Common use of Conversion of Company Shares Clause in Contracts

Conversion of Company Shares. At and as of the Effective Time, (A) each issued and outstanding Company Share (other than any Company Shares owned by Parent, the Parent Subsidiary or the Company) shall be converted into the right to receive 0.445 Parent Shares (the "PER SHARE MERGER CONSIDERATION"), and all such Company Shares shall no longer be outstanding, shall be canceled and shall 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 the Per Share Merger Consideration for each such Company Share and any unpaid dividends and distributions, if any, to which the holder of such Company Shares is entitled pursuant to ss.2(e) upon the surrender of such certificate in accordance with ss.2(e) below (collectively, the "MERGER CONSIDERATION"), provided, however, that the Per Share Merger Consideration shall be subject to proportionate adjustment in the event of any stock split, stock dividend or reverse stock split, and (B) each Company Share owned by Parent, Parent Subsidiary or the Company shall be canceled without payment therefor. No Company Share shall be deemed to be outstanding or to have any rights other than those set forth above in thisss.2(d)(v) after the Effective Time. Notwithstanding anything to the contrary in thisss.2(d)(v), no fractional Parent Shares shall be issued to then former holders of Company Shares. In lieu thereof, each then former holder of a Company Share who would otherwise have been entitled to receive a fraction of a Parent Share (after taking into account all certificates delivered by such then former holder at any one time) shall receive an amount in cash equal to such fraction of a Parent Share multiplied by the Closing Sales Price per Parent Share on the date of the Effective Time.

Conversion of Company Shares. At Subject to Sections 2.02 and as of the Effective Time2.03, (A) each Company Share issued and outstanding Company Share immediately prior to the Effective Time (other than any shares to be canceled or converted into shares of the Surviving Company Shares owned by Parent, the Parent Subsidiary or the Companyin accordance with Section 2.01(b) and Dissenting Shares) shall be converted automatically into the right to receive 0.445 Parent (x) in the event that the NRZ Shares (as defined in the "PER SHARE MERGER CONSIDERATION"Share and Asset Purchase Agreement) have all been sold by the Company prior to the Closing Date (as determined in accordance with Section 1.02), $0.704059 in cash or (y) in the event that all or a portion of the NRZ Shares (as defined in the Share and all Asset Purchase Agreement) have not been sold by the Company prior to the Closing Date (as determined in accordance with Section 1.02), $0.704059 in cash plus the Net NRZ Share Consideration in cash, in each case, without interest (the “Merger Consideration”). All such Company Shares Shares, when so converted, shall no longer be outstanding, outstanding and shall automatically be canceled and shall cease to exist, exist and the register of members of the Company will be amended accordingly and each holder of a certificate representing any such Company Shares Share that is in registered form shall thereafter cease to have any rights with respect to such Company Sharesthereto, except the right to receive the Per Share Merger Consideration for each Consideration. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Company Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of Company Shares will be appropriately adjusted to provide to the holders of Company Shares the same economic effect as contemplated by this Agreement prior to such event. As provided in Section 2.02(h), the right of any holder of a Company Share and any unpaid dividends and distributions, if any, to which receive the holder of such Company Shares is entitled pursuant to ss.2(e) upon the surrender of such certificate in accordance with ss.2(e) below (collectively, the "MERGER CONSIDERATION"), provided, however, that the Per Share Merger Consideration shall be subject to proportionate adjustment in and reduced by the event amount of any stock split, stock dividend or reverse stock split, and (B) each Company Share owned by Parent, Parent Subsidiary or the Company shall be canceled without payment therefor. No Company Share shall be deemed to be outstanding or to have any rights other than those set forth above in thisss.2(d)(v) after the Effective Time. Notwithstanding anything to the contrary in thisss.2(d)(v), no fractional Parent Shares shall be issued to then former holders of Company Shares. In lieu thereof, each then former holder of a Company Share who would otherwise have been entitled to receive a fraction of a Parent Share (after taking into account all certificates delivered by such then former holder at any one time) shall receive an amount in cash equal to such fraction of a Parent Share multiplied by the Closing Sales Price per Parent Share on the date of the Effective Timerequired withholding under applicable Tax Law.

