Common use of Conversion of Company Securities Clause in Contracts

Conversion of Company Securities. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any shares canceled pursuant to Section 2.1(a)(i)) shall be converted into the right to receive (A) $3.1784 per share in cash, without interest (such amount of cash, as may be adjusted pursuant to Section 2.1(a)(iv) or Section 6.19, the “Cash Consideration”) and (B) 0.4041 (such ratio, as may be adjusted pursuant to Section 2.1(a)(iv), the “Exchange Ratio”) of a validly issued, fully paid and non-assessable share of Parent common stock, par value $0.001 per share (the “Parent Common Stock”) (and, if applicable, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 2.1(a)(v) and such share of Parent Common Stock and any such cash in lieu of fractional shares, the “Share Consideration”) (the consideration payable in accordance with Section 2.1(a)(ii)(A), and Section 2.1(a)(ii)(B), collectively, the “Merger Consideration”). Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 2.1(a)(ii) shall no longer be outstanding and shall be automatically canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock, shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.2, the Merger Consideration. The amount of cash each holder of Company Common Stock is entitled to receive pursuant to this Section 2.1(a)(ii) shall be rounded to the nearest cent, and computed after aggregating all cash amounts for all shares of Company Common Stock held by such holder.

Conversion of Company Securities. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any shares canceled pursuant to Section 2.1(a)(i)Canceled Shares) shall be converted into the right to receive (A) $3.1784 per share an amount in cash, without interest interest, equal to (such amount of cash, I) the Aggregate Cash Consideration (as may be adjusted pursuant to Section 2.1(a)(iv2.1(a)(iv)(2)) or Section 6.19divided by (II) the number of shares of Company Common Stock issued and outstanding as of the Determination Date (excluding any Canceled Shares) (such amount in cash, the “Cash Consideration”) and (B) 0.4041 (such ratio, as may be adjusted pursuant to Section 2.1(a)(iv), the “Exchange Ratio”) a number of a validly issued, fully paid and non-assessable share shares of Parent common stockstock of Parent, par value $0.001 0.01 per share (the “Parent Common Stock”), equal to the Exchange Ratio (as the same may be adjusted pursuant to Section 2.1(a)(iv) (and, if applicable, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 2.1(a)(v) ), and such share shares of Parent Common Stock and any such cash in lieu of fractional shares, the “Share Consideration”) (the consideration payable in accordance with Section 2.1(a)(ii)(A), Cash Consideration and Section 2.1(a)(ii)(B)the Share Consideration, collectively, the “Merger Consideration”). Each As of the Effective Time, each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 2.1(a)(ii) shall no longer be outstanding and shall be automatically canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock, shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.2, the Merger Consideration. The amount of cash each holder of Company Common Stock is entitled to receive pursuant to this Section 2.1(a)(ii) shall be rounded to the nearest cent, and computed after aggregating all cash amounts for all shares of Company Common Stock held by such holder.

Conversion of Company Securities. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any other than shares to be canceled pursuant to in accordance with Section 2.1(a)(i3.1(a)) shall automatically be converted into the right to receive 0.3822 shares (A) $3.1784 per share in cash, without interest (such amount of cash, as may be adjusted pursuant to Section 2.1(a)(iv) or Section 6.19, the “Cash Consideration”) and (B) 0.4041 (such ratio, as may be adjusted pursuant to Section 2.1(a)(iv), the “Exchange Ratio”) of a validly issued, fully paid and non-assessable share of Parent common stock, par value $0.001 per share (the “Parent Common Stock”) ), of Parent, subject to adjustment as provided in Section 3.3 (and, if applicable, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 2.1(a)(v) and such share of Parent Common Stock and any such cash in lieu of fractional shares, the “Share Consideration”) (the consideration payable in accordance with Section 2.1(a)(ii)(A), and Section 2.1(a)(ii)(B), collectively, the “Parent Merger Consideration”). Each share of Company Common Limited Voting Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration as provided in this Section 2.1(a)(ii) Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be automatically canceled cancelled and retired and shall cease to exist, and the holders each holder of certificates a certificate (the a “CertificatesCertificate”) or book-entry shares share registered in the transfer books of the Company (a “Book-Entry SharesShare”) which that immediately prior to the Effective Time represented such shares of Company Common Stock, Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receivereceive the Parent Merger Consideration or LVS Merger Consideration, upon surrender of such Certificates or Book-Entry Shares as the case may be, in accordance with Section 2.23.4, including the Merger Consideration. The amount right, if any, to receive, pursuant to Section 3.9, cash in lieu of cash each holder fractional shares of Company Parent Common Stock is entitled to receive pursuant to this Section 2.1(a)(ii) shall be rounded to the nearest cent, and computed after aggregating all cash amounts for all into which such shares of Company Common Stock held by such holderhave been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent Charter.

