Common use of Effect on Stock Clause in Contracts

Effect on Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Subsidiary, the Company or any stockholders thereof: (a) Any shares of Company Stock then held by the Company or any wholly-owned Subsidiary of the Company (or held in the Company’s treasury) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) The shares of Parent Common Stock held by the Company as of the date hereof shall have been canceled and retired as described in the Donation to Capital Agreement. (c) Each share of Company Stock then outstanding shall be converted into Parent Merger Stock based on the Exchange Ratio. (d) Each share of the common stock, $0.00001 par value per share, of Merger Subsidiary then outstanding shall be converted into one share of the validly issued, fully paid and non-assessable authorized common stock of the Surviving Corporation. (e) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Stock or Parent Common Stock are changed into a different number or class of shares by reason of any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction, then the Exchange Ratio shall be appropriately adjusted; provided, however, that any issuance of convertible debentures, warrants, options, or other derivative securities by Parent in a bridge financing will not cause for adjustment of the Exchange Ratio. (f) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued, and in lieu thereof, if a fractional share of Parent Common Stock would otherwise be issued to any Company stockholder, the number of shares of Parent Common Stock to be received by such Company stockholder who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock to be received by such holder) shall be rounded up to the nearest whole share.

Effect on Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of ParentFlotek, Merger SubsidiaryAcquisition Sub, the Company Company, or any stockholders thereofthe Stockholders: (a) Any The shares of Company Stock then held by the Company or any wholly-owned Subsidiary voting common stock of the Company which are issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive (or i) an aggregate of US $49,500,000 in cash (the “Cash Portion”), and (ii) subject to the remainder of this Section 3.1, 3,284,180 shares of Flotek Common Stock (the “Flotek Shares”). The Cash Portion and the Flotek Shares are referred to, together, as the “Merger Consideration.” The Merger Consideration, as adjusted pursuant to this Section 3.1, shall be allocated among the Stockholders as set forth on Schedule 3.1 attached hereto and by this reference made a part hereof. Notwithstanding the foregoing, $5,000,000 of the Cash Portion and $5,000,000 worth of the Flotek Shares valued at the Closing Stock Value (the “Escrow Deposit”) shall be delivered at Closing to the Escrow Agent, to be held in the Company’s treasuryEscrow Account and disbursed therefrom by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement. (b) shall At the Effective Time, all shares of voting common stock of the Company issued and outstanding immediately prior to the Effective Time will no longer be canceled outstanding and all such pre-existing voting common stock of the Company will be cancelled and retired and shall will cease to exist, and no consideration shall be delivered each holder of a certificate formerly representing any such stock will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in exchange therefor. (b) The shares of Parent Common Stock held by the Company as of the date hereof shall have been canceled and retired as described in the Donation to Capital Agreementaccordance with this Article III. (c) Each share of Company Stock then outstanding shall be converted into Parent Merger Stock based on the Exchange Ratio. (d) Each share of the common stock, $0.00001 par value per share, of Merger Subsidiary then outstanding shall be converted into No certificates or scrip representing less than one share of the validly issued, fully paid and non-assessable authorized common stock of the Surviving Corporation. (e) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Stock or Parent Common Stock are changed into a different number or class of shares by reason of any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction, then the Exchange Ratio shall be appropriately adjusted; provided, however, that any issuance of convertible debentures, warrants, options, or other derivative securities by Parent in a bridge financing will not cause for adjustment of the Exchange Ratio. (f) No fractional shares of Parent Flotek Common Stock shall be issued in connection with as part of the Merger, and no certificates or scrip for Merger Consideration. In lieu of any such fractional shares shall be issuedshare, and in lieu thereof, if a fractional share of Parent Common Stock would otherwise be issued to any Company stockholder, the number of shares of Parent Common Stock to be received by such Company stockholder each Stockholder who would otherwise be have been entitled to a fraction of a share of Parent Flotek Common Stock (after aggregating all fractional shares of Parent Flotek Common Stock issuable to be received by such holderholder pursuant to the Merger) shall be rounded up paid in cash (without interest) an amount equal to such fraction multiplied by the nearest whole shareClosing Stock Value.

