Common use of Effect on Common Stock Clause in Contracts

Effect on Common Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, any holder of shares of the Company’s capital stock (a “Shareholder”) or the Purchaser, each of the following shall occur: (a) Each share of Common Stock of the Company issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.1(b)) and all rights in respect thereof shall be canceled and be automatically converted into the right to receive the Per Share Merger Consideration on the terms set forth in this Agreement. As of the Effective Time, all shares of Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Common Stock shall cease to have any rights with respect thereto, except for the right to receive the Per Share Merger Consideration upon surrender of the certificate that formerly evidenced such shares of Common Stock to the Surviving Company; (b) Each share of Common Stock held in treasury by the Company or any Subsidiary of the Company shall automatically be canceled and retired and shall cease to exist and no payment or distribution shall be made with respect thereto; and (c) Notwithstanding anything in this Agreement to the contrary, any shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a Shareholder who has properly exercised his appraisal rights under the TBOC (the “Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration, but instead such shares shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the TBOC. If any such holder shall have failed to perfect, or shall have effectively withdrawn or lost, his right to dissent from the Merger under the TBOC, each share of such holder’s Common Stock shall thereupon be converted into, as of the Effective Time, the right to receive, without any interest thereon, the Per Share Merger Consideration on the terms set forth in this Agreement. The Company shall give Purchaser (i) prompt notice of any demands for appraisal or payment for shares of Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Purchaser, make any payments with respect to, or settle, or offer to settle or otherwise negotiate, any such demands. The Disbursing Agent will retain any Per Share Merger Consideration attributable to Dissenting Shares which would otherwise be payable in respect thereof until such time as such holder’s consideration payable in respect of such shares is finally determined through application of the procedures required under the TBOC or otherwise.

Effect on Common Stock. As of Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, any Company or the holder of any shares of the Company’s capital stock (a “Shareholder”) or the Purchaser, each of the following shall occurCommon Stock: (a) Each share of Common Stock, including for the avoidance of doubt, both Class A Common Stock of the Company and Class B Common Stock, represented by a certificate (each, a “Certificate”) or a book-entry (each, a “Book-Entry Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be as canceled pursuant to Section 2.1(b)1.8(c) and all rights Dissenting Shares as provided in respect thereof Section 2.9), shall be canceled and be automatically converted into the right to receive the Per Share Merger Consideration on the terms set forth in this Agreement. As of receive, at the Effective Time, all cash in an amount equal to $8.53 (the “Per Share Price” or “Merger Consideration”), without interest. (b) All shares of Common Stock (including, for the avoidance of doubt, any Dissenting Shares) shall no longer cease to be outstanding and shall be automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing Certificate or Book-Entry Share, that, immediately prior to the Effective Time, represented any such shares of Common Stock shall thereafter cease to have any rights with respect thereto, except for to such shares of Common Stock and shall thereafter represent only the right to receive the Per Share applicable Merger Consideration upon surrender Consideration, any unpaid Extraordinary Dividend authorized and declared on or prior to the Effective Time in accordance with Section 6.11 and, solely with respect to any Dissenting Shares, any payment of the certificate that formerly evidenced fair value of such Dissenting Shares in accordance with the MGCL pursuant to Section 2.9, in each case to be issued or paid in accordance with this Agreement, without interest, as applicable. (c) Any shares of Common Stock owned by Parent or any direct or indirect wholly-owned Subsidiary of Parent (including Merger Sub) or the Company immediately prior to the Surviving Company; Effective Time (bthe “Excluded Shares”) Each share of Common Stock held in treasury by the Company or any Subsidiary of the Company shall be automatically be canceled and retired and shall cease to exist and no payment or distribution consideration shall be made with respect thereto; anddelivered in exchange therefor. (cd) Notwithstanding anything in this Agreement to the contraryEach share of Merger Sub common stock, any shares of Common Stock that are par value $0.001 per share, issued and outstanding immediately prior to the Effective Time and that are held by a Shareholder who has properly exercised his appraisal rights under the TBOC (the “Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration, but instead such shares shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements become one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the TBOC. If any Surviving Corporation, which shares at such holder time shall have failed to perfect, or shall have effectively withdrawn or lost, his right to dissent from comprise the Merger under the TBOC, each share only outstanding shares of such holder’s Common Stock shall thereupon be converted into, as capital stock of the Effective Time, the right to receive, without any interest thereon, the Per Share Merger Consideration on the terms set forth in this Agreement. The Company shall give Purchaser (i) prompt notice of any demands for appraisal or payment for shares of Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Purchaser, make any payments with respect to, or settle, or offer to settle or otherwise negotiate, any such demands. The Disbursing Agent will retain any Per Share Merger Consideration attributable to Dissenting Shares which would otherwise be payable in respect thereof until such time as such holder’s consideration payable in respect of such shares is finally determined through application of the procedures required under the TBOC or otherwiseSurviving Corporation.

