Common use of First Merger Clause in Contracts

First Merger. At the First Effective Time, by virtue of the First Merger and without any action on the part of the Company, Parent, Merger Sub Inc. or the holders of any Equity Interests in the Company, Parent or Merger Sub Inc.: (i) each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time, other than shares of Company Common Stock to be cancelled pursuant to Section 2.01(a)(ii) (the “Excluded Shares”), shall be converted into 67.8668567 (the “Exchange Ratio”) fully paid and nonassessable shares of Parent Common Stock (collectively, the “Merger Consideration”), subject to adjustment in accordance with Section 2.02 and (A) each share of Company Common Stock that was immediately prior to the First Effective Time represented by a certificate and (B) each uncertificated share of Company Common Stock that immediately prior to the First Effective Time was registered to a holder on the stock transfer books of the Company (other than Excluded Shares) shall cease to be outstanding, shall be cancelled and cease to exist and shall thereafter represent only the right to receive the Merger Consideration and the right, if any, to receive cash in lieu of any fractional shares of Company Common Stock pursuant to Section 2.04, in each case without any interest. The Merger Consideration issued (and paid) in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock and delivery of duly executed letters of transmittal in accordance with Section 2.03 will be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock, and after the First Effective Time there will be no further registration of transfers on the stock transfer books of the First Merger Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the First Effective Time. If, after the First Effective Time, any duly executed letters of transmittal with respect to former shares of Company Common Stock are presented to the First Merger Surviving Corporation or the Transfer Agent for any reason, they will be treated in accordance with this Article II.

First Merger. (i) At the First Merger Effective Time, by virtue the directors of the First Merger and without any action on the part PubCo as of the Company, Parent, Merger Sub Inc. or the holders of any Equity Interests in the Company, Parent or Merger Sub Inc.: (i) each share of Company Common Stock issued and outstanding immediately prior to the First Merger Effective TimeTime shall resign and, other than shares of Company Common Stock with effect from and after the Closing, and subject to be cancelled pursuant to Section 2.01(a)(ii) the PubCo A&R Articles, the PubCo Board (the “Excluded SharesPost-Closing PubCo Board”)) shall initially consist of six (6) directors, of whom (A) two (2) shall be converted into 67.8668567 designated by SPAC, one (1) of which will qualify as an “independent director” as defined in Nasdaq rules and be eligible to serve on an audit committee, and (B) four (4) shall be designated by the Company, one of which shall be ▇▇▇▇▇ ▇▇▇▇, and two (2) of which will qualify as “Exchange Ratio”) fully paid independent directors” as defined in Nasdaq rules and nonassessable shares of Parent Common Stock be eligible to serve on an audit committee (collectively, the “Merger ConsiderationPost-Closing PubCo Directors”), subject each Post-Closing PubCo Director to adjustment hold office in accordance with the PubCo A&R Articles until his or her respective successor is duly elected or appointed and qualified or his or her earlier death, resignation or removal. For the avoidance of doubt, following the Second Merger Effective Time, nothing in this Section 2.02 1.5(a) shall impose or imply any obligations with respect to any future nomination, appointment, designation or election of directors to the Post-Closing PubCo Board, and all future vacancies on the Post-Closing PubCo Board shall be filled in accordance with the PubCo A&R Articles. (Aii) each share At the First Merger Effective Time, the officers of Company Common Stock that was PubCo as of immediately prior to the First Merger Effective Time represented by a certificate shall resign, and, with effect from and (B) each uncertificated share of Company Common Stock that immediately prior after the Closing, and subject to the First Effective Time was registered to a holder on PubCo A&R Articles, the stock transfer books individuals set forth in Section 1.5(a)(ii) of the Company (other than Excluded Shares) shall cease to be outstanding, Disclosure Letter shall be cancelled and cease appointed as the officers of PubCo (the “Post-Closing PubCo Officers”), each Post-Closing PubCo Officer to exist and shall thereafter represent only the right to receive the Merger Consideration and the right, if any, to receive cash in lieu of any fractional shares of Company Common Stock pursuant to Section 2.04, in each case without any interest. The Merger Consideration issued (and paid) hold office in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock PubCo A&R Articles until his or her respective successor is ▇▇▇▇ appointed and delivery of duly executed letters of transmittal in accordance with Section 2.03 will be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stockqualified or his or her earlier death, and after the First Effective Time there will be no further registration of transfers on the stock transfer books of the First Merger Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the First Effective Time. If, after the First Effective Time, any duly executed letters of transmittal with respect to former shares of Company Common Stock are presented to the First Merger Surviving Corporation resignation or the Transfer Agent for any reason, they will be treated in accordance with this Article IIremoval.

