CONVERSION AND CANCELLATION OF OS COMMON STOCK. As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquisition or OS or the holders of any shares of the capital stock of Acquisition or OS: (a) Subject to the provisions of Sections 2.4 and 2.5, each share of OS Common Stock (the "OS Common Stock Shares") issued and outstanding immediately prior to the Effective Time (other than shares canceled in accordance with Section 2.1(b) and other than with respect to the escrow shares deposited by OS with the Escrow Agent (as defined below) in accordance with the Purchase Agreement (the "OS Escrow Shares") which shall be automatically cancelled and replaced with an equal number of Company Escrow Shares in accordance with Section 2.2, shall be converted into 0.10 (the "Exchange Ratio") of a validly issued, fully paid and nonassessable share of Company Common Stock (the "Company Common Stock Shares"). As of the Effective Time, each OS Common Stock Share shall no longer be outstanding and shall automatically be canceled and cease to exist, and each holder of a certificate representing any OS Common Stock Share shall cease to have any rights with respect thereto other than the right to receive Company Common Stock Shares to be issued in consideration therefor upon the surrender of such certificate, properly endorsed to the Company. (b) Each share of OS Capital Stock held in the treasury of the OS and each share of OS Capital Stock owned by Acquisition or Company shall be canceled without any conversion thereof and no payment, distribution or other consideration shall be made with respect thereto. (c) Each issued and outstanding share of Acquisition Common Stock shall be converted into one validly issued, fully paid and nonassessable share of Surviving Corporation Common Stock.
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Sources: Merger Agreement (Reality Wireless Networks Inc), Merger Agreement (Insite Vision Inc), Merger Agreement (Reality Wireless Networks Inc)
CONVERSION AND CANCELLATION OF OS COMMON STOCK. As of the ---------------------------------------------------- Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquisition or OS or the holders of any shares of the capital stock of Acquisition or OS:
(a) Subject to the provisions of Sections 2.4 and 2.5, each share of OS Common Stock (the "OS Common Stock Shares") issued and outstanding immediately prior to the Effective Time (other than shares canceled in accordance with Section 2.1(b) and other than with respect to the escrow shares deposited by OS with the Escrow Agent (as defined below) in accordance with the Purchase Agreement (the "OS Escrow Shares") which shall be automatically cancelled and replaced with an equal number of Company Escrow Shares in accordance with Section 2.2, shall be converted into 0.10 (the "Exchange Ratio") of a validly issued, fully paid and nonassessable share of Company Common Stock (the "Company Common Stock Shares"). As of the Effective Time, each OS Common Stock Share shall no longer be outstanding and shall automatically be canceled and cease to exist, and each holder of a certificate representing any OS Common Stock Share shall cease to have any rights with respect thereto other than the right to receive Company Common Stock Shares to be issued in consideration therefor upon the surrender of such certificate, properly endorsed to the Company.
(b) Each share of OS Capital Stock held in the treasury of the OS and each share of OS Capital Stock owned by Acquisition or Company shall be canceled without any conversion thereof and no payment, distribution or other consideration shall be made with respect thereto.
(c) Each issued and outstanding share of Acquisition Common Stock shall be converted into one validly issued, fully paid and nonassessable share of Surviving Corporation Common Stock.
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