Common use of Conversion of Northwest Common Stock Clause in Contracts

Conversion of Northwest Common Stock. Subject to Sections 2.1(e) and 2.1(f), each share of Northwest Common Stock (i) issued and outstanding immediately prior to the Effective Time or (ii) to be issued pursuant to the Northwest Distribution Reserve (as defined in Section 3.1(b)(i)), other than any shares of Northwest Common Stock to be canceled pursuant to Section 2.1(c), shall be automatically converted into and become the right to receive 1.25 (the “Exchange Ratio”) fully paid and nonassessable shares of common stock, par value $0.0001 per share (“Delta Common Stock”), of Delta (the “Merger Consideration”). As a result of the Merger, at the Effective Time, each holder of a Certificate (as defined in Section 2.2(b)) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable in respect of the shares of Northwest Common Stock represented by such Certificate immediately prior to the Effective Time, any cash in lieu of fractional shares payable pursuant to Section 2.1(e) and any dividends or other distributions payable pursuant to Section 2.2(c), all to be issued or paid, without interest, in consideration therefor upon the surrender of such Certificate in accordance with Section 2.2(b) (or, in the case of a lost, stolen or destroyed Certificate, Section 2.2(i)).