliminary Schedule"), setting forth in reasonable detail, the estimated Cash Consideration as of the Effective Time. Parent shall promptly review such schedule and provide any disagreements on such schedule within two days of receipt of such schedule. The Company and Parent shall resolve any disputes on the preparation of the Preliminary Schedule and agree upon a final Cash Consideration which reflects changes, if any, between the date of delivery of the Preliminary Schedule and the Effective Time.