Effect on Stock. At Immediately prior to the Effective Time, by action of the board of directors of the Company and approved by holders of the outstanding shares of Company Preferred Stock, each share of Company Preferred Stock shall be converted into shares of Company Stock in accordance with the terms of the Amended and Restated Certificate of Incorporation of the Company. Thereafter, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Subsidiary, the Company or any stockholders thereof: (a) Any any shares of Company Stock then held by the Company or any wholly-owned Subsidiary of the Company (or held in the Company’s treasury) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) The shares of Parent Common Stock held by the Company as of the date hereof shall have been canceled and retired as described in the Donation to Capital Agreement. (c) Each each share of Company Stock then outstanding shall be converted into one share of Parent Merger Stock based on the Exchange RatioCommon Stock. (dc) Each each share of the common stock, $0.00001 par value per share, of Merger Subsidiary then outstanding shall be converted into one share of the validly issued, fully paid and non-assessable authorized common stock of the Surviving Corporation. (ed) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Stock or Parent Common Stock are changed into a different number or class of shares by reason of any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction, then the Exchange Ratio shall be appropriately adjusted; provided, however, that any issuance of convertible debentures, warrants, options, or other derivative securities by Parent in a bridge financing will not cause for adjustment of the Exchange Ratio. (fe) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued, and in lieu thereof, if a fractional share of Parent Common Stock would otherwise be issued to any Company stockholder, the number of shares of Parent Common Stock to be received by such Company stockholder who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock to be received by such holder) shall be rounded up to the nearest whole share.

Effect on Stock. At As of the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Subsidiary, the Company or any stockholders thereofEquity Holder: (a) Any Subject to the other provisions of this Section 3.4, (i) Each issued and outstanding share of Preferred Stock shall be converted into the right to receive, upon the surrender of the certificate formerly representing such share of Preferred Stock, an amount equal to the number of shares of Company Common Stock then held that each such share of Preferred Stock is convertible into immediately prior to the Effective Time pursuant to the Articles of Incorporation multiplied by (2) the Company or Per Share Equity Stock Closing Merger Consideration. (ii) Each issued and outstanding share of Phantom Stock shall be converted into the right to receive an amount equal to the Per Share Phantom Stock Closing Merger Consideration allocable to such share of Phantom Stock in accordance with this Agreement and the Phantom Stock Plans (and subject to any wholly-owned Subsidiary applicable withholding for any taxes imposed thereon). (iii) Each issued and outstanding share of Common Stock shall be converted into the right to receive, upon the surrender of the Company certificate formerly representing such share of Common Stock, an amount equal to the Per Share Equity Stock Closing Merger Consideration. (iv) Each issued and outstanding Common Stock Option (whether vested or held in the Company’s treasuryunvested) shall be canceled deemed to be cancelled and retired converted into the right to receive an amount equal to the Per Common Stock Option Closing Merger Consideration allocable to such Common Stock Option in accordance with this Agreement, the Stock Option Plan and shall cease the Articles of Incorporation (and subject to exist, and no consideration shall be delivered in exchange thereforany applicable withholding for any taxes imposed thereon). (bv) The shares of Parent Common Stock held by Each issued and outstanding Class AB Warrant shall be converted into the Company as of right to receive an amount equal to the date hereof shall have been canceled and retired as described in the Donation Per Class AB Warrant Closing Merger Consideration allocable to Capital Agreementsuch Class AB Warrant. (cvi) Each issued and outstanding Class A-8 Warrant shall be converted into the right to receive an amount equal to the Per Class A-8 Warrant Closing Merger Consideration allocable to such Class A-8 Warrant. (vii) Each share of Company Stock then outstanding held by the Company shall be converted into Parent Merger Stock based on the Exchange Ratiocanceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (dviii) Each share of the Company Stock held by any Subsidiary shall remain outstanding and no payment shall be made with respect thereto. (ix) Each share of Company Stock held by Purchaser or Merger Sub shall be cancelled and no payment shall be made with respect thereto. (b) Each share of common stock, $0.00001 par value per share, stock of Merger Subsidiary then Sub issued and outstanding shall immediately prior to the Effective Time of the Merger will be converted into one share of Common Stock of the validly issuedSurviving Corporation, fully paid and non-assessable authorized common such Common Stock of the Surviving Corporation issued on that conversion will constitute all of the issued and outstanding shares of capital stock of the Surviving Corporation. (e) If, between the date of this Agreement and Corporation immediately following the Effective Time, the outstanding shares of Company Stock or Parent Common Stock are changed into a different number or class of shares by reason of any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction, then the Exchange Ratio shall be appropriately adjusted; provided, however, that any issuance of convertible debentures, warrants, options, or other derivative securities by Parent in a bridge financing will not cause for adjustment of the Exchange Ratio. (f) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued, and in lieu thereof, if a fractional share of Parent Common Stock would otherwise be issued to any Company stockholder, the number of shares of Parent Common Stock to be received by such Company stockholder who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock to be received by such holder) shall be rounded up to the nearest whole share.