Conversion of Company Shares. At and as of the Effective Time, (A) each issued and outstanding Company Share (other than any Company Shares owned by ParentAcquiror, the Parent Subsidiary Company or the Companyany Dissenting Holder) shall be converted into the right to receive 0.445 Parent Shares one Acquiror Share (the "PER SHARE MERGER CONSIDERATION"), and all such Company Shares shall no longer be outstanding, shall be canceled and shall 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 the Per Share Merger Consideration for each such Company Share and any unpaid dividends and distributions, if any, to which the holder of such Company Shares is entitled pursuant to ss.2(e) upon the surrender of such certificate in accordance with ss.2(e) below (collectively, the "MERGER CONSIDERATION"), providedPROVIDED, howeverHOWEVER, that the Per Share Merger Consideration shall be subject to proportionate adjustment in the event of any stock split, stock dividend or reverse stock split, and (B) each Company Share owned by Parent, Parent Subsidiary Acquiror or the Company shall be canceled without payment therefor. No Company Share shall be deemed to be outstanding or to have any rights other than those set forth above in thisss.2(d)(vthis ss.2(d)(v) after the Effective Time. Notwithstanding anything to the contrary in thisss.2(d)(vthis ss.2(d)(v), no fractional Parent Acquiror Shares shall be issued to then former holders of Company Shares. In lieu thereof, each then former holder of a Company Share who would otherwise have been entitled to receive a fraction of a Parent Acquiror Share (after taking into account all certificates delivered by such then former holder at any one time) shall receive an amount in cash equal to such fraction of a Parent Acquiror Share multiplied by the Closing Sales Price per Parent Acquiror Share on the date of the Effective Time.

Conversion of Company Shares. At Each Company Share issued and as of outstanding immediately prior to the Effective Time, (A) each issued and outstanding Company Share (other than any Company Dissenting Shares owned by Parentand Cancelled Shares, the Parent Subsidiary or the Company) shall be converted into the right to receive 0.445 (i) subject to the following proviso, 0.68 of a validly issued, fully paid and nonassessable Parent Share (the “Stock Consideration”); provided, that, if the aggregate number of Parent Shares to be issued pursuant to this Section 2.1(a) together with the aggregate number of Parent Shares to be issued pursuant to Section 2.4 would exceed 19.99% of the issued and outstanding Parent Shares as of the Closing Date, as reasonably determined by Parent in accordance with Rule 5635 of the NASDAQ Stock Market Rules (the "PER SHARE MERGER CONSIDERATION"amount equal to 19.99% of such issued and outstanding shares rounded down to the nearest whole share, the “Maximum Share Number”), then the number of Parent Shares to be issued pursuant to this Section 2.1(a) and Section 2.4 shall be reduced to the minimum extent necessary such that the number of Parent Shares issuable pursuant to this Section 2.1(a) and Section 2.4 equals the Maximum Share Number, and, in such event, each Company Share (or holder of a Company Option or Company Restricted Share Award, as applicable), shall be entitled to receive an additional cash payment in an amount equal to the dollar value of the Parent Shares reduced pursuant to this proviso (to be calculated on the Closing Date based on the Parent Share VWAP) and (ii) $37.34 in cash, without interest (the “Cash Consideration” and together with the Stock Consideration, the “Merger Consideration”), as well as the Fractional Share Consideration and the Dividend Consideration, as applicable. From and after the Effective Time, all such Company Shares shall no longer be outstanding, outstanding and shall automatically be canceled cancelled and shall cease to exist, and each applicable holder of a certificate representing any such Company Shares shall thereafter cease to have any rights with respect to such Company Sharesthereto, except the right to receive the Per Merger Consideration, the Fractional Share Merger Consideration for each such Company Share and any unpaid dividends and distributions, if any, to which the holder of such Company Shares is entitled pursuant to ss.2(e) Dividend Consideration therefor upon the surrender of such certificate Certificates or Book-Entry Shares in accordance with ss.2(e) below (collectively, the "MERGER CONSIDERATION"), provided, however, that the Per Share Merger Consideration shall be subject to proportionate adjustment in the event of any stock split, stock dividend or reverse stock split, and (B) each Company Share owned by Parent, Parent Subsidiary or the Company shall be canceled without payment therefor. No Company Share shall be deemed to be outstanding or to have any rights other than those set forth above in thisss.2(d)(v) after the Effective Time. Notwithstanding anything to the contrary in thisss.2(d)(v), no fractional Parent Shares shall be issued to then former holders of Company Shares. In lieu thereof, each then former holder of a Company Share who would otherwise have been entitled to receive a fraction of a Parent Share (after taking into account all certificates delivered by such then former holder at any one time) shall receive an amount in cash equal to such fraction of a Parent Share multiplied by the Closing Sales Price per Parent Share on the date of the Effective TimeSection 2.2.

