Common use of Effect on Company Capital Stock Clause in Contracts

Effect on Company Capital Stock. As of the Effective Time, by ------------------------------ virtue of the Merger and without any action on the part of the holders of any shares of Company Common Stock, each issued and outstanding share of Company Common Stock (X) (other than any shares of Company Common Stock held by the Major Stockholder and the Major Stockholder Affiliates, any shares of Company Common Stock to be cancelled pursuant to Section 3.2 and Dissenting Shares) shall be converted into the right to receive (a) 0.6876 (the "Exchange Ratio") of a fully paid and nonassessable share of Parent Common Stock (the "Stock Merger Consideration") and (b) an amount in cash equal to $2.50 per share without interest, less any required withholding tax (the "Cash Merger Consideration"); (Y) held by the Major Stockholder Affiliates shall be converted into the right to receive (a) the Exchange Ratio fully paid and nonassessable shares of Parent Common Stock, as Stock Merger Consideration, and (b) the Affiliate Share Fraction fully paid and nonassessable shares of Parent Common Stock in lieu of the Cash Merger Consideration; (Z) held by the Major Stockholder shall be converted into the right to receive (a) the Exchange Ratio (less the Major Share Fraction) fully paid and nonassessable shares of Parent Common Stock, (b) the Cash Merger Consideration and (c) the Major Cash Fraction. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist. As of the Effective Time, each Company Certificate, without any action on the part of the Parent, the Company or the holder of such share of Company Common Stock, shall be deemed to represent the right to receive the merger consideration as provided by the second preceding sentence. Each holder of a Company Certificate shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of any such Company Certificates, certificates representing the shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Company Certificate in accordance with Section 3.3 and cash in lieu of fractional interests pursuant to Section 3.4.

Effect on Company Capital Stock. As of 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 shares of Company Common StockCapital Stock (the "STOCKHOLDERS"), each share of Company Capital Stock issued and outstanding share of Company Common Stock (X) immediately prior to the Effective Time (other than any shares of Company Common Stock held by the Major Stockholder and the Major Stockholder Affiliates, any shares of Company Common Stock to be cancelled pursuant to Section 3.2 and Dissenting Shares) shall will be canceled and extinguished and be converted into the right to receive (a) 0.6876 (receive, upon surrender of the "Exchange Ratio") of a fully paid and nonassessable certificate representing such share of Parent Common Company Capital Stock (in the "Stock manner provided in Section 1.8 hereof, the Per Share Initial Merger Consideration and the Per Share Contingent Consideration") , in each case upon the terms and (b) an amount subject to the conditions set forth in cash equal to $2.50 per share this Agreement, including without interest, less any required withholding tax (limitation this Section 1.6 and the "Cash escrow provisions set forth in Article IX hereof. The Per Share Initial Merger Consideration"); (Y) held by the Major Stockholder Affiliates Consideration shall be converted into the right to receive (a) the Exchange Ratio fully paid payable in a combination of cash and nonassessable shares of Parent Common Stock, as Stock with (i) the cash portion (the "CASH CONSIDERATION") being an amount of cash equal to the product obtained by multiplying (x) the Per Share Initial Merger Consideration, Consideration by (y) the Applicable Fraction and (bii) the Affiliate Share Fraction fully paid and nonassessable stock portion (the "STOCK CONSIDERATION") being a number of shares of Parent Common Stock in lieu of equal to the quotient obtained by dividing (x) the Per Share Initial Merger Consideration less the Cash Merger Consideration; Consideration by (Zy) held by the Major Stockholder Parent Average Closing Price. The Per Share Contingent Consideration shall be converted into the right to receive (a) the Exchange Ratio (less the Major Share Fraction) fully paid and nonassessable shares of Parent Common Stock, (b) the Cash Merger Consideration and (c) the Major Cash Fraction. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist. As of the Effective Time, each Company Certificate, without any action on the part of the Parent, the Company or the holder of such share of Company Common Stock, shall be deemed to represent the right to receive the merger consideration as provided by the second preceding sentence. Each holder of a Company Certificate shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of any such Company Certificates, certificates representing the payable in shares of Parent Common Stock to be issued or paid valued at the Parent Average Closing Price as set forth in consideration therefor upon surrender of such Company Certificate in accordance with Section 3.3 and cash in lieu of fractional interests pursuant to Section 3.41.6(f).

