Common use of Manner and Basis of Converting Shares Clause in Contracts

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, $.001 par value, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share of common stock, par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed in the Company Disclosure Schedule (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 7,854.32 shares of Parent Common Stock for each share of Company Common Stock, subject to adjustment as set forth in Section 1.5(a)(iii); and (iii) 90 days following Closing, Parent and Company shall audit the stock ledgers of Parent and to the extent that there are shares of issued and outstanding Parent capital stock or warrants, options, convertible notes or other securities convertible into the capital stock of Parent, in either case not taken into account in the determination of the number of shares of Parent Common Stock issued under Section 1.5(a)(ii), the number of shares of Parent Common Stock issued to the Stockholders listed in the Company Disclosure Schedule shall be increased to reflect the final capitalization of Parent as determined in any such audit. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At All of the issued and outstanding shares of PICI Stock at the Effective Time: (i) each share of common stock, $.001 par value, of Acquisition Corp. that Date shall be outstanding immediately prior to the Effective Time shall, by virtue converted on a pro rata basis into an aggregate of 110,000,000 shares of the Merger and common stock of CDXX without any action on the part of the holder thereof. After the Effective Date, each holder of an outstanding certificate or certificates which prior thereto represented shares of PICI Stock shall be converted into the right entitled to receive one a certificate or certificates representing the number of whole shares of CDXX Stock into or for which his shares have been converted or exchanged. No fractional shares of CDXX Stock shall be issued pursuant to the merger, and the aggregate number of shares of CDXX Stock to be issued pursuant to the merger shall be determined by rounding any fractional share to which any Stockholder of common stockPICI may otherwise be entitled to the nearest whole share. Until surrendered, par value $.001 per share, each outstanding certificate which prior to the Effective Date represented shares of PICI Stock shall for all purposes evidence the ownership of the Surviving Corporation, shares of CDXX Stock into or for which such shares have been so that at the Effective Time, Parent converted or exchanged. (b) All shares of Stock into which shares of PICI Stock shall have been converted pursuant to this Plan shall be the holder issued in full satisfaction of all rights pertaining to such converted shares. Any shareholder who has dissented to the Plan of Merger shall retain their rights under the laws of the State of Delaware, and the Surviving Corporation hereby agrees to comply in all respects with such laws with respect to such dissenting shareholders. (c) All of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 per share, of the Company (the “Company Common Stock”), which shares PENSAT Stock and CDXX Stock at the Closing will constitute all of the issued Effective Date shall remain issued, outstanding and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed in the Company Disclosure Schedule (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 7,854.32 shares of Parent Common Stock for each share of Company Common Stock, subject to adjustment as set forth in Section 1.5(a)(iii); and (iii) 90 days following Closing, Parent and Company shall audit the stock ledgers of Parent and to the extent that there are shares of issued and outstanding Parent capital stock or warrants, options, convertible notes or other securities convertible into the capital stock of Parent, in either case not taken into account in the determination of the number of shares of Parent Common Stock issued under Section 1.5(a)(ii), the number of shares of Parent Common Stock issued to the Stockholders listed in the Company Disclosure Schedule shall be increased to reflect the final capitalization of Parent as determined in any such auditunchanged. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. OF CAPITAL STOCK; ---------------------------------------------------------- CAPITAL STRUCTURE OF THE SURVIVING CORPORATION. ------------------------------------------------ The manner and basis of converting the shares of capital stock of each of the Constituent Corporations into shares of the Surviving Corporation shall be as follows: (a) At Upon the Effective Time:Date each of the shares of Independent Stock outstanding on the Effective Date shall be converted into fully paid and nonassessable shares of United Stock at the rate of .4211 shares of United Stock for each outstanding share of Independent Stock. If either party should change the number of its outstanding shares as a result of a stock split, stock dividend, or similar recapitalization with respect to such shares prior to the Effective Date then the shares to be issued hereunder to holders of Independent Stock shall be proportionately