Conversion of Company Securities. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any other than shares canceled pursuant to Section 2.1(a)(i3.1(a) and, except as provided in Section 3.5, any shares of Company Common Stock the holder of which (i) has not voted in favor of approval of the Merger and adoption of the Plan of Merger, (ii) has demanded and perfected such holder’s right to dissent from the Merger and to be paid the fair value of such shares in accordance with Sections 302A.471 and 302A.473 of the MBCA and (iii) as of the Effective Time has not effectively withdrawn or lost such dissenter’s rights (the “Dissenting Shares”)) ), shall be converted into the right to receive (A) $3.1784 per share 23.25 in cash, without interest cash (such amount of cash, as may be adjusted pursuant to Section 2.1(a)(iv) or Section 6.19, the “Cash Consideration”) and (B) 0.4041 (such ratio, as may be adjusted pursuant to Section 2.1(a)(iv), the “Exchange Ratio”) of a validly issued, fully paid and non-assessable share of Parent common stock, par value $0.001 per share (the “Parent Common Stock”) (and, if applicable, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 2.1(a)(v) and such share of Parent Common Stock and any such cash in lieu of fractional shares, the “Share Consideration”) (the consideration payable in accordance with Section 2.1(a)(ii)(A), and Section 2.1(a)(ii)(B), collectivelysum, the “Merger Consideration”), without interest. For purposes of this Agreement, “Total Common Merger Consideration” shall mean the product of (x) the number of shares of Company Common Stock issued and outstanding (other than shares canceled pursuant to Section 3.1(a), the Company Restricted Shares (which are addressed in Section 3.3) and, except as provided in Section 3.5, the Dissenting Shares) immediately prior to the Effective Time and (y) the Merger Consideration. Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in the first sentence of this Section 2.1(a)(ii3.1(b) shall no longer be outstanding shall, by virtue of the Merger and shall without any action on the part of the holders thereof, be automatically canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock, Stock shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates (or Book-Entry Shares affidavits of loss in lieu thereof in accordance with Section 2.23.4) in accordance with Section 3.2, the Merger Consideration. The amount of cash , without interest thereon, for each holder of Company Common Stock is entitled to receive pursuant to this Section 2.1(a)(ii) shall be rounded to the nearest cent, and computed after aggregating all cash amounts for all shares such share of Company Common Stock held by such holderthem. Pursuant to Section 3.2(c)(ii), holders of Book-Entry Shares shall have the right to receive, in accordance with Section 3.2, the Merger Consideration without any requirement to deliver Certificates or a letter of transmittal.