Effect on Company Capital Stock. As of (a)At the Effective Time, subject to Section 3.4 hereof, each share of the common stock, par value $.01 per share, of the Company (including each attached right (a "Company Right") issued pursuant to the Company Rights Agreement) (the "Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock to be cancelled pursuant to Section 3.1(d) hereof) shall, by ------------------------------ virtue of the Merger and without any action on the part of the holders of any shares of Company Common Stockholder thereof, each issued and outstanding share of Company Common Stock (X) (other than any shares of Company Common Stock held by the Major Stockholder and the Major Stockholder Affiliates, any shares of Company Common Stock to be cancelled pursuant to Section 3.2 and Dissenting Shares) shall be converted into the right to receive (a) 0.6876 (the "Exchange Ratio") of a fully paid and nonassessable share of Parent Common Stock (the "Stock Merger Consideration") and (b) an amount in cash equal to $2.50 per share without interest1.0222 duly authorized, less any required withholding tax (the "Cash Merger Consideration"); (Y) held by the Major Stockholder Affiliates shall be converted into the right to receive (a) the Exchange Ratio validly issued, fully paid and nonassessable shares (the "Per Share Merger Consideration") of Parent the common stock, par value $1.00 per share, of Acquiror ("Acquiror Common Stock, as Stock Merger Consideration, and (b) the Affiliate Share Fraction fully paid and nonassessable shares of Parent Common Stock in lieu "). All of the Cash Merger Consideration; (Z) held by the Major Stockholder shall be converted into the right to receive (a) the Exchange Ratio (less the Major Share Fraction) fully paid and nonassessable shares of Parent Common Stock, (b) the Cash Merger Consideration and (c) the Major Cash Fraction. As of the Effective Time, all such shares of Company Common Stock converted into Acquiror Common Stock pursuant to this Article III shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist. As of the Effective Time, and each Company Certificate, without certificate previously representing any action on the part of the Parent, the Company or the holder of such share shares of Company Common Stock, Stock shall be deemed to thereafter only represent the right to receive (i) the merger consideration as provided by number of whole shares of Acquiror Common Stock and (ii) the second preceding sentence. Each holder cash in lieu of a Company Certificate shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of any such Company Certificates, certificates representing fractional shares into which the shares of Parent Company Common Stock represented by such certificate have been converted pursuant to this Section 3.1(a) and Section 3.4 hereof. Certificates previously representing shares of Company Common Stock shall be issued or paid in consideration therefor upon surrender exchanged for certificates representing whole shares of such Company Certificate in accordance with Section 3.3 Acquiror Common Stock and cash in lieu of fractional interests pursuant to shares issued in consideration therefor upon the surrender of such certificates in accordance with Section 3.43.2 hereof, without any interest thereon. If, between the date of this Agreement and the Effective Time, the shares of Acquiror Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Per Share Merger Consideration shall be adjusted accordingly.