adjusted. (b) No scrip or fractional share certificates of United Stock shall be issued in connection with the Merger and an outstanding fractional share interest will not entitle the owner thereof to vote, to receive dividends or to have any of the rights of a shareholder with respect to such fractional interest. In lieu of any fractional interest, there shall be paid in cash an amount (computed to the nearest cent) equal to such fraction multiplied by $38.00. (c) Upon the Effective Date, all rights with respect to Independent Stock pursuant to stock options (the "Independent Stock Options") granted by Independent which are outstanding at the Effective Date, whether or not exercisable, shall be converted into and become rights with respect to United Stock, and United shall assume each Independent Stock Option in accordance with the terms of the stock option plan and the stock option agreement by which it is evidenced. From and after the Effective Date, (i) each Independent Stock Option assumed by United may be exercised solely for shares of United Stock, (ii) the number of shares of United Stock subject to such Independent Stock Option shall be equal to the product of the number of shares of Independent Stock subject to such Independent Stock Option immediately prior to the Effective Date multiplied by .4211, and (iii) the per share exercise price under each such Independent Stock Option shall be adjusted by dividing the per share exercise price by .4211 and rounding down to the nearest cent. (d) As soon as practicable after the Effective Date, each holder as of the Effective Date of any of the shares of Independent Stock, upon presentation and surrender of the certificates representing such shares to United, shall be entitled to receive in exchange therefor a certificate representing the number of shares of United Stock to which such shareholder shall be entitled according to the terms of this Agreement. Until such surrender, each such outstanding certificate which prior to the Effective Date represented Independent Stock shall be deemed for all corporate purposes to evidence ownership of the number of shares of United Stock into which the same shall have been converted and the right to receive payment for fractional shares. (e) Upon the Effective Date, each share of common stock, $.001 par value, of Acquisition Corp. that shall be United Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger Date shall continue unchanged and without any action on the part of the holder thereof, be converted into the right shall continue to receive one evidence a share of common stock, par value $.001 per share, stock of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed in the Company Disclosure Schedule (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 7,854.32 shares of Parent Common Stock for each share of Company Common Stock, subject to adjustment as set forth in Section 1.5(a)(iii); and (iii) 90 days following Closing, Parent and Company shall audit the stock ledgers of Parent and to the extent that there are shares of issued and outstanding Parent capital stock or warrants, options, convertible notes or other securities convertible into the capital stock of Parent, in either case not taken into account in the determination of the number of shares of Parent Common Stock issued under Section 1.5(a)(ii), the number of shares of Parent Common Stock issued to the Stockholders listed in the Company Disclosure Schedule shall be increased to reflect the final capitalization of Parent as determined in any such audit. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. OF CAPITAL STOCK; CAPITAL STRUCTURE OF THE SURVIVING CORPORATION. -------------------------------------------------------------------------------- The manner and basis of converting the shares of capital stock of each of the Constituent Corporations into shares of the Surviving Corporation shall be as follows: (a) At Upon the Effective Time:Date each of the shares of North Point Stock outstanding on the Effective Date shall be converted into fully paid and nonassessable shares of United Stock at the rate of 2.2368 shares of United Stock for each outstanding share of North Point Stock. If either party should change the number of its outstanding shares as a result of a stock split, stock dividend, or similar recapitalization with respect to such shares prior to the Effective Date then the shares to be issued hereunder to holders of North Point Stock shall be proportionately adjusted. (ib) No scrip or fractional share certificates of United Stock shall be issued in connection with the Merger and an outstanding fractional share interest will not entitle the owner thereof to vote, to receive dividends or to have any of the rights of a shareholder with respect to such fractional interest. In lieu of any fractional interest, there shall be paid in cash an amount (computed to the nearest cent) equal to such fraction multiplied by $38.00. (c) As soon as practicable after the Effective Date, each holder as of the Effective Date of any of the shares of North Point Stock, upon presentation and surrender of the certificates representing such shares to United, shall be