Conversion of Company Shares. At and as of the Effective TimeSubject to Section 3.5(c) hereof with respect to Dissenting Shares, (A) each Company Share issued and outstanding Company Share (other than immediately prior to the Effective Time shall, by virtue of the Merger and without any Company Shares owned by Parentaction on the part of the holders thereof, the Parent Subsidiary or the Company) cease to be outstanding, be canceled and cease to exist, and shall be converted automatically into the right to receive 0.445 Parent Shares the following, upon the surrender by the Holder thereof to the Representative and the surrender by the Representative to the Disbursement Agent (in each case, sent in accordance with the instructions set forth in the Letter of Transmittal) of the stock certificate representing such Company Share (each such certificate, a “Certificate” and collectively, the “Certificates”) and a letter of transmittal substantially in the form of Exhibit E (the "PER SHARE MERGER CONSIDERATION")“Letter of Transmittal”): (i) the Per Share Closing Merger Consideration, (ii) subject to and in accordance with the terms and conditions of the Escrow Agreement, a contingent right to receive the Per Share General Escrow Consideration, if any, (iii) subject to and in accordance with the terms and conditions of the Escrow Agreement, a contingent right to receive the Per Share Working Capital Escrow Consideration, if any, (iv) a contingent right to receive the Per Share True-Up Adjustment, if any, and all such Company Shares shall no longer be outstanding(v) a contingent right to receive the Per Share Earnout Consideration, shall be canceled and shall cease if any (collectively the “Per Share Merger Consideration”). Subject to existthe foregoing in this Section 3.1, and each holder of a certificate representing any such Company Shares Certificate shall thereafter cease to have any rights with respect to such Company SharesShare, except the right to receive the Per Share Merger Consideration for each such Company Share and any unpaid dividends and distributions, if any, to which hereunder. Notwithstanding the holder of such Company Shares is entitled pursuant to ss.2(e) upon the surrender of such certificate in accordance with ss.2(e) below (collectivelyforegoing, the "MERGER CONSIDERATION"), provided, however, that right to receive the Per Share Merger Consideration shall not be subject to proportionate adjustment effective until the Disbursement Agent receives such Certificate and Letter of Transmittal in accordance with Section 3.5 and the event of any stock split, stock dividend or reverse stock split, and (B) each Company Share owned by Parent, Parent Subsidiary or the Company shall be canceled without payment therefor. No Company Share shall be deemed to be outstanding or to have any rights other than those set forth above in thisss.2(d)(v) after the Effective Time. Notwithstanding anything to the contrary in thisss.2(d)(v), no fractional Parent Shares shall be issued to then former holders of Company Shares. In lieu thereof, each then former holder of a Company Share who would otherwise have been entitled to receive a fraction of a Parent Share (after taking into account all certificates delivered by such then former holder at any one time) shall receive an amount in cash equal to such fraction of a Parent Share multiplied by the Closing Sales Price per Parent Share on the date of the Effective TimeDisbursement Agent Agreement.