Effect on Company Capital Stock. As of (i) At the Effective Time, by ------------------------------ virtue of the First Merger and without any further action on the part of Parent, Merger Subs, the holders of any shares of Company Common Stockor the Company Stockholders, upon the terms and subject to the conditions set forth in Section 1.9 and throughout this Agreement, including the provisions set forth in Section 4.2(f) and Article VII hereof, each issued and outstanding share of Company Common Capital Stock (X) (other than any shares of Company Common Stock held by the Major Stockholder and the Major Stockholder Affiliates, any shares of Company Common Stock to be cancelled pursuant to Section 3.2 Cancelled Shares and Dissenting Shares) that is issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted automatically into the right to receive upon the due surrender of duly executed Exchange Documents in the manner set forth in Section 1.9(b), (ai) 0.6876 at the Closing, in accordance with Section 1.9, (A) the "Exchange Ratio"Per Share Consideration (without interest thereon), minus (B) the Per Share Escrow Amount, minus (C) the Per Share Expense Fund Amount, (ii) any disbursements of a fully paid Escrow Cash and nonassessable Escrow Shares required to be made from the Escrow Fund with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest in accordance with Section 7.4, (iii) any disbursements of cash and/or shares of Parent Common Stock required to be made in connection with the Post-Closing Excess Amount (if any) with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the Post-Closing Excess Amount), without interest, in accordance with Section 1.15(e) and (iv) any cash disbursements required to be made from the Expense Fund Account with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in accordance with Section 7.6(c). Each share of Parent Common Stock (issuable in the "Stock Merger Consideration") and (b) an amount First Merger, or any other securities issued in cash equal to $2.50 per share without interest, less any required withholding tax (the "Cash Merger Consideration"); (Y) held by the Major Stockholder Affiliates shall be converted into the right to receive (a) the Exchange Ratio fully paid and nonassessable shares respect of Parent Common Stock, as Stock Merger Consideration, and (b) the Affiliate Share Fraction fully paid and nonassessable shares of Parent Common Stock in lieu of the Cash Merger Consideration; (Z) held by the Major Stockholder shall be converted into the right to receive (a) the Exchange Ratio (less the Major Share Fraction) fully paid and nonassessable shares of Parent Common Stock, (b) the Cash Merger Consideration and (c) the Major Cash Fraction. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist. As of the Effective Timeupon any stock split, each Company Certificatestock dividend, without any action on the part of the Parentrecapitalization, the Company merger, consolidation or the holder of such share of Company Common Stocksimilar event, shall be deemed to represent the right to receive the merger consideration as provided by the second preceding sentence. Each holder of a Company Certificate shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of any such Company Certificates, certificates representing the shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Company Certificate in accordance with Section 3.3 and cash in lieu of fractional interests pursuant to Section 3.4book-entry security entitlements.

Effect on Company Capital Stock. As of At the Effective Time, by ------------------------------ virtue of the Merger and without any action on the part of Merger Subsidiary, the holders Company or any holder of any shares of Company Common Capital Stock, each share of Company Capital Stock issued and outstanding share of Company Common Stock (X) (immediately prior to the Effective Time, other than any shares of Company Common Stock held by the Major Stockholder and the Major Stockholder Affiliates, any shares of Company Common Stock to be cancelled pursuant to Section 3.2 and Dissenting Shares) , shall be canceled and extinguished and automatically converted into the right to receive (a) 0.6876 (receive, the "Exchange Ratio") of a fully paid and nonassessable share of Parent Common Stock (the "Stock Merger Consideration") and (b) an amount in cash equal to $2.50 per share without interest, less any required withholding tax (the "Cash Merger Consideration"); (Y) held by the Major Stockholder Affiliates shall be converted into the right to receive (a) the Exchange Ratio fully paid and nonassessable shares of Parent Common Stock, as Stock Per Share Merger Consideration, (i) plus, to the extent applicable, the Estimated Per Share Upwards Merger Consideration Adjustment and the Final Per Share Upwards Merger Consideration Adjustment, (ii) less, to the extent applicable, the Estimated Per Share Downwards Merger Consideration Adjustment and (biii) the Affiliate Share Fraction fully paid and nonassessable shares if such holder of Parent Common Company Capital Stock in lieu of the Cash Merger Consideration; (Z) held by the Major Stockholder shall be converted into the right to receive (a) the Exchange Ratio (less the Major Share Fraction) fully paid and nonassessable shares of Parent Common Stock, (b) the Cash Merger Consideration and (c) the Major Cash Fraction. As as of the Effective TimeTime is a Voting Stockholder, all less the Per Share Escrow Amount (which shall be paid to such shares