entitled to receive in exchange therefor a certificate representing the number of shares of United Stock to which such shareholder shall be entitled according to the terms of this Agreement. Until such surrender, each such outstanding certificate which prior to the Effective Date represented North Point Stock shall be deemed for all corporate purposes to evidence ownership of the number of shares of United Stock into which the same shall have been converted and the right to receive payment for fractional shares. (d) Upon the Effective Date, each share of common stock, $.001 par value, of Acquisition Corp. that shall be United Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger Date shall continue unchanged and without any action on the part of the holder thereof, be converted into the right shall continue to receive one evidence a share of common stock, par value $.001 per share, stock of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed in the Company Disclosure Schedule (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 7,854.32 shares of Parent Common Stock for each share of Company Common Stock, subject to adjustment as set forth in Section 1.5(a)(iii); and (iii) 90 days following Closing, Parent and Company shall audit the stock ledgers of Parent and to the extent that there are shares of issued and outstanding Parent capital stock or warrants, options, convertible notes or other securities convertible into the capital stock of Parent, in either case not taken into account in the determination of the number of shares of Parent Common Stock issued under Section 1.5(a)(ii), the number of shares of Parent Common Stock issued to the Stockholders listed in the Company Disclosure Schedule shall be increased to reflect the final capitalization of Parent as determined in any such audit. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. OF CAPITAL STOCK ------------------------------------------------------ The manner of converting and exchanging the shares of the Bank Common Stock and Subsidiary Common Stock into shares of Holding Company Common Stock and shares of common stock of the Surviving Company, as the case may be, shall be as follows: (a) At Each of the Effective Time: (i) each share shares of common stock, $.001 par value, of Acquisition Corp. that shall be Bank Common Stock outstanding immediately prior to the Effective Time Date shall, by virtue of the Merger and without any action on of the part of the holder holders thereof, be converted into and exchanged for a number of shares of Holding Company Common Stock at the right to receive rate of one share of common stock, par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed in the Company Disclosure Schedule (other than shares of Holding Company Common Stock as to which appraisal rights are perfected pursuant for each share of Bank Common Stock. (b) The shares of Subsidiary Common Stock outstanding immediately prior to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), Effective Date shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into and exchanged for a number of shares of Common Stock of the right Surviving Company equal to the number of shares of the Bank Common Stock outstanding immediately prior to the Effective Date. (c) From and after the Effective Date, each holder of any of the shares of Bank Common Stock to be converted as above provided shall be entitled, upon presentation and surrender to the Holding Company of the certificates representing such shares, to receive 7,854.32 in exchange therefor certificates representing the number of shares of Parent Holding Company Common Stock into which such shares have been converted, and said surrendered shares of the Bank shall be cancelled. Until so surrendered, each such outstanding certificate which prior to the Effective Date represented Bank Common Stock shall be deemed for each share of Company Common Stockall corporate purposes, subject to adjustment except as set forth in Section 1.5(a)(iii); and (iii) 90 days following Closingbelow, Parent and Company shall audit the stock ledgers of Parent and to the extent that there are shares of issued and outstanding Parent capital stock or warrants, options, convertible notes or other securities convertible into the capital stock of Parent, in either case not taken into account in the determination evidence ownership of the number of shares of Parent Common Stock issued under Section 1.5(a)(ii), the number of shares of Parent Common Stock issued to the Stockholders listed in the Company Disclosure Schedule shall be increased to reflect the final capitalization of Parent as determined in any such audit. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Holding Company Common Stock that were outstanding immediately prior into which the same shall have been converted. Unless and until any such certificate shall be so surrendered, or unless otherwise required by law, the holder of such certificate shall not have any right to receive payment of any dividends or other distributions on shares of Holding Company Common Stock, to receive any notices sent by the Effective TimeHolding Company to its shareholders or to vote such shares.