Effect on Stock. At As of the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Subsidiary, the Company or any stockholders thereofHolder: (a) Any Subject to the other provisions of this Section 3.5, (i) Each issued and outstanding share of Class A Redeemable Preferred Stock and Class A-1 Redeemable Preferred Stock shall be converted into the right receive, upon the surrender of the certificate formerly representing such share of Class A Redeemable Preferred Stock or Class A-1 Redeemable Preferred Stock, as applicable, an amount equal to the portion of the Class A Redeemable Preferred Redemption Amount allocable to such share of Class A Redeemable Preferred Stock or Class A-1 Redeemable Preferred Stock, as applicable. (ii) Each issued and outstanding share of Class C Convertible Preferred Stock and Class C-1 Convertible Preferred Stock shall be converted into the right to receive, upon the surrender of the certificate formerly representing such share of Class C Convertible Preferred Stock or Class C-1 Convertible Preferred Stock, as applicable, an amount equal to the sum of (a) the portion of the Class C Convertible Preferred Dividend Amount allocable to such share of Class C Convertible Preferred Stock or Class C-1 Convertible Preferred Stock, as applicable plus (b)(A) the number of shares of Company Class A Common Stock then held that such share of Class C Convertible Preferred Stock or Class C-1 Convertible Preferred Stock, as applicable, is convertible into immediately prior to the Effective Time pursuant to the Certificate of Incorporation multiplied by (B) the Company or any wholly-owned Subsidiary Per Share Equity Stock Closing Merger Consideration. (iii) Each issued and outstanding Option IT shall be converted into the right to receive an amount equal to the sum of (a) the portion of the Company Option IT Redemption Amount allocable to such Option IT plus (or held in b)(I)(A) the Company’s treasurynumber of shares of Class A Common Stock that the Class B Common Stock Warrant underlying such Option IT is exercisable and convertible into immediately prior to the Effective Time pursuant to the Certificate of Incorporation and the Deferred Option Plan multiplied by (B) the Per Share Equity Stock Closing Merger Consideration minus (II) the portion of the Aggregate Option IT Exercise Price allocable to such Class B Common Stock Warrant underlying such Option IT. (iv) Each issued and outstanding share of Class B-1 Convertible Preferred Stock shall be canceled converted into the right to receive, upon the surrender of the certificate formerly representing such share of Class B-1 Convertible Preferred Stock, an amount equal to (a) the number of shares of Class A Common Stock that such share of Class B-1 Convertible Preferred Stock is convertible into immediately prior to the Effective Time pursuant to the Certificate of Incorporation multiplied by (b) the Per Share Equity Stock Closing Merger Consideration. (v) Each issued and retired and shall cease to exist, and no consideration outstanding share of Class A Common Stock shall be delivered converted into the right to receive, upon the surrender of the certificate formerly representing such share of Class A Common Stock, an amount equal to the Per Share Equity Stock Closing Merger Consideration. (vi) Each issued and outstanding share of Class B Common Stock shall be converted into the right to receive, upon the surrender of the certificate formerly representing such share of Class B Common Stock, an amount equal to (a) the number of shares of Class A Common Stock that such share of Class B Common Stock is convertible into immediately prior to the Effective Time pursuant to the Certificate of Incorporation multiplied by (b) the Per Share Equity Stock Closing Merger Consideration. (vii) Each issued and outstanding Class A Common Stock Option and Class C-1 Convertible Option shall be converted into the right to receive an amount equal to the portion of the Per Option Closing Merger Consideration allocable to such Class A Common Stock Option or Class C-1 Convertible Option, as applicable. Notwithstanding the foregoing, the Conversion Options will not be converted pursuant to this Section 3.5(a)(vii), but instead shall be converted into New Options in exchange thereforaccordance with the terms of the applicable Post-Closing Employment Agreement. (viii) Each issued and outstanding Class A Common Stock Warrant and Class B Common Stock Warrant shall be converted into the right to receive an amount equal to the portion of the Per Warrant Closing Merger Consideration allocable to such Class A Common Stock Warrant or Class B Common Stock Warrant, as applicable. (ix) Each issued and outstanding SAR shall be converted into the right to receive an amount equal to the portion of the Per SAR Closing Merger Consideration allocable to such SAR. (b) The shares of Parent Common Stock held by the Company as of the date hereof shall have been canceled and retired as described in the Donation to Capital Agreement. (c) Each share of Company Stock then outstanding shall be converted into Parent Merger Stock based on the Exchange Ratio. (d) Each share common stock of the common stock, $0.00001 par value per share, of Merger Subsidiary then issued and outstanding shall immediately prior to the Effective Time of the Merger will be converted into one share of Class A Common Stock of the validly issuedSurviving Corporation, fully paid and non-assessable authorized common such Class A Common Stock of the Surviving Corporation issued on that conversion will constitute all of the issued and outstanding shares of capital stock of the Surviving CorporationCorporation immediately following the Effective Time. (ec) If, between the date Notwithstanding any provision of this Agreement and to the Effective Timecontrary, the outstanding shares of Company Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a holder who has not voted such shares in favor of the