First Merger. (i) The Merger will be consummated by the filing of articles of merger in customary form with the Secretary of State of the State of Nevada (the “Articles of Merger”) in accordance with Nevada Act. Upon such filing, Merger Sub 1 shall be merged with and into the Company, the separate existence of Merger Sub 1 shall cease and the Company shall continue as the surviving corporation under the laws of the State of Nevada (the “Surviving Corporation”). The Merger shall be effective at such time as the Articles of Merger are duly filed with and accepted for record by the Secretary of State of the State of Nevada or such later time as the parties may specify in the Articles of Merger (the “Effective Time”). (ii) At the First Effective Time, by virtue of the First Merger and without any further action on by any other Person: (A) all the part properties, rights, privileges, powers and franchises of the Company, Parent, Company and Merger Sub Inc. or the holders of any Equity Interests 1 shall vest in the CompanySurviving Corporation and all debts, Parent or liabilities, obligations and duties of the Company and Merger Sub 1 shall become debts, liabilities, obligations and duties of the Surviving Corporation; (B) (y) the certificate of incorporation of Merger Sub 1, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation as of the Effective Time, except that all references to Merger Sub 1 in the certificate of incorporation shall be changed to refer to “New Birmingham, Inc.: ”; and (iz) the bylaws of Merger Sub 1, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation as of the Effective Time, except that all references to Merger Sub 1 in the bylaws shall be changed to refer to “New Birmingham, Inc.”; (C) the directors and officers of Merger Sub 1 at the Effective Time shall be the directors and officers of the Surviving Corporation, in each case until successors are duly elected or appointed in accordance with the articles of incorporation and bylaws of the Surviving Corporation and the Nevada Act; (D) each share of Company Common Stock common stock of Merger Sub 1 issued and outstanding immediately prior to the First Effective Time, other than shares of Company Common Stock to be cancelled pursuant to Section 2.01(a)(ii) (the “Excluded Shares”), shall Time will be converted into 67.8668567 (the “Exchange Ratio”) and become one validly issued, fully paid and nonassessable shares non-assessable share of Parent Common Stock common stock of the Surviving Corporation; (collectively, the “Merger Consideration”), subject to adjustment in accordance with Section 2.02 and (AE) each share of Company Common Stock that was immediately prior to the First Effective Time represented by a certificate Share issued and (B) each uncertificated share of Company Common Stock that immediately prior to the First Effective Time was registered to a holder on the stock transfer books of the Company (other than Excluded Shares) shall cease to be outstanding, shall be cancelled and cease to exist and shall thereafter represent only the right to receive the Merger Consideration and the right, if any, to receive cash in lieu of any fractional shares of Company Common Stock pursuant to Section 2.04, in each case without any interest. The Merger Consideration issued (and paid) in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock and delivery of duly executed letters of transmittal in accordance with Section 2.03 will be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock, and after the First Effective Time there will be no further registration of transfers on the stock transfer books of the First Merger Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the First Effective Time. IfTime (other than Shares held in the treasury of the Company and any Dissenting Shares) and all rights in respect thereof shall forthwith cease to exist and be converted into and represent the right to receive, after upon delivery of a duly-executed and completed letter of transmittal in the First form attached hereto as Exhibit A (“Letter of Transmittal”), the Per Share Merger Consideration; and (iii) all option plans of the Company, including any plan pursuant to which the Options were granted, shall be terminated and cease to exist pursuant to such actions by the board of directors, prior to the Effective Time, any duly executed letters of transmittal with respect as necessary and appropriate to former shares of Company Common Stock are presented to the First Merger Surviving Corporation or the Transfer Agent for any reason, they will be treated in accordance with this Article IIeffectuate such termination.