Manner and Basis of Converting Shares. The manner and basis of converting the shares of the Constituent Corporations and the mode of carrying the merger into effect are as follows. (a) At Each share of Common Stock of HSCO outstanding on the Effective Time: (i) each share Date of common stock, $.001 par value, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time merger shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one fully paid and nonassessable share of Common Stock of HSNV which shall, on such conversion, be validly issued and outstanding, fully paid, and nonassessable, and shall not be liable to any further call, nor shall the right holder thereof be liable for any further payments with respect thereto. After the Effective Date of the merger, each holder of an outstanding certificate which prior thereto represented shares of Common Stock of HSCO shall be entitled, on surrender thereof along with the payment of $15 to HSCO's transfer agent Securities Stock Transfer, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, to receive one share in exchange therefore a certificate or certificates representing the number of common stockwhole shares of Common Stock of HSNV, par value $.001 per sharewhich such shares shall have converted into. Until so surrendered, each such outstanding certificate (which prior to the Effective Date of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding merger represented shares of Common Stock of HSCO) shall for all purposes evidence the Surviving Corporation; (ii) ownership of the shares of common stock, par value $.001 per share, of the Company (the “Company Common Stock”), HSNV into which such shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed in the Company Disclosure Schedule (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 7,854.32 shares of Parent Common Stock for each share of Company Common Stock, subject to adjustment as set forth in Section 1.5(a)(iii); and (iii) 90 days following Closing, Parent and Company shall audit the stock ledgers of Parent and to the extent that there are shares of issued and outstanding Parent capital stock or warrants, options, convertible notes or other securities convertible into the capital stock of Parent, in either case not taken into account in the determination of the number of shares of Parent Common Stock issued under Section 1.5(a)(ii), the number of shares of Parent Common Stock issued to the Stockholders listed in the Company Disclosure Schedule shall be increased to reflect the final capitalization of Parent as determined in any such audithave been converted. (b) After All shares of the Effective Time, there Common Stock of HSNV into which shares of the Common Stock of HSCO shall have been converted pursuant to Article III shall be no further registration issued in full satisfaction of transfers on the stock transfer books of the Surviving Corporation of all rights pertaining to the shares of Company Common Stock of HSCO, as applicable. (c) If any certificate for shares of HSNV is to be issued in a name other than that were outstanding immediately prior in which the certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that the transfer be in compliance with applicable federal and state securities laws, and that the person requesting such exchange pay to HSNV or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of HSNV in any name other than that of the registered holder of the certificate surrendered, or establish to the Effective Timesatisfaction of HSNV or any agent designated by it that such tax has been paid or is not payable.

Manner and Basis of Converting Shares. The manner and basis of converting the shares of the Constituent Corporations and the mode of carrying the merger into effect are as follows. (a) At Each share of Common Stock of NAMC outstanding on the Effective Time: (i) each share Date of common stock, $.001 par value, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time merger shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one fully paid and nonassessable share of common stockCommon Stock of ELITE which shall, par value $.001 per shareon such conversion, be validly issued and outstanding, fully paid, and nonassessable, and shall not be liable to any further call, nor shall the holder thereof be liable for any further payments with respect thereto. After the Effective Date of the Surviving Corporationmerger, each holder of an outstanding certificate which prior thereto represented shares of Common Stock of NAMC shall be entitled, on surrender thereof along with payment of $20 to NAMC's transfer agent Action Stock Transfer Corp., 7069 S. Highland Dr., Suit▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇herefore a certificate or certificates representing the number of whole shares of Common Stock of ELITE, which such shares shall have converted into. Until so that at surrendered, each such outstanding certificate (which prior to the Effective Time, Parent shall be the holder of all Date of the issued and outstanding merger represented shares of Common Stock of NAMC) shall for all purposes evidence the Surviving Corporation; (ii) ownership of the shares of common stock, par value $.001 per share, of the Company (the “Company Common Stock”), ELITE