Conversion of Company Shares. At and as of the Effective Time, (A) each issued and outstanding Company Share (other than any Company Shares owned by Parent, the Parent Subsidiary or the Company) shall be converted into exchanged for one Parent Share (the right ratio of one Parent Share to receive 0.445 one Company Share is referred to herein as the “Conversion Ratio”), constituting up to 30,000,000 Parent Shares (the "PER SHARE MERGER CONSIDERATION"“Merger Consideration”), and all such Company Shares shall no longer be outstanding, shall be canceled and shall cease to exist, and (B) 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 the Per Share Merger Consideration for each such Company Share and any unpaid dividends and distributionsDissenting Share, if any, to which the holder of such Company Shares is entitled pursuant to ss.2(e) upon the surrender of such certificate shall receive payment from Parent with respect thereto in accordance with ss.2(e) below (collectively, the "MERGER CONSIDERATION"), provisions of the California General Corporation Law; provided, however, that the Per Share Merger Consideration Conversion Ratio shall be subject to proportionate equitable adjustment in the event of any stock split, stock dividend or dividend, reverse stock split, or other change in the number of Company Shares outstanding, provided further that from and (B) each Company Share owned by Parentafter the Effective Time Interplanet Productions Ltd. and Sandbox Jewelry LLC, Parent Subsidiary who are the original holders of Class B Common Stock and are collectively the “Class B Holders”, but not their transferees or the Company assignees, shall be canceled without payment thereforentitled to receive an additional .16666666 Parent Share for each of the Parent Shares received by the Class B Holders (the “Added Merger Consideration”), solely in the event that the closing price of a Parent Share, in any trading market, is not less than $3.00 for at least ten consecutive trading days (the “Added Merger Consideration Trigger”). No Fractional shares, if any, that may be issuable upon the Added Merger Consideration Trigger shall be rounded up to the next whole Parent Share. The right of the Class B Holders to receive the Added Merger Consideration shall terminate on April 30, 2010. Except for Company Share Shares issued to the Parent in connection with the Merger and the conversion of Company Options and Warrants as set forth below, no other Company Shares shall be deemed to be outstanding or to have any rights other than those set forth above in thisss.2(d)(vthis Section 2(d)(iv) after the Effective Time. Notwithstanding anything to the contrary in thisss.2(d)(v), no fractional Parent Shares shall be issued to then former holders of Company Shares. In lieu thereof, each then former holder of a Company Share who would otherwise have been entitled to receive a fraction of a Parent Share (after taking into account all certificates delivered by such then former holder at any one time) shall receive an amount in cash equal to such fraction of a Parent Share multiplied by the Closing Sales Price per Parent Share on the date of the Effective Time.

Conversion of Company Shares. At and as of the Effective Time, (A) each issued and outstanding Company Share (other than any Company Shares owned by ParentAcquiror, the Parent Subsidiary Company or the Companyany Dissenting Holder) shall be converted into the right to receive 0.445 Parent Shares one Acquiror Share (the "PER SHARE MERGER CONSIDERATION"), and all such Company Shares shall no longer be outstanding, shall be canceled and shall 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 the Per Share Merger Consideration for each such Company Share and any unpaid dividends and distributions, if any, to which the holder of such Company Shares is entitled pursuant to ss.2(etoss.2(e) upon the surrender of such certificate in accordance with ss.2(ewithss.2(e) below (collectively, the "MERGER CONSIDERATIONCONSIDERATIOn"), providedPROVIDED, howeverHOWEVER, that the Per Share Merger Consideration shall be subject to proportionate adjustment in the event of any stock split, stock dividend or reverse stock split, and (B) each Company Share owned by Parent, Parent Subsidiary Acquiror or the Company shall be canceled without payment therefor. No Company Share shall be deemed to be outstanding or to have any rights other than those set forth above in thisss.2(d)(v) after the Effective Time. Notwithstanding anything to the contrary in thisss.2(d)(vthis ss.2(d)(v), no fractional Parent Acquiror Shares shall be issued to then former holders of Company Shares. In lieu thereof, each then former holder of a Company Share who would otherwise have been entitled to receive a fraction of a Parent Acquiror Share (after taking into account all certificates delivered by such then former holder at any one time) shall receive an amount in cash equal to such fraction of a Parent Acquiror Share multiplied by the Closing Sales Price per Parent Acquiror Share on the date of the Effective Time.

