Conversion of ABI Common Stock Sample Clauses


Conversion of ABI Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, ABI or the stockholders of the Company or shareholders of ABI, each share of common stock, par value $.001 per share of ABI (the “ABI Common Stock”), issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a number of newly issued shares of Company Common Stock equal to the Merger Consideration Number multiplied by the ABI Per Share Percentage (the “Share Exchange Ratio”), with cash paid in lieu of fractional shares as provided in Section 3.2(d). Upon the Effective Time, all such shares of ABI Common Stock shall no longer be outstanding and automatically shall be canceled and retired and shall cease to exist, and each stock certificate previously representing any such shares (each, a “ABI Certificate”) shall thereafter represent only the right to receive a certificate or certificates representing the shares of Company Common Stock (each, a “Company Certificate”) into which such shares of ABI Common Stock were converted in the Merger. ABI Certificates shall be exchanged for Company Certificates representing whole shares of Company Common Stock deliverable in consideration therefor upon the proper surrender of such ABI Certificates in accordance with the provisions of Section 3.2, without interest. Each company certificate delivered hereunder in respect of shares of ABI Common Stock shall upon delivery bear the legend set forth on Exhibit F.