Conversion of Company Securities. Each Except as otherwise provided in this Agreement, each share of Company Common Stock, Class B Common Stock, Class C Common Stock (if any) and Class D Common Stock issued and outstanding immediately prior to the Effective Time (excluding other than any shares canceled pursuant to Section 2.1(a)(i)3.1(a) and any Dissenting Shares) shall be converted into the right to receive (A) $3.1784 per share receive, in cash, without interest the sum of (such amount i) Per Share Initial Merger Consideration and (ii) a Pro Rata Share of cash, as may be adjusted pursuant to Section 2.1(a)(iv(A) or Section 6.19, the “Cash Consideration”) any Price Adjustment Payment and (B) 0.4041 any Representative Fund Distribution, in the case of each of clause (such ratioA) and clause (B), if, as may be adjusted pursuant to Section 2.1(a)(iv), the “Exchange Ratio”) of a validly issued, fully paid and non-assessable share of Parent common stock, par value $0.001 per share when payable hereunder (the “Parent Common Stock”) (and, if applicable, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 2.1(a)(v) and such share of Parent Common Stock and any such cash in lieu of fractional shares, the “Share Consideration”) (the consideration payable in accordance with Section 2.1(a)(ii)(A), and Section 2.1(a)(ii)(B), collectively, the “Merger Consideration”). Each share of Company Common Stock, Class B Common Stock, Class C Common Stock (if any) or Class D Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 2.1(a)(ii3.1(b) shall no longer be outstanding and automatically shall be automatically canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock, Class B Common Stock, Class C Common Stock (if any) or Class D Common Stock shall cease to have any rights with respect to such Company Common Stock, Class B Common Stock, Class C Common Stock (if any) or Class D Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.23.2, the Per Share Initial Merger Consideration. The amount of cash each holder of Company Common Stock is entitled to receive pursuant to this Section 2.1(a)(ii) shall be rounded to the nearest cent, without interest thereon, and computed after aggregating all cash amounts for all shares any other payment on account of Company Common Stock held by such holderthe Merger Consideration as and when provided herein.

Conversion of Company Securities. Each share of At the Business Combination Effective Time, (i) each Company Common Stock Share issued and outstanding immediately prior to the Business Combination Effective Time (excluding any shares canceled pursuant to other than those described in Section 2.1(a)(i)2.13 below) shall be converted automatically into (A) a number of Surviving Corporation Shares determined as follows: (x) 1,900,000 plus the amount of Converted Shares divided by (y) the total number of Company Shares issued and outstanding immediately prior to the Business Combination Effective Time, plus (B) the additional consideration described in Sections 2.7(f), (g), (h), and (j) (the “CS Per Share Amount”), and (ii) each Preferred Share issued and outstanding immediately prior to the Business Combination Effective Time shall be converted automatically into (A) a number of Surviving Corporation Shares determined as follows: (x) the number of Preferred Shares issued in the Financing to the bridge investors divided by (y) the total number of Preferred Shares issued and outstanding immediately prior to the Business Combination Effective Time (collectively, the “Business Combination Conversion Ratio”), subject to any adjustments made pursuant to Section 2.7(c) plus (B) the right to receive a cash amount equal to $7.143, plus (AC) $3.1784 per share the additional consideration described in cash, without interest (such amount of cash, as may be adjusted pursuant to Section 2.1(a)(iv) or Section 6.19, the “Cash Consideration”2.7(f) and (B) 0.4041 (such ratio, as may be adjusted pursuant to Section 2.1(a)(ivh), the “Exchange Ratio”) of a validly issued, fully paid and non-assessable share of Parent common stock, par value $0.001 per share (the “Parent Common Stock”) (and, if applicable, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 2.1(a)(v) and such share of Parent Common Stock and any such cash in lieu of fractional shares, the “PS Per Share Consideration”) (the consideration payable in accordance with Section 2.1(a)(ii)(A), and Section 2.1(a)(ii)(B), collectively, the “Merger ConsiderationAmount”). Each share of At the Business Combination Effective Time, all Company Common Stock Securities shall cease to be converted into the right to receive the Merger Consideration as provided in this Section 2.1(a)(ii) shall no longer be outstanding and shall automatically be automatically canceled and retired and shall cease to exist, and the . The holders of certificates (previously evidencing the “Certificates”) or book-entry shares (“Book-Entry Shares”) which Company Securities outstanding immediately prior to the Business Combination Effective Time represented such Company Common Stock, shall cease to have any rights with respect to such Company Common Stock other than Securities, except as provided herein or by law. Each certificate previously evidencing Company Securities shall be exchanged for such number of Surviving Corporation Shares calculated by multiplying the right applicable Business Combination Conversion Ratio by the number of Company Securities previously evidenced by the canceled certificates and cash in an amount equal to receivethe CS Per Share Amount or the PS Per Share Amount, as the case may be, upon the surrender of such Certificates or Book-Entry Shares certificate in accordance with Section 2.2, the Merger Consideration. The amount of cash each holder of Company Common Stock is entitled to receive pursuant to this Section 2.1(a)(ii) shall be rounded to the nearest cent, and computed after aggregating all cash amounts for all shares of Company Common Stock held by such holderterms hereof.”