Voting Stockholders if, as, when and to the extent that the Escrow Deposit, or any portion thereof, is released from the Escrow in accordance with the terms of the Escrow Agreement to the Voting Stockholders) and, to the extent applicable, the Final Per Share Downwards Merger Consideration Adjustment, in each case payable, subject to further adjustment pursuant to Section 2.2 hereof, (A) in the form of Cash Consideration to holders of Company Common Capital Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist. As as of the Effective Time, each Time who are not Accredited Investors and (B) in the form of Cash Consideration and Ordinary Shares to holders of Company Certificate, without any action on the part Capital Stock as of the ParentEffective Time who are Accredited Investors, who deliver an accredited investor letter in the Company or form of Exhibit D attached hereto (the holder “Accredited Investor Letter”) and a lock-up agreement in the Back to Contents form of such share Exhibit H attached hereto (the “Lock-Up Agreement”), to ILOG and ILOG, Inc. within forty (40) days of Company Common Stock, shall be deemed to represent the right to receive notice of the merger consideration as provided approval of the Merger by the second preceding sentence. Each holder Voting Stockholders having been mailed by the Company, provided, however, that the Voting Stockholders have represented and warranted to ILOG and ILOG, Inc. that they are Accredited Investors and shall deliver the Accredited Investor Letter and Lock-Up Agreement to ILOG and ILOG, Inc. simultaneously with the execution of a Company Certificate shall cease to have any rights with respect thereto, except this Agreement and receive Ordinary Shares in the right to receive, upon the surrender of any such Company Certificates, certificates representing the shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Company Certificate in accordance with Section 3.3 and cash in lieu of fractional interests pursuant to Section 3.4Merger.

Effect on Company Capital Stock. As of (a) At the Effective Time, subject to Section 3.4 hereof, each share of the common stock, par value $.01 per share, of the Company (including each attached right (a "Company Right") issued pursuant to the Company Rights Agreement) (the "Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock to be cancelled pursuant to Section 3.1(d) hereof) shall, by ------------------------------ virtue of the Merger and without any action on the part of the holders of any shares of Company Common Stockholder thereof, each issued and outstanding share of Company Common Stock (X) (other than any shares of Company Common Stock held by the Major Stockholder and the Major Stockholder Affiliates, any shares of Company Common Stock to be cancelled pursuant to Section 3.2 and Dissenting Shares) shall be converted into the right to receive (a) 0.6876 (the "Exchange Ratio") of a fully paid and nonassessable share of Parent Common Stock (the "Stock Merger Consideration") and (b) an amount in cash equal to $2.50 per share without interest1.0222 duly authorized, less any required withholding tax (the "Cash Merger Consideration"); (Y) held by the Major Stockholder Affiliates shall be converted into the right to receive (a) the Exchange Ratio validly issued, fully paid and nonassessable shares (the "Per Share Merger Consideration") of Parent the common stock, par value $1.00 per share, of Acquiror ("Acquiror Common Stock, as Stock Merger Consideration, and (b) the Affiliate Share Fraction fully paid and nonassessable shares of Parent Common Stock in lieu "). All of the Cash Merger Consideration; (Z) held by the Major Stockholder shall be converted into the right to receive (a) the Exchange Ratio (less the Major Share Fraction) fully paid and nonassessable shares of Parent Common Stock, (b) the Cash Merger Consideration and (c) the Major Cash Fraction. As of the Effective Time, all such shares of Company Common Stock converted into Acquiror Common Stock pursuant to this Article III shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist. As of the Effective Time, and each Company Certificate, without certificate previously representing any action on the part of the Parent, the Company or the holder of such share shares of Company Common Stock, Stock shall be deemed to thereafter only represent the right to receive (i) the merger consideration as provided by number of whole shares of Acquiror Common Stock and (ii) the second preceding sentence. Each holder cash in lieu of a Company Certificate shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of any such Company Certificates, certificates representing fractional shares into which the shares of Parent Company Common Stock represented by such certificate have been converted pursuant to this Section 3.1(a) and Section 3.4 hereof. Certificates previously representing shares of Company Common Stock shall be issued or paid in consideration therefor upon surrender exchanged for certificates representing whole shares of such Company Certificate in accordance with Section 3.3 Acquiror Common Stock and cash in lieu of fractional interests pursuant to shares issued in consideration therefor upon the surrender of such certificates in accordance with Section 3.43.2 hereof, without any interest thereon. If, between the date of this Agreement and the Effective Time, the shares of Acquiror Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Per Share Merger Consideration shall be adjusted accordingly.

