Common use of Initial Merger Consideration Clause in Contracts

Initial Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (i) each unit of Company Interest issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the following consideration, (the “Parent Stock Consideration”) payable in the form of: (1) such number of shares of Parent Common Stock equal to the Company Interest Exchange Ratio (as defined in Section 2.01(b)(x)) (“Parent Shares”); and (2) two Parent Warrants, substantially in the form attached hereto as Exhibit A, for each Parent Share issued pursuant to Section 2.01(a)(i)(1); (ii) each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation. The stock certificate evidencing shares of common stock of Merger Sub shall then evidence ownership of the outstanding shares of common stock of the Surviving Corporation. (b) As used in this Agreement, the following terms have the following meanings (except as noted in this Agreement):

Initial Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (i) each unit of Company Interest issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the following consideration, (the “Parent Stock Consideration”) payable in the form ofreceive: (1) such number of shares of Parent Common Stock equal to the Company Interest Exchange Ratio (as defined in Section 2.01(b)(x2.01(b)(xii)) (“Parent Shares”); and, (2) two Parent Warrants, substantially in the form attached hereto as Exhibit A, for each Parent Share issued pursuant to Section 2.01(a)(i)(1);; and (3) a portion of the Cash Consideration equal to the Company Interest Exchange Cash Ratio (as defined in Section 2.01(b)(xiii) (the “Per Company Interest Cash Consideration”); and (ii) each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation. The stock certificate evidencing shares of common stock of Merger Sub shall then evidence ownership of the outstanding shares of common stock of the Surviving Corporation. (b) As used in this Agreement, the following terms have the following meanings (except as noted in this Agreement):