Conversion of Company Securities. Each share of Company Common Stock issued and outstanding immediately prior to At the Effective Time and as a result of the Merger: (excluding a) each one of the issued and fully paid Company Shares shall, by virtue of the Merger and without any shares canceled pursuant to Section 2.1(a)(i)) shall action on the part of the Company, Parent, Merger Sub or the holder thereof, be converted into the right to receive such Company Share's share as set forth in Consideration Allocation Table of the Aggregate Cash Consideration and the Aggregate Parent Securities Consideration (A) $3.1784 per share in cashtogether, without interest (such amount of cash, and as may be adjusted pursuant to Section 2.1(a)(iv) or Section 6.19, the “Cash Consideration”) and (B) 0.4041 (such ratio, as may be adjusted pursuant to Section 2.1(a)(iv4.2(c), the “Exchange Ratio”) of a validly issued, fully paid and non-assessable share of Parent common stock, par value $0.001 per share (the “Parent Common Stock”) (and, if applicable, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 2.1(a)(v) and "PER SHARE CONSIDERATION" as to such share of Parent Common Stock and any such cash in lieu of fractional shares, the “Share Consideration”) (the consideration payable in accordance with Section 2.1(a)(ii)(Ashare), and Section 2.1(a)(ii)(B), collectively, the “Merger Consideration”). Each share of Company Common Stock to be converted into the right to receive the Merger Consideration payable as provided in this Section 2.1(a)(iiAgreement; (b) shall no longer be outstanding and shall be automatically canceled and shall cease to existeach certificate representing any of the Company Shares, each non-certificated Company Share registered in the Company's shareholders register and the holders registration of certificates (any holder of a Company Share in the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock, Company's shareholders register shall cease to have any rights with respect to such Company Common Stock other than thereafter only represent the right to receive, with respect to each Company Share, upon surrender of such Certificates certificate(s) (or Book-Entry Shares affidavit in lieu thereof) in accordance with Section 2.2this Agreement and subject to the other terms of this Agreement, the Merger Per Share Consideration, without any interest thereon, (c) the Vested Options and Vested Restricted Stock shall be treated as set forth in Section 4.10(a) hereof, and (d) the Unvested Options and Unvested Restricted Stock shall be treated as set forth in Section 4.10(b) hereof. The amount Holders of cash each Company Shares shall have the right to elect to receive Parent Ordinary Shares or American Depositary Shares corresponding to a similar number of Parent Ordinary Shares by providing the Company with a written notice of their election at least 10 (ten) days prior to the Closing, provided however, that any holder of Company Common Stock is entitled Shares failing to so notify the Company shall be deemed to have elected to receive pursuant American Depositary Shares. All fees (if any) of the Depositary incurred to this Section 2.1(a)(ii) issue the American Depositary Shares shall be rounded to the nearest cent, and computed after aggregating all cash amounts for all shares of Company Common Stock held borne by such holderParent.