Merger and who has or Parent Common Stock are changed may properly demand appraisal rights in the manner provided by Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a different number or class right to receive a portion of the Merger Consideration unless and until the holder of such shares by reason of any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction, then the Exchange Ratio becomes ineligible for such appraisal rights. The holders thereof shall be appropriately adjustedentitled only to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Purchaser in accordance with the DGCL; provided, however, that (a) if any issuance such holder of convertible debenturesDissenting Shares shall have failed to establish entitlement to appraisal rights as provided in Section 262 of the DGCL, warrants(b) if any such holder of Dissenting Shares shall have effectively withdrawn demand for appraisal of such shares or lost the right to appraisal and payment for shares under Section 262 of the DGCL or (c) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the DGCL, optionssuch holder shall forfeit the right to appraisal of such shares and each such share shall be treated as if it had been, as of the Effective Time, converted into a right to receive the applicable portion of the Merger Consideration, without interest thereon, as provided in Section 3.5(a) of this Agreement. The Company shall give the Purchaser prompt notice of any demands received by the Company for appraisal of any shares of Company Stock, and the Purchaser shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of the Purchaser, make any payment with respect to, or other derivative securities by Parent in a bridge financing will not cause for adjustment of the Exchange Ratio. (f) No fractional shares of Parent Common Stock shall be issued in connection with the Mergersettle or offer to settle, and no certificates or scrip for any such fractional shares shall be issued, and in lieu thereof, if a fractional share of Parent Common Stock would otherwise be issued demands with respect to any Company stockholder, holder of Dissenting Shares before the number of shares of Parent Common Stock to be received by such Company stockholder who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock to be received by such holder) shall be rounded up to the nearest whole shareEffective Time.

Effect on Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of ParentMerger Sub, Merger Subsidiary, RezLogic or the Company or holders of any stockholders thereofof the following securities: (a) Any shares Each Purchased Share issued and outstanding immediately prior to the Effective Time will be cancelled and extinguished and automatically converted into the right to receive common stock, no par value, of Company Stock then held by Purchaser ("Purchaser Common Stock") according to the Company or any wholly-owned Subsidiary Exchange Ratio upon surrender of the Company (or held certificate representing such share of RezLogic Common Stock in the Company’s treasury) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered manner provided in exchange thereforSection 2.7. (b) The shares Each share of Parent RezLogic Common Stock held by RezLogic immediately prior to the Company as of the date hereof Effective Time shall have been canceled be cancelled and retired as described in the Donation to Capital Agreementextinguished without any conversion thereof. (c) Each share of Company Stock then outstanding shall be converted into Parent Merger Stock based on the Exchange Ratio. (d) Each share of the common stock, $0.00001 0.00l par value per share, of Merger Subsidiary then Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of the validly issued, fully paid and non-assessable authorized nonassessable share of common stock, $0.001 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of the common stock of Merger Sub shall evidence ownership of such shares of capital stock of the Surviving Corporation. (ed) If, between The Exchange Ratio shall be adjusted to reflect appropriately the date of this Agreement and the Effective Time, the outstanding shares of Company Stock or Parent Common Stock are changed into a different number or class of shares by reason effect of any stock split, stock dividend, reverse stock split, reclassificationstock dividend (including any dividend or distribution of securities convertible into Purchaser Common Stock or RezLogic Common Stock), recapitalization reorganization, recapitalization, reclassification or other similar transaction, then like change with respect to Purchaser Common Stock or RezLogic Common Stock occurring on or after the Exchange Ratio shall be appropriately adjusted; provided, however, that any issuance of convertible debentures, warrants, options, or other derivative securities by Parent in a bridge financing will not cause for adjustment of date hereof and prior to the Exchange RatioEffective Time. (fe) No fractional shares fraction of Parent a share of Purchaser Common Stock shall will be issued in connection with by virtue of the Merger, and no certificates or scrip for any such fractional shares shall be issued, and but in lieu thereof, if a fractional share of Parent Common Stock would otherwise be issued to any Company stockholder, the number thereof each holder of shares of Parent RezLogic Common Stock to be received by such Company stockholder who would otherwise be entitled to a fraction of a share of Parent Purchaser Common Stock (after aggregating all fractional shares of Parent Purchaser Common Stock to that otherwise would be received by such holder) shall be receive from Purchaser an amount of cash (rounded up to the nearest whole sharecent) equal to the product of (i) such fraction, multiplied by the closing sale price of one share of Purchaser Common Stock for the most recent days that Purchaser Common Stock has traded ending on the trading day immediately prior to the Effective Time.