Common use of Conversion of Series A Preferred Stock Clause in Contracts

Conversion of Series A Preferred Stock. Each issued and outstanding share (the "Preferred Shares") of Series A Redeemable Non-Voting Convertible Preferred Stock, par value $0.001 (the "Series A Preferred Stock"), other than Dissenting Shares, shall be converted into the right to receive the Liquidation Preference (as defined in the Company Certificate) payable to the holder thereof in cash, without interest (the "Preferred Stock Merger Consideration" and, together with the Common Stock Merger Consideration, the "Merger Consideration"). From and after the Effective Time, all such Preferred Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Merger Consideration therefor upon the surrender of such certificate to the Company, without interest thereon. Upon surrender of such certificate for cancellation to the Company, the holder of such certificate shall be entitled to receive in exchange therefor the Preferred Stock Merger Consideration for each Preferred Share formerly represented by such certificate and the certificate so surrendered shall forthwith be cancelled. The Company shall provide all holders of Series A Preferred Stock with the notice required by the Certificate of Designations, Preferences and Rights of the Series A Preferred Stock attached as Exhibit A to the Company Certificate.

Conversion of Series A Preferred Stock. Each issued and outstanding share (the "“Preferred Shares"”) of Series A Redeemable Non-Voting Convertible Preferred Stock, par value $0.001 (the "“Series A Preferred Stock"”), other than Dissenting Shares, shall be converted into the right to receive the Liquidation Preference (as defined in the Company Certificate) payable to the holder thereof in cash, without interest (the "“Preferred Stock Merger Consideration" ” and, together with the Common Stock Merger Consideration, the "“Merger Consideration"”). From and after the Effective Time, all such Preferred Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Merger Consideration therefor upon the surrender of such certificate to the Company, without interest thereon. Upon surrender of such certificate for cancellation to the Company, the holder of such certificate shall be entitled to receive in exchange therefor the Preferred Stock Merger Consideration for each Preferred Share formerly represented by such certificate and the certificate so surrendered shall forthwith be cancelled. The Company shall provide all holders of Series A Preferred Stock with the notice required by the Certificate of Designations, Preferences and Rights of the Series A Preferred Stock attached as Exhibit A to the Company Certificate.

Conversion of Series A Preferred Stock. Each issued and outstanding share (the "Preferred Shares") of Series A Redeemable Non-Voting Convertible Preferred Stockpreferred stock, par value $0.001 0.0001 per share, of the Company (the "“Company Series A Preferred Stock"), ”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Sharesany shares of Company Series A Preferred Stock to be cancelled or converted into shares of the Surviving Corporation pursuant to Section 2.8(h)), shall be converted converted, subject to Section 2.11(d), into the right to receive the Liquidation Preference (as defined in the Company Certificate) payable a number of Merger Consideration Shares, if any, equal to the holder thereof in cashlesser of (i) the Series A Merger Consideration Per Share divided by the Twenty Day Average for the Closing Date, without interest or (ii) the "Preferred Stock Merger Consideration" andSeries A Remaining Amount Per Share divided by the Twenty Day Average for the Closing Date, together with the Common Stock Merger Consideration, the "Merger Consideration"). From and after at the Effective Time, all such shares of Company Series A Preferred Shares Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate previously representing any such shares shall cease to have any rights with respect thereto, except thereafter represent the right to receive a certificate representing the Merger Consideration Shares into which such Company Series A Preferred Stock was converted in the Merger. Certificates previously representing shares of Company Series A Preferred Stock shall be exchanged for certificates representing whole Merger Consideration Shares and a check for any cash in lieu of fractional Merger Consideration Shares to be issued or paid in consideration therefor upon the surrender of such certificate to the Company, without interest thereon. Upon surrender of such certificate for cancellation to the Company, the holder of such certificate shall be entitled to receive certificates in exchange therefor the Preferred Stock Merger Consideration for each Preferred Share formerly represented by such certificate and the certificate so surrendered shall forthwith be cancelled. The Company shall provide all holders of Series A Preferred Stock accordance with the notice required by the Certificate provisions of Designations, Preferences and Rights of the Series A Preferred Stock attached as Exhibit A to the Company CertificateSection 2.11.