Conversion of Company Securities. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any shares canceled pursuant to Section 2.1(a)(i)) shall be converted into the right to receive (A) $3.1784 0.9783641 per share in cash, without interest interest, from the Parent External Adviser (such amount of cash, as may be adjusted pursuant to Section 2.1(a)(iv) or Section 6.19), the “Cash Consideration”) ), and (B) 0.4041 0.44973 (such ratio, as may be adjusted pursuant to Section 2.1(a)(iv), the “Exchange Ratio”) of a validly issued, fully paid and non-assessable share of Parent common stockstock of Parent, par value $0.001 per share (the “Parent Common Stock”) (and, if applicable, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 2.1(a)(v) and such share of Parent Common Stock and any such cash in lieu of fractional shares, the “Share Consideration”) (the consideration payable in accordance with Section 2.1(a)(ii)(A), ) and Section 2.1(a)(ii)(B), collectively, the “Merger Consideration”). Each share TABLE OF CONTENTS of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 2.1(a)(ii) shall no longer be outstanding and shall be automatically canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock, shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.2, the Merger Consideration. The amount of cash each holder of Company Common Stock is entitled to receive pursuant to this Section 2.1(a)(ii) shall be rounded to the nearest cent, and computed after aggregating all cash amounts for all shares of Company Common Stock held by such holder.

Conversion of Company Securities. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any shares canceled pursuant to Section 2.1(a)(i)) shall be converted into the right to receive (A) $3.1784 0.9783641 per share in cash, without interest interest, from the Parent External Adviser (such amount of cash, as may be adjusted pursuant to Section 2.1(a)(iv) or Section 6.19), the “Cash Consideration”) ), and (B) 0.4041 0.44973 (such ratio, as may be adjusted pursuant to Section 2.1(a)(iv), the “Exchange Ratio”) of a validly issued, fully paid and non-assessable share of Parent common stockstock of Parent, par value $0.001 per share (the “Parent Common Stock”) (and, if applicable, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 2.1(a)(v) and such share of Parent Common Stock and any such cash in lieu of fractional shares, the “Share Consideration”) (the consideration payable in accordance with Section 2.1(a)(ii)(A), ) and Section 2.1(a)(ii)(B), collectively, the “Merger Consideration”). Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 2.1(a)(ii) shall no longer be outstanding and shall be automatically canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock, shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.2, the Merger Consideration. The amount of cash each holder of Company Common Stock is entitled to receive pursuant to this Section 2.1(a)(ii) shall be rounded to the nearest cent, and computed after aggregating all cash amounts for all shares of Company Common Stock held by such holder.

Conversion of Company Securities. Each share ordinary share, par value one New Israeli Shekel (NIS 1.00) per share, of the Company Common Stock (each, a “Company Ordinary Share” and collectively, the “Company Ordinary Shares”) issued and outstanding immediately prior to the Effective Time (excluding any other than shares to be canceled pursuant in accordance with Section 2.1(a)(ii) or to be converted in accordance with Section 2.1(a)(i2.1(a)(iii)) shall be converted into the right to receive from Parent, in accordance with the terms of this Agreement, (A) $3.1784 71.19 per share in cash, without interest cash (such amount of cash, as may be adjusted pursuant to Section 2.1(a)(iv) or Section 6.19, the “Cash Consideration”) and (B) 0.4041 0.2490 (such ratio, as may be adjusted pursuant to Section 2.1(a)(iv), the “Exchange Ratio”) of a validly issued, fully paid and non-assessable share nonassessable shares of Parent common stock, par value $0.001 0.125 per share share, of Parent (the “Parent Common Stock”) (and, if applicable, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 2.1(a)(v2.1(c)) and (such share shares of Parent Common Stock and any such cash in lieu of fractional shares, together with the “Share Cash Consideration”) (the consideration payable in accordance with Section 2.1(a)(ii)(A), and Section 2.1(a)(ii)(B), collectively, the “Merger Consideration”), in each case without interest and subject to applicable Tax withholding. Each share of Company Common Stock Ordinary Share to be converted into the right to receive the Merger Consideration as provided in this Section 2.1(a)(ii2.1(a)(i) shall no longer be outstanding and shall be automatically canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) ), which immediately prior to the Effective Time represented such Company Common StockOrdinary Shares, shall cease to have any rights with respect to such Company Common Stock Ordinary Shares other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.22.3, the Merger Consideration. The amount of cash each holder of Company Common Stock is entitled to receive pursuant to this Section 2.1(a)(ii) shall be rounded to the nearest cent, and computed after aggregating all cash amounts for all shares of Company Common Stock held by such holder.

