Common use of MERGER CONSIDERATION; CONVERSION OR CANCELLATION OF SHARES IN THE MERGER Clause in Contracts

MERGER CONSIDERATION; CONVERSION OR CANCELLATION OF SHARES IN THE MERGER. 4.1 Share Consideration for the Merger; Conversion or Cancellation of Shares in the Merger. At the Effective Time, the manner of converting or canceling shares of the Company and Parent shall be as follows: (a) Conversion of Company Stock. Each share of common stock, $0.0001 par value of the Company ("Company Shares") issued and outstanding immediately prior to the Effective Time (excluding any Company Shares described in Section 4.1(b)), shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive an aggregate amount (the "Exchange Ratio") of validly issued, fully paid and non-assessable shares of common stock, $0.01 par value, of Parent (collectively, "Parent Shares") equal to (i) (A) 12,000,000 divided by (B) the Parent Share Market Value (as hereafter defined) divided by (ii) the aggregate number of issued and outstanding Company Shares immediately prior to the Effective Time; provided, that fractional Parent Shares shall be paid for in accordance with this Section 4.1(a) and Section 4.3. All Company Shares to be converted into Parent Shares pursuant to this Section 4.1(a) shall, by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding, be canceled and cease to exist, and each holder of a certificate representing any such Company Shares shall thereafter cease to have any rights with respect to such Company Shares, except the right to receive for each of the Company Shares, upon the surrender of such certificate in accordance with Section 4.2, the number of Parent Shares specified above and cash in lieu of fractional shares in accordance with the further provisions contained in Section 4.3.

MERGER CONSIDERATION; CONVERSION OR CANCELLATION OF SHARES IN THE MERGER. 4.1 Share Consideration for the Merger; Conversion or Cancellation of Shares in the Merger. At the Effective Time, by virtue of the manner Merger and without any action on the part of converting the holders of any Shares or canceling shares other capital stock of the Company and Parent shall be as followsor the holders of any capital stock of Purchaser: (a) Conversion of Company Stock. Each share of common stock, $0.0001 par value of the Company ("Company Shares") Share issued and outstanding immediately prior to the Effective Time (excluding any Company other than Shares described in to be canceled pursuant to Section 4.1(b)) and any Dissenting Shares (as hereinafter defined), shall, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holder thereof, be cancelled and extinguished and converted automatically into the right to receive an aggregate amount receive, pursuant to Section 4.4, the Per Share Amount in cash (the "Exchange RatioMerger Consideration"), payable to the holder thereof, without interest thereon, less any required withholding of Taxes, upon the surrender, in the manner provided in Section 4.4, of the certificate that formerly evidenced such Share. (b) At the Effective Time, each Share issued and outstanding and owned by any of the Purchaser, Parent or any of Parent's direct or indirect wholly-owned subsidiaries (the "Parent Companies") or any of the Company's direct or indirect wholly owned Subsidiaries, or held in the treasury of the Company immediately prior to the Effective Time shall cease to be outstanding (if applicable), be cancelled and retired without payment of any consideration therefor and cease to exist. (c) At the Effective Time, each share of common stock of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable shares nonassessable share of common stock, $0.01 par value, of Parent (collectively, "Parent Shares") equal to (i) (A) 12,000,000 divided by (B) the Parent Share Market Value (as hereafter defined) divided by (ii) the aggregate number of issued and outstanding Company Shares immediately prior to the Effective Time; provided, that fractional Parent Shares shall be paid for in accordance with this Section 4.1(a) and Section 4.3. All Company Shares to be converted into Parent Shares pursuant to this Section 4.1(a) shall, by virtue stock of the Merger and without any action on the part of the holders thereof, cease to be outstanding, be canceled and cease to exist, and each holder of a certificate representing any such Company Shares shall thereafter cease to have any rights with respect to such Company Shares, except the right to receive for each of the Company Shares, upon the surrender of such certificate in accordance with Section 4.2, the number of Parent Shares specified above and cash in lieu of fractional shares in accordance with the further provisions contained in Section 4.3Surviving Corporation.