Effect on Company Capital Stock. As of At the Effective Time, by ------------------------------ virtue of the Merger and without any further action on the part of Parent, Merger Sub, the holders of any shares of Company Common Stockor the Company Stockholders, upon the terms and subject to the conditions set forth in Section 2.3 and throughout this Agreement, including the provisions set forth in Article VIII hereof, each issued and outstanding share of Company Common Capital Stock (X) (other than any shares of Company Common Stock held by the Major Stockholder and the Major Stockholder Affiliates, any shares of Company Common Stock to be cancelled pursuant to Section 3.2 Cancelled Shares and Dissenting Shares) that is issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted automatically into the right to receive upon the due surrender of duly executed Exchange Documents in the manner set forth in Section 2.3(b), (ai) 0.6876 at the Closing, in accordance with Section 2.3, (A) if the "Exchange Ratio") of a fully paid and nonassessable share of Parent Common holder thereof is an Accredited Stockholder, the Per Share Accredited Stock Consideration, or, if the holder thereof is an Unaccredited Stockholder, the Per Share Unaccredited Cash Consideration (the "Stock Merger Consideration") and in each case, without interest thereon), minus (b) an amount in cash equal to $2.50 per share without interest, less any required withholding tax (the "Cash Merger Consideration"); (Y) held by the Major Stockholder Affiliates shall be converted into the right to receive (aB) the Exchange Ratio fully paid and nonassessable shares of Parent Common StockPer Share Adjustment Escrow Amount, as Stock Merger Consideration, and minus (bC) the Affiliate Per Share Fraction fully paid and nonassessable shares of Parent Common Stock in lieu of the Cash Merger Consideration; Specific Indemnity Escrow Amount, minus (Z) held by the Major Stockholder shall be converted into the right to receive (aD) the Exchange Ratio Per Share Indemnity Escrow Amount, minus (less E) the Major Per Share Fraction) fully paid and nonassessable shares of Parent Common StockExpense Fund Amount, (bii) any disbursements of Escrow Cash, with respect to Unaccredited Stockholders, or Escrow Shares, with respect to Accredited Stockholders, required to be made from the Cash Merger Consideration and (c) the Major Cash Fraction. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease Escrow Account with respect to exist. As of the Effective Time, each Company Certificate, without any action on the part of the Parent, the Company or the holder of such share of Company Common Stock, shall be deemed to represent the right to receive the merger consideration as provided by the second preceding sentence. Each holder of a Company Certificate shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of any such Company Certificates, certificates representing the shares of Parent Common Capital Stock to be issued or paid the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in consideration therefor upon surrender of such Company Certificate each case in accordance with Section 3.3 2.9(f) and/or Section 8.4, as applicable, (iii) any cash disbursements required to be made in connection with the Post-Closing Excess Amount (if any) with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in accordance with Section 2.9(e) and (iv) any cash disbursements required to be made from the Expense Fund Account with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in lieu accordance with Section 8.6(c). Each share of fractional interests Parent Class A Common Stock issuable in the Merger, or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be book-entry security entitlements. For purposes of calculating the aggregate amount of cash consideration payable at any time to each Company Stockholder in respect of all of such Company Stockholder’s shares of Company Capital Stock held pursuant to any particular certificate evidencing such shares pursuant to this Section 3.42.1(a), (1) the consideration payable in respect of all shares of Company Capital Stock held by such Company Stockholder pursuant to any particular certificate evidencing such shares shall be aggregated and (2) the amount of cash to be paid to each such Company Stockholder after such aggregation shall be rounded to the nearest whole cent.