First Merger. At 2.1 Subject to the terms of this Merger Agreement, Buytron shall merge with and into MergerSub, with MergerSub surviving (the “First Effective TimeMerger Surviving Corporation”), by virtue in accordance with Sections 92A.120 and 92A.190 of the First Merger and without any action on the part of the Company, Parent, Merger Sub Inc. or the holders of any Equity Interests in the Company, Parent or Merger Sub Inc.: Nevada Revised Statutes (i) each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time, other than shares of Company Common Stock to be cancelled pursuant to Section 2.01(a)(ii“NRS”) (the “Excluded SharesFirst Merger”). The First Merger shall become effective on the date and at the time (the “First Merger Effective Time”) at which the Articles of Merger, executed and acknowledged on behalf of Buytron and MergerSub, have been filed with the Nevada Secretary of State. 2.2 The Articles of Incorporation of MergerSub, as in effect on the First Merger Effective Time, shall be converted into 67.8668567 (the “Exchange Ratio”) fully paid and nonassessable shares Articles of Parent Common Stock (collectively, the “Merger Consideration”), subject to adjustment in accordance with Section 2.02 and (A) each share of Company Common Stock that was immediately prior to the First Effective Time represented by a certificate and (B) each uncertificated share of Company Common Stock that immediately prior to the First Effective Time was registered to a holder on the stock transfer books of the Company (other than Excluded Shares) shall cease to be outstanding, shall be cancelled and cease to exist and shall thereafter represent only the right to receive the Merger Consideration and the right, if any, to receive cash in lieu of any fractional shares of Company Common Stock pursuant to Section 2.04, in each case without any interest. The Merger Consideration issued (and paid) in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock and delivery of duly executed letters of transmittal in accordance with Section 2.03 will be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock, and after the First Effective Time there will be no further registration of transfers on the stock transfer books Incorporation of the First Merger Surviving Corporation without change or amendment, until thereafter amended in accordance with the provisions thereof and applicable laws. The Bylaws of MergerSub, as in effect on the First Merger Effective Time, shall be the Bylaws of the shares First Merger Surviving Corporation without change or amendment until thereafter amended in accordance with the provisions thereof and applicable laws. 2.3 The directors of Company Common Stock that were outstanding MergerSub immediately prior to the First Merger Effective TimeTime shall be the directors of the First Merger Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and the Bylaws of the First Merger Surviving Corporation. IfThe officers of MergerSub immediately prior to the First Merger Effective Time shall be the officers of the First Merger Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and the Bylaws of the First Merger Surviving Corporation. 2.4 From and after the First Merger Effective Time, any duly executed letters of transmittal with respect to former shares of Company Common Stock are presented to the First Merger Surviving Corporation or shall succeed, insofar as permitted by law, to all of the Transfer Agent for any reasonrights, they will assets, liabilities and obligations of Buytron and MergerSub. 2.5 At the First Merger Effective Time: 2.5.1 The outstanding shares of common stock of Buytron shall be treated converted into an aggregate of 9,859,241 shares of the common stock of Celtron (the “Celtron Shares”) and 42,085,891 shares of the common stock of Orbtech (the “Orbtech Shares”). The Celtron Shares and the Orbtech Shares shall be distributed pro rata to the Buytron Shareholders based on the number of shares of Buytron held by each unless the Buytron Shareholders agree otherwise. The Buytron Shareholders agree that all of the Orbtech Shares shall be distributed to ▇▇▇▇▇▇ and that the Celtron Shares shall be distributed as follows: 4,859,241 shares to ▇▇▇▇▇▇ and 5,000,000 shares to Opus. Celtron agrees to issue and deliver the Orbtech Shares and the Celtron Shares to the Buytron Shareholders in accordance with this Article IISection . 2.5.2 All of the outstanding capital stock of Merger Sub remain outstanding and all of the outstanding capital stock of Buytron shall be cancelled. 2.5.3 All of the outstanding shares of Celtron common stock held by Buytron shall be delivered to Celtron and shall become treasury shares.