Effect on Common Stock. As (a) Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger Merger, and without any action on the part of the Company, any holder of shares of the Company’s capital stock (a “Shareholder”) or the Purchaserholders thereof, each of the following shall occur: (a) Each share of Common Company Stock of the Company issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares and Dissenting Shares, if applicable, but including all shares of Common Company Stock to be canceled pursuant to Section 2.1(b)into which Convertible Notes are converted at the Effective Time) and all rights in respect thereof shall be canceled and be automatically converted into the right to receive cash (the Per Share “Cash Consideration”) and shares of Parent Common Stock (the “Stock Consideration”) as described herein. The Cash Consideration and the Stock Consideration are collectively referred to herein as the “Merger Consideration”. The total Merger Consideration on shall be equal to the terms set forth Purchase Price, subject to adjustment and paid as described herein. The Merger Consideration shall be paid seventy-five percent (75%) in this Stock Consideration and twenty-five percent (25%) in Cash Consideration, with the number of shares representing the Stock Consideration calculated using the average of the closing prices for the twenty (20) trading days immediately preceding the date of the Agreement. As . (b) Each share of Company Stock held immediately prior to the Effective Time by the Parent, the Merger Sub or the Company shall be canceled and no payment shall be made with respect thereto (“Excluded Shares”). (c) After the Effective Time, all shares of Common Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Common Stock shall cease to have any rights with respect thereto, except for thereafter represent the right to receive the Per Share Merger Consideration upon surrender Consideration. (d) Each equity interest of the certificate Merger Sub that formerly evidenced such shares of Common Stock to the Surviving Company; (b) Each share of Common Stock held in treasury by the Company or any Subsidiary of the Company shall automatically be canceled and retired and shall cease to exist and no payment or distribution shall be made with respect thereto; and (c) Notwithstanding anything in this Agreement to the contrary, any shares of Common Stock that are is issued and outstanding immediately prior to the Effective Time and that are held by a Shareholder who has properly exercised his appraisal rights under the TBOC (the “Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration, but instead such shares shall be converted into and become one (1) validly issued, fully paid and non-assessable unit of the right Surviving Company. (e) Notwithstanding anything to receive such consideration as may the contrary contained herein, no certificates or scrip representing fractional shares of Parent Common Stock shall be determined to be due issued upon the surrender for exchange of Company Stock, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share interest, and such Dissenting Shares fractional share interests shall not entitle any Securityholder to vote or to any other rights of a stockholder of Parent on account of such fractional share interest. In lieu of the issuance of any such fractional share, Parent shall pay to each such Securityholder that would be entitled to receive a fractional share of Parent Common Stock, an amount in cash, rounded to the nearest cent and without interest, equal to the value of such fractional share determined in accordance with Section 1.02(a). For purposes of determining any fractional share interest, all shares of Company Stock owned by a Securityholder shall be combined so as to calculate the maximum number of whole shares of Parent Common Stock issuable to such Securityholder. (f) As a condition to the willingness of Parent to enter into this Agreement, each of ▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ have entered into a Voting Agreement, substantially in the form of Exhibit B hereto, dated as of the date hereof, with Parent (the “Voting Agreement”), pursuant to which each of them has agreed, among other things, to vote all shares of Company Stock beneficially owned by them in favor of the approval of this Agreement and the transactions contemplated hereby, upon the terms and subject to the requirements of the TBOC. If any such holder shall have failed to perfect, or shall have effectively withdrawn or lost, his right to dissent from the Merger under the TBOC, each share of such holder’s Common Stock shall thereupon be converted into, as of the Effective Time, the right to receive, without any interest thereon, the Per Share Merger Consideration on the terms conditions set forth in this such Voting Agreement. The Company shall give Purchaser (i) prompt notice of any demands for appraisal or payment for shares of , and to refrain from trading Parent Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent for a period of Purchaser, make any payments with respect to, or settle, or offer to settle or otherwise negotiate, any such demands. The Disbursing Agent will retain any Per Share Merger Consideration attributable to Dissenting Shares which would otherwise be payable in respect thereof until such time as such holder’s consideration payable in respect of such shares is finally determined through application of the procedures required under the TBOC or otherwisecertain defined conditions.