into which such shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed in the Company Disclosure Schedule (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 7,854.32 shares of Parent Common Stock for each share of Company Common Stock, subject to adjustment as set forth in Section 1.5(a)(iii); and (iii) 90 days following Closing, Parent and Company shall audit the stock ledgers of Parent and to the extent that there are shares of issued and outstanding Parent capital stock or warrants, options, convertible notes or other securities convertible into the capital stock of Parent, in either case not taken into account in the determination of the number of shares of Parent Common Stock issued under Section 1.5(a)(ii), the number of shares of Parent Common Stock issued to the Stockholders listed in the Company Disclosure Schedule shall be increased to reflect the final capitalization of Parent as determined in any such audithave been converted. (b) After All shares of the Effective Time, there Common Stock of ELITE into which shares of the Common Stock of NAMC shall have been converted pursuant to Article III shall be no further registration issued in full satisfaction of transfers on the stock transfer books of the Surviving Corporation of all rights pertaining to the shares of Company Common Stock of NAMC, as applicable. (c) If any certificate for shares of ELITE is to be issued in a name other than that were outstanding immediately prior in which the certificate surrendered in exchange therefore is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that the transfer be in compliance with applicable federal and state securities laws, and that the person requesting such exchange pay to ELITE or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of ELITE in any name other than that of the registered holder of the certificate surrendered, or establish to the Effective Timesatisfaction of ELITE or any agent designated by it that such tax has been paid or is not payable.

Manner and Basis of Converting Shares. OF CAPITAL STOCK; ------------------------------------------------------- CAPITAL STRUCTURE OF THE SURVIVING CORPORATION. ---------------------------------------------- The manner and basis of converting the shares of capital stock of each of the Constituent Corporations into shares of the Surviving Corporation or into cash or other property shall be as follows: (a) At Upon the Effective Time:Closing Date each of the shares of Adairsville Stock outstanding on the Closing Date shall be converted into $18.50 in cash (the "Purchase Price"); provided that if the Closing Date is ninety days after the date hereof (the "Threshold Date"), then the consideration per share payable shall be increased by the amount of the net earnings per share of Adairsville between January 1, 1999 and the Closing Date. Net earnings for the purpose of this Section 6(a) shall be reduced by the amount of any non-operating earnings and not reduced by any reserves or charges made pursuant to Section 3.13 of the Acquisition Agreement. (ib) On or after the Closing Date, each share holder as of common stockthe Closing Date of any of the shares of Adairsville Stock, $.001 par valueupon presentation and surrender of the certificates representing such shares to the transfer agent or agents designated by United, of Acquisition Corp. that shall be entitled to receive in exchange therefor a check in settlement for cash payable for the Adairsville Stock. Until such surrender, each such outstanding certificate which prior to the Closing Date represented Adairsville Stock shall be deemed for all corporate purposes, except as set forth below, to evidence the right to receive the cash into which the same shall have been converted. Unless and until any such certificate shall be so evidenced, the holder of such certificate shall not have the right to receive any interest or any cash into which the shares have been converted. (c) Upon the Closing Date, the shares of Interim Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, Closing Date shall be converted into the right to receive one share of common stock381,116 shares, $4 par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares Common Stock of the Surviving Corporation; (ii) the shares of common stock, par value $.001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed in the Company Disclosure Schedule (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 7,854.32 shares of Parent Common Stock for each share of Company Common Stock, subject to adjustment as set forth in Section 1.5(a)(iii); and (iii) 90 days following Closing, Parent and Company shall audit the stock ledgers of Parent and to the extent that there are shares of issued and outstanding Parent capital stock or warrants, options, convertible notes or other securities convertible into the capital stock of Parent, in either case not taken into account in the determination of the number of shares of Parent Common Stock issued under Section 1.5(a)(ii), the number of shares of Parent Common Stock issued to the Stockholders listed in the Company Disclosure Schedule shall be increased to reflect the final capitalization of Parent as determined in any such audit. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.