Conversion of Company Shares. At and as of the Effective Time, (A) each issued and outstanding all of the Company Share Shares (other than any Company Shares owned to be cancelled in accordance with (S) 2(d)(v) and Dissenting Shares) shall, by Parentvirtue of the Merger and without any action on the part of the holders thereof, automatically be cancelled, converted and reclassified into and represent the Parent Subsidiary right, in the case of each Company Stockholder, to receive such Stockholder's Portion of the Stockholder Allocable Portion of the Merger Consideration upon surrender of the Certificate or Certificates representing the CompanyCompany Shares held by the Company Stockholder and (B) each Dissenting Share shall be converted into the right to receive 0.445 Parent Shares (payment from the "PER SHARE MERGER CONSIDERATION"), and all such Company Shares shall no longer be outstanding, shall be canceled and shall cease to exist, and each holder of a certificate representing any such Company Shares shall thereafter cease to have any rights Surviving Corporation with respect to such Company Shares, except the right to receive the Per Share Merger Consideration for each such Company Share and any unpaid dividends and distributions, if any, to which the holder of such Company Shares is entitled pursuant to ss.2(e) upon the surrender of such certificate thereto in accordance with ss.2(e) below (collectively, the "MERGER CONSIDERATION"), provisions of the Delaware General Corporation Law; provided, however, that that, notwithstanding the Per Share foregoing, the Stockholder's Portion of the Stockholder Allocable Portion of the Merger Consideration otherwise receivable by each of the Company Stockholders listed on Schedule I hereto (the "Schedule I Stockholders") shall be subject to reduced by the amount of such Schedule I Stockholder's proportionate adjustment interest in the event Post-Closing Escrow Fund as set forth on Schedule I and any applicable Escrow Withholding Amount, which amounts shall be payable to the Post-Closing Escrow Agent as part of any stock splitthe Post-Closing Escrow Amount and the Tax Escrow Fund (as defined in the Post-Closing Escrow Agreement), stock dividend or reverse stock splitrespectively, to be held and distributed in accordance with (S) 2(j) and the terms of the Post-Closing Escrow Agreement, and by any amounts required to be withheld and paid to the Internal Revenue Service pursuant to (B) each S)2(j). The Stockholder's Portion for all other Company Share owned by Parent, Parent Subsidiary or the Company Stockholders shall be canceled without payment thereforreduced by amounts required to be withheld pursuant to (S) 2(j). No Company Share shall be deemed to be outstanding or to have any rights other than those set forth above in thisss.2(d)(vthis (S) 2(d)(vi) after the Effective Time. Notwithstanding anything to the contrary in thisss.2(d)(v), no fractional Parent Shares shall be issued to then former holders of Company Shares. In lieu thereof, each then former holder of a Company Share who would otherwise have been entitled to receive a fraction of a Parent Share (after taking into account all certificates delivered by such then former holder at any one time) shall receive an amount in cash equal to such fraction of a Parent Share multiplied by the Closing Sales Price per Parent Share on the date of the Effective Time.

Conversion of Company Shares. At and as of the Effective Time, (A) each issued and outstanding Company Share (other than any Company Shares owned by ParentAcquiror, the Parent Subsidiary Company or the Companyany Dissenting Holder) shall be converted into the right to receive 0.445 Parent Shares one Acquiror Share (the "PER SHARE MERGER CONSIDERATIONPer Share Merger Consideration"), and all such Company Shares shall no longer be outstanding, shall be canceled and shall 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 the Per Share Merger Consideration for each such Company Share and any unpaid dividends and distributions, if any, to which the holder of such Company Shares is entitled pursuant to ss.2(eSection 2(e) upon the surrender of such certificate in accordance with ss.2(eSection 2(e) below (collectively, the "MERGER CONSIDERATIONMerger Consideration"), provided, however, that the Per Share Merger Consideration shall be subject to proportionate adjustment in the event of any stock split, stock dividend or reverse stock split, and (B) each Company Share owned by Parent, Parent Subsidiary Acquiror or the Company shall be canceled without payment therefor. No Company Share shall be deemed to be outstanding or to have any rights other than those set forth above in thisss.2(d)(vthis Section 2(d)(v) after the Effective Time. Notwithstanding anything to the contrary in thisss.2(d)(vthis Section 2(d)(v), no fractional Parent Acquiror Shares shall be issued to then former holders of Company Shares. In lieu thereof, each then former holder of a Company Share who would otherwise have been entitled to receive a fraction of a Parent Acquiror Share (after taking into account all certificates delivered by such then former holder at any one time) shall receive an amount in cash equal to such fraction of a Parent Acquiror Share multiplied by the Closing Sales Price per Parent Acquiror Share on the date of the Effective Time.