Conversion of Company Securities. Each Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding other than any shares canceled cancelled pursuant to Section 2.1(a)(i)3 . 1 (a) and any Dissenting Shares) shall be converted into the right to receive (A) $3.1784 $ 31 . 25 per share of Company Common Stock in cashcash (the “ Merger Consideration ”), without interest (such amount and subject to any withholding of cash, as may be adjusted pursuant to Section 2.1(a)(iv) or Section 6.19, the “Cash Consideration”) and (B) 0.4041 (such ratio, as may be adjusted pursuant to Section 2.1(a)(iv), the “Exchange Ratio”) of a validly issued, fully paid and non-assessable share of Parent common stock, par value $0.001 per share (the “Parent Common Stock”) (and, if applicable, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 2.1(a)(v) and such share of Parent Common Stock and any such cash in lieu of fractional shares, the “Share Consideration”) (the consideration payable in accordance with Section 2.1(a)(ii)(A), and Section 2.1(a)(ii)(B), collectively, the “Merger Consideration”)Taxes required by applicable Law . Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 2.1(a)(ii3 . 1 (b) shall no longer be issued or outstanding and shall automatically be automatically canceled cancelled and shall cease to exist, and the holders of certificates (the “Certificates“ Certificates ”) or book-book - entry evidence of shares (“Book-“ Book - Entry SharesEvidence ”) which immediately prior to the Effective Time represented such shares of Company Common Stock, Stock shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Book - Entry Shares Evidence in accordance with Section 2.23 . 2 , the Merger ConsiderationConsideration without interest thereon and subject to any withholding of Taxes required by applicable Law . The amount (c) Conversion of cash Acquisition Sub Capital Stock . At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each holder share of Company Common Stock is entitled to receive pursuant to this Section 2.1(a)(ii) shall be rounded common stock, $ 1 . 00 par value per share, of Acquisition Sub issued and outstanding immediately prior to the nearest centEffective Time shall automatically be converted into and become 1 , 000 fully paid, non - assessable shares of common stock, $ 1 . 00 par value per share, of the Surviving Corporation and computed after aggregating all cash amounts for all shall constitute the only issued or outstanding shares of capital stock of the Surviving Corporation . (d) Adjustments . Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the number of outstanding shares of Company Common Stock held shall occur as a result of a reclassification, recapitalization, stock split (including a reverse stock split) or similar event, or combination, exchange or readjustment of shares, or any stock dividend or distribution with a record date during such period, the Merger Consideration shall be equitably adjusted to provide the same economic effect as contemplated by this Agreement prior to such holder.event . Nothing in this Section 3 . 1 (d) shall be construed to permit any party to take any action that is otherwise prohibited or restricted by any other provision of this Agreement . Section 3.2 Payment for Securities; Exchange of Certificates . (a) Designation of Paying Agent ; Deposit of Exchange Fund . No later than ten ( 10 ) days prior to the Effective Time, Parent shall, at its sole cost and expense, designate a reputable bank or trust company (the “ Paying Agent ”) that is organized and doing business under the laws of the United States, the identity and the terms of appointment of which to be reasonably acceptable to the Company, to act as paying agent for the payment of the Aggregate Merger Consideration, and shall enter into an agreement (the “ Paying Agent Agreement ”) relating to the Paying Agent’s responsibilities with respect thereto, in form and substance reasonably acceptable to the Company . Concurrently with the filing of the Certificate of Merger, Parent shall deposit, or cause to be deposited with the Paying Agent, cash constituting an amount equal to the Aggregate Merger Consideration (such Aggregate Merger Consideration as deposited with the Paying Agent, the “ Exchange Fund ”) . In the event the Exchange Fund shall be insufficient to make the payments contemplated by Section 3 . 1 (b) , Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount which is equal to the deficiency in the amount required