Effect on Company Capital Stock. As of At the Effective Time, by ------------------------------ virtue of the First Merger and without any further action on the part of Parent, Merger Subs, the holders of Company or the Company Stockholders or any shares of Company Common Stockother Person: upon the terms and subject to the conditions set forth in Section 2.3 and throughout this Agreement, including the provisions set forth in Article VIII, each issued and outstanding share of Company Common Capital Stock (X) (other than any shares of Company Common Stock held by the Major Stockholder and the Major Stockholder Affiliates, any shares of Company Common Stock to be cancelled pursuant to Section 3.2 Cancelled Shares and Dissenting Shares) that is issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted automatically into the right to receive upon the due surrender of duly executed Exchange Documents in the manner set forth in Section 2.3(b), (ai) 0.6876 at the Closing, in accordance with Section 2.3, (A) if the "Exchange Ratio") of a fully paid and nonassessable share of Parent Common Stock holder thereof is an Accredited Stockholder, the Per Share Accredited Consideration, or, if the holder thereof is an Unaccredited Stockholder, the Per Share Unaccredited Cash Consideration (the "Stock Merger Consideration") and in each case, without interest thereon), minus (b) an amount in cash equal to $2.50 per share without interest, less any required withholding tax (the "Cash Merger Consideration"); (Y) held by the Major Stockholder Affiliates shall be converted into the right to receive (aB) the Exchange Ratio fully paid and nonassessable shares Per Share Adjustment Escrow Amount, minus (C) the Per Share Indemnity Escrow Amount, minus (D) the Per Share Expense Fund Amount, minus (E) the Per Share Other Indemnity Escrow Amount (in each case of Parent Common Stockclauses (B) through (E), such cash amounts to be deducted from the Per Share Accredited Cash Consideration or the Per Share Unaccredited Cash Consideration, as Stock Merger Consideration, and (b) the Affiliate Share Fraction fully paid and nonassessable shares of Parent Common Stock in lieu of the Cash Merger Consideration; (Z) held by the Major Stockholder shall be converted into the right to receive (a) the Exchange Ratio (less the Major Share Fraction) fully paid and nonassessable shares of Parent Common Stockapplicable), (bii) any disbursements of Escrow Cash required to be made from the Cash Merger Consideration and (c) the Major Cash Fraction. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease Escrow Account with respect to exist. As of the Effective Time, each Company Certificate, without any action on the part of the Parent, the Company or the holder of such share of Company Common Stock, shall be deemed to represent the right to receive the merger consideration as provided by the second preceding sentence. Each holder of a Company Certificate shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of any such Company Certificates, certificates representing the shares of Parent Common Capital Stock to be issued or paid the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in consideration therefor upon surrender of such Company Certificate each case in accordance with Section 3.3 2.9(f) or Section 8.4, as applicable, (iii) any disbursements required to be made in connection with the Post Closing Excess Amount (if any) with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in accordance with Section 2.9(e) and (iv) any cash disbursements required to be made from the Expense Fund Account with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in lieu accordance with Section 8.6(c). Each share of fractional interests Parent Class A Common Stock issuable in the Merger, or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be book-entry shares. For purposes of calculating the aggregate amount of cash consideration payable at any time to each Company Stockholder in respect of all of such Company Stockholder’s shares of Company Capital Stock held pursuant to any particular certificate or book entry evidencing such shares pursuant to this Section 3.42.1(a), (1) the cash consideration and the stock consideration payable in respect of all shares of Company Capital Stock held by such Company Stockholder pursuant to any particular certificate or book entry evidencing such shares shall each be aggregated and (2) the amount of cash to be paid to each such Company Stockholder after such aggregation shall be rounded to the nearest whole cent.