Merger Consideration Exchange of Certificates. Merger Consideration. 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: Each share of Company Common Stock (all issued and outstanding shares of Company Common Stock being hereinafter collectively referred to as the "Company Shares"), issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and any Company Shares to be canceled pursuant to Section 2.01(a)(ii)) shall be converted, subject to Section 2.02(e), into the right to receive that number of shares of Parent Common Stock equal to the quotient (the "Exchange Ratio") obtained by dividing (i) the difference between (a) the number of shares of Parent Common Stock outstanding immediately prior to the Effective Time and (b) one (the "Parent Shares"), by (ii) the sum of (A) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and (B) the number of shares of Company Common Stock issuable upon exercise of all of the Company Warrants issued and outstanding on the date of this Agreement; provided that any principal amount and interest outstanding under any of the Amended Notes that has not been converted immediately prior to the Effective Time pursuant to the terms of the Note Conversion Agreement into shares of Company Common Stock shall be deemed to have been converted into Company Common Stock pursuant to the terms of the Note Conversion Agreement immediately prior to the Effective Time for the purpose of calculating the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time pursuant to (ii)(A) above. At the Effective Time, each Company Share shall be canceled, cease to be outstanding and cease to exist and each holder of Company Shares shall thereafter cease to have any rights with respect to such shares, except the right to receive, without interest, Parent Shares in accordance with this Section 2.01(a)(i) and cash for fractional Parent Shares in accordance with Section 2.02(e). Each share of Company Stock held in the treasury of the Company and each share of Company Stock owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock 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.
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Sources: Merger Agreement (Actionpoint Inc)
Merger Consideration Exchange of Certificates. (a) The consideration for the Merger consists of 97,500 shares of Series E Preferred Stock (the "Merger Consideration").
(b) Upon surrender to Parent of any certificates or instruments evidencing the Company Capital Stock (the "Certificates"), together with duly executed stock or other powers, following the Effective Time the holder thereof shall be entitled to receive from Parent, subject to the escrow provisions of Section 8.4, that portion of the Merger Consideration equal to the number of shares of Series E Preferred Stock as set forth opposite such holder's name on attached Schedule I.
(c) Each such Certificate so surrendered pursuant to the provisions of this Section 1.5 shall be canceled. At If payment or delivery is to be made to a Person other than the Person in whose name a Certificate so surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, that the signatures on the certificate or any related stock power shall be properly guaranteed and that the Person requesting such payment either pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate so surrendered or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. All Merger Consideration paid upon surrender of the Certificates in accordance with this Section 1.5 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Capital Stock represented by such Certificates.
(d) After the Effective Time, by virtue there shall be no transfers on the stock transfer books of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any Surviving Corporation of the following securities: Each share of Company Common Stock (all issued and outstanding shares of Company Common Capital Stock being hereinafter collectively referred to as the "Company Shares"), issued and that were outstanding immediately prior to the Effective Time Time.
(other than Dissenting Shares and any Company Shares to be canceled pursuant to Section 2.01(a)(ii)e) Neither Parent nor the Surviving Corporation shall be converted, subject liable to Section 2.02(e), into the right to receive that number of shares of Parent Common Stock equal to the quotient (the "Exchange Ratio") obtained by dividing (i) the difference between (a) the number of shares of Parent Common Stock outstanding immediately prior to the Effective Time and (b) one (the "Parent Shares"), by (ii) the sum of (A) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and (B) the number of shares of Company Common Stock issuable upon exercise of all of the Company Warrants issued and outstanding on the date of this Agreement; provided that any principal amount and interest outstanding under any of the Amended Notes that has not been converted immediately prior to the Effective Time pursuant to the terms of the Note Conversion Agreement into shares of Company Common Stock shall be deemed to have been converted into Company Common Stock pursuant to the terms of the Note Conversion Agreement immediately prior to the Effective Time for the purpose of calculating the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time pursuant to (ii)(A) above. At the Effective Time, each Company Share shall be canceled, cease to be outstanding and cease to exist and each holder or former holder of Company Shares shall thereafter cease to have Capital Stock or any rights other Person with respect to such sharesany Merger Consideration delivered to any public official in good faith pursuant to any applicable abandoned property law, except the right to receive, without interest, Parent Shares in accordance with this Section 2.01(a)(i) and cash for fractional Parent Shares in accordance with Section 2.02(e). Each share of Company Stock held in the treasury of the Company and each share of Company Stock owned by Parent escheat law or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock 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 Corporationsimilar Legal Requirement.
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