First Merger. 1. MTE and Merger Sub shall be merged into a single corporation, in accordance with the NYBCL and the DGCL and all other applicable provisions of the laws of the State of New York and of the State of Delaware, by ▇▇▇▇▇▇ Sub merging into MTE, which shall be the surviving corporation (sometimes referred to herein as the “Surviving Corporation”). Subject to the provisions of this Agreement, at the closing, the Parties shall cause certificates of merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of New York in accordance with the relevant provisions of the DGCL and the NYBCL (together, the “Certificate of Merger”) and shall make all other filings or recordings required under the DGCL and the NYBCL. The First Merger shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of New York or at such later date or time as may be agreed between Travelzoo and Azzurro Capital in writing and specified in the Certificate of Merger in accordance with the DGCL and the NYBCL, as applicable (the effective time of the Merger being hereinafter referred to as the “Effective Date of the First Merger”). At the Effective Date of the First Merger: a. MTE and Merger Sub shall be merged into a single corporation, which shall be MTE as the Surviving Corporation, and the separate existence of Merger Sub shall cease except to the extent provided by the laws of the State of New York in the case of a corporation after its merger into another corporation. The manner of exchanging and converting the outstanding shares of each of MTE and Merger Sub shall be as follows: i. each share of common stock of MTE issued and outstanding prior to the First Merger shall be exchanged between Azzurro Capital and Travelzoo for [●] shares of common stock of Travelzoo; and ii. each share of common stock of Merger Sub issued and outstanding prior to the First Merger shall be converted into one (1) share of common stock of MTE, such that, following the First Merger, Azzurro Capital no longer holds any shares of common stock of MTE and Travelzoo holds 100% of the shares of common stock of MTE. b. The directors and officers of ▇▇▇▇▇▇ Sub immediately prior to the Effective Time, by virtue Date of the First Merger shall be the directors and without any action on the part officers of the CompanySurviving Corporation after the Effective Date of the First Merger until thereafter amended. The First Merger shall have the effects set forth herein and in the applicable provisions of the laws of the State of New York and of the State of Delaware. Without limiting the generality of the foregoing, Parentand subject thereto, from and after the Effective Date of the First Merger, all property, rights, privileges, immunities, powers, franchises, licenses and authority of Merger Sub Inc. or the holders of any Equity Interests and MTE shall vest in the CompanySurviving Corporation, Parent or and all debts, liabilities, obligations, restrictions and duties of each of Merger Sub Inc.: and MTE shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation. 2. At the Effective Date of the First Merger, (ia) each share the certificate of Company Common Stock issued and outstanding incorporation of Merger Sub as in effect immediately prior to the Effective Date of the First Effective Time, other than shares of Company Common Stock to be cancelled pursuant to Section 2.01(a)(ii) (the “Excluded Shares”), Merger shall be converted into 67.8668567 (the “Exchange Ratio”) fully paid and nonassessable shares certificate of Parent Common Stock (collectively, the “Merger Consideration”), subject to adjustment in accordance with Section 2.02 and (A) each share of Company Common Stock that was immediately prior to the First Effective Time represented by a certificate and (B) each uncertificated share of Company Common Stock that immediately prior to the First Effective Time was registered to a holder on the stock transfer books incorporation of the Company (other than Excluded Shares) shall cease to be outstanding, shall be cancelled and cease to exist and shall Surviving Corporation until thereafter represent only the right to receive the Merger Consideration and the right, if any, to receive cash in lieu of any fractional shares of Company Common Stock pursuant to Section 2.04, in each case without any interest. The Merger Consideration issued (and paid) amended in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock and delivery of duly executed letters of transmittal in accordance with Section 2.03 will be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stockthereof or as provided by applicable law, and after (b) the First by-laws of Merger Sub as in effect immediately prior to the Effective Time there will be no further registration of transfers on the stock transfer books Date of the First Merger shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the shares of Company Common Stock that were outstanding immediately prior to the First Effective Time. If, after the First Effective Time, any duly executed letters of transmittal with respect to former shares of Company Common Stock are presented to the First Merger Surviving Corporation or as provided by applicable law; provided, however, in each case, that the Transfer Agent name of the corporation set forth therein shall be changed to the name of MTE. The Surviving Corporation agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of any reasonobligation of any corporation of Delaware, they will be treated as well as for enforcement of any obligation of the Surviving Corporation arising from the First Merger, and irrevocably appoints the Secretary of State of Delaware as its agent to accept service of process in accordance with this Article IIany such suit or proceeding. The Secretary of State shall mail any such process to the Surviving Corporation at c/o Travelzoo, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.