Conversion of Company Shares. At and as of the Effective Time, (A) each issued and outstanding Company Share (other than any Company Shares owned by Parent, the Parent Subsidiary or the Company) shall will be converted into the right to receive 0.445 Parent Shares the Merger Consideration set forth below in Section 2.4(f) (the "PER SHARE MERGER CONSIDERATION"as to each Company Share, its “Per Share Merger Consideration”), and all such Company Shares shall will no longer be outstanding, shall will be canceled and shall retired and will cease to exist, and each holder of a certificate representing any such Company Shares shall will thereafter cease to have any rights with respect to such Company Shares, except the right to receive the respective Per Share Merger Consideration for each such Company Share and any unpaid dividends and distributions, if any, to which the holder of such Company Shares is entitled pursuant to ss.2(eSection 2.4(f) upon the surrender of such certificate in accordance with ss.2(eSection 2.4(f) below (collectively, the "MERGER CONSIDERATION"), provided, however, “Merger Consideration”) except that the Stock Component of the Per Share Merger Consideration shall be subject to equitable and proportionate adjustment in the event of any Parent stock split, stock dividend or dividend, reverse stock split, subdivision, combination, recapitalization or similar event or action respecting the Parent Shares between the date of this Agreement and the Closing Date, and (B) each Company Share owned by Parent, Parent Company or any Subsidiary or the of Company shall be canceled and retired without payment thereforof any consideration therefor and shall cease to exist. No Company Share shall be deemed to be outstanding or to have any rights other than those set forth above in thisss.2(d)(vthis Section 2.4(e) after the Effective Time. Notwithstanding anything to the contrary in thisss.2(d)(vthis Section 2.4(e), no fractional Parent Shares shall be issued to then former holders of Company Shares. In lieu thereof, each then former holder of a Company Share who would otherwise have been entitled to receive a fraction of a Parent Share (after taking into account all certificates delivered by such then former holder at any one time) shall receive an amount in cash equal to such fraction of a Parent Share multiplied by the Closing Sales Price per Parent Share on the date of the Effective TimeValuation.

Conversion of Company Shares. At and as of the Effective Time, (A) each issued and outstanding Company Share outstanding at the Effective Time (other than any Dissenting Share or Contributed Company Shares owned by Parent, the Parent Subsidiary or the CompanyShare) shall be converted converted, without any action on the part of the holder thereof, into the right to receive 0.445 Parent Shares an amount (such amount per share being herein called the "PER SHARE MERGER CONSIDERATIONMerger Consideration") equal to $6.75 in cash (without interest), and all such Company Shares shall no longer be outstanding, (B) each Dissenting Share shall be canceled and shall cease to existconverted, 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 into the right to receive payment from the Per Share Merger Consideration for each such Company Share and any unpaid dividends and distributions, if any, to which the holder of such Company Shares is entitled pursuant to ss.2(e) upon the surrender of such certificate Surviving Corporation with respect thereto in accordance with ss.2(ethe provisions of the Ohio Corporation Law, and (C) below (collectivelyeach Contributed Company Share shall be canceled, without any action on the "MERGER CONSIDERATION"), part of the holder thereof; provided, however, that the Per Share Merger Consideration shall be subject to proportionate equitable adjustment in the event of any stock split, stock dividend or dividend, reverse stock split, and (B) each or other change in the number of Company Share owned by Parent, Parent Subsidiary or the Company shall be canceled without payment thereforShares outstanding. No Company Share shall be deemed to be outstanding or to have any rights other than those set forth above in thisss.2(d)(vthis Section 2(d)(v) after the Effective Time. Notwithstanding anything to the contrary in thisss.2(d)(v), no fractional Parent Shares shall be issued to then former holders of Company Shares. In lieu thereof, each then former holder of a Company Share who would otherwise have been entitled to receive a fraction of a Parent Share (At and after taking into account all certificates delivered by such then former holder at any one time) shall receive an amount in cash equal to such fraction of a Parent Share multiplied by the Closing Sales Price per Parent Share on the date of the Effective Time, each Company Stockholder shall cease to have any rights as a stockholder of the Company and, until surrendered in accordance with the provisions of Section 2(e) below, each Certificate (other than Certificates representing Dissenting Shares and Contributed Company Shares), shall represent for all purposes only the right to receive the Merger Consideration for each Company Share represented thereby (as may be adjusted pursuant to the provisions of Section 2(d)(v) hereof).