First Merger. (i) The First Merger will be consummated by the filing of a certificate of merger in customary form with the Secretary of State of the State of Delaware (the “First Certificate of Merger”) in accordance with the DGCL. Upon such filing, Merger Sub 1 shall be merged with and into the Company, the separate existence of Merger Sub 1 shall cease, and the Company shall continue as the Surviving Corporation. The First Merger shall be effective at such time as the First Certificate of ▇▇▇▇▇▇ is duly filed with and accepted for record by the Secretary of State of the State of Delaware (the “First Effective Time”). (ii) At the First Effective Time, by virtue of the First Merger and without any further action on by any other Person: (A) all the part properties, rights, privileges, powers and franchises of the Company, Parent, Company and Merger Sub Inc. or the holders of any Equity Interests 1 shall vest in the CompanySurviving Corporation and all debts, Parent or liabilities, obligations and duties of the Company and Merger Sub Inc.: 1 shall become debts, liabilities, obligations and duties of the Surviving Corporation; (B) (i) the certificate of incorporation of Merger Sub 1, as in effect immediately prior to the First Effective Time, shall become the certificate of incorporation of the Surviving Corporation; and (ii) the bylaws of Merger Sub 1, as in effect immediately prior to the First Effective Time, shall become the bylaws of the Surviving Corporation, except that the name of the Surviving Company shall be “Adenza Holdings, Inc.”, in each case, until thereafter amended as provided therein or by applicable Law; (C) the directors and officers of Merger Sub 1 at the First Effective Time shall become the directors and officers of the Surviving Corporation, in each case until successors are duly elected or appointed in accordance with the articles of incorporation and bylaws of the Surviving Corporation and the DGCL, or until their earlier death, resignation or removal; (D) each share of Company Common Stock common stock of Merger Sub 1 issued and outstanding immediately prior to the First Effective Time, other than shares of Company Common Stock to be cancelled pursuant to Section 2.01(a)(ii) (the “Excluded Shares”), shall Time will be converted into 67.8668567 (the “Exchange Ratio”) and become one validly issued, fully paid and nonassessable shares non-assessable share of Parent Common Stock common stock of the Surviving Corporation; and (collectively, the “Merger Consideration”), subject to adjustment in accordance with Section 2.02 and (AE) each share of Company Common Stock that was Share issued and outstanding immediately prior to the First Effective Time represented by a certificate and (B) each uncertificated share of Company Common Stock that immediately prior to the First Effective Time was registered to a holder on the stock transfer books of the Company (other than Excluded SharesCompany Shares held in the treasury of the Company) and all rights in respect thereof shall cease to be outstanding, shall be cancelled and forthwith cease to exist and all such Company Shares shall thereafter collectively be converted into and represent only the right to receive receive, upon delivery of a duly executed and completed letter of transmittal in customary form (the “Letter of Transmittal”), the Merger Consideration and the rightConsideration, if anywhich Merger Consideration, to receive cash in lieu of any fractional shares of Company Common Stock pursuant to Section 2.04, in each case without any interest. The Merger Consideration issued (and paid) in accordance with Treasury Regulations Section 1.358-2(a)(2)(ii), shall be allocated among the terms of this Article II upon conversion of any shares of Company Common Stock and delivery of duly executed letters of transmittal Shares in accordance with Section 2.03 will be deemed 1.1(a)(ii)(E) of the Company Disclosure Schedule; provided that, notwithstanding any other provision of this Agreement, the entitlement to have been issued (and paid) the allocation of the Merger Consideration in full satisfaction respect of all rights pertaining to such shares any share of a class or series of Company Common Stock, and after Shares shall be the First Effective Time there will be no further registration same as that of transfers on the stock transfer books any other share of the First Merger Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the First Effective Time. Ifsame class or series, after the First Effective Time, any duly executed letters of transmittal with respect to former shares of Company Common Stock are presented to the First Merger Surviving Corporation or the Transfer Agent for any reason, they will be treated in accordance with this Article IIas applicable.

First Merger. (i) The First Merger will be consummated by the filing of a certificate of merger in customary form with the Secretary of State of the State of Delaware (the “First Certificate of Merger”) in accordance with the DGCL and the DLLCA. Upon such filing, Merger Sub shall be merged with and into the Company, the separate existence of Merger Sub shall cease and the Company shall continue as the surviving company under the laws of the State of Delaware (the “Initial Surviving Company”). The First Merger shall be effective at such time as the First Certificate of Merger is duly filed with and accepted for record by the Secretary of State of the State of Delaware or such later time as the parties may specify in the First Certificate of Merger (the “First Effective Time”). (ii) At the First Effective Time, by virtue of the First Merger and without any further action on by any other Person: (A) all the part properties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Initial Surviving Company and all debts, liabilities, obligations and duties of the Company and Merger Sub shall become debts, liabilities, obligations and duties of the Initial Surviving Company; (B) (1) the certificate of formation of the Company, Parentas in effect immediately prior to the First Effective Time, Merger shall be the certificate of formation of the Initial Surviving Company as of the First Effective Time and (2) the LLC Agreement, as in effect immediately prior to the First Effective Time, shall be the limited liability company agreement of the Initial Surviving Company as of the First Effective Time; (C) the directors and officers of ▇▇▇▇▇▇ Sub Inc. or at the holders First Effective Time shall be installed as the managers and officers of any Equity Interests in the Initial Surviving Company, Parent in each case until successors are duly elected or Merger Sub Inc.: appointed in accordance with the certificate of formation and limited liability company agreement of the Initial Surviving Company and the DLLCA; (iD) each share of Company Common Stock common stock of Merger Sub issued and outstanding immediately prior to the First Effective Time, other than shares of Company Common Stock to be cancelled pursuant to Section 2.01(a)(ii) (the “Excluded Shares”), shall Time will be converted into 67.8668567 (the “Exchange Ratio”) and become one validly issued, fully paid and nonassessable shares non-assessable unit of Parent Common Stock limited liability company interest of the Initial Surviving Company; and (collectively, the “Merger Consideration”), subject to adjustment in accordance with Section 2.02 and (AE) each share of Company Common Stock that was Unit issued and outstanding immediately prior to the First Effective Time represented by a certificate and (B) each uncertificated share of Company Common Stock that immediately prior to the First Effective Time was registered to a holder on the stock transfer books of the Company (other than Excluded Shares) all rights in respect thereof shall cease to be outstanding, shall be cancelled and forthwith cease to exist and shall thereafter be converted into and represent only solely the right to receive receive, without interest, the Merger Consideration Closing Equity Proceeds pursuant to, and the right, if any, subject to receive cash in lieu of any fractional shares of Company Common Stock pursuant to Section 2.04, in each case without any interest. The Merger Consideration issued (and paid) in accordance with the terms of and conditions of, this Article II upon conversion of any shares of Company Common Stock and delivery of duly executed letters of transmittal in accordance with Section 2.03 will be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock, and after the First Effective Time there will be no further registration of transfers on the stock transfer books of the First Merger Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the First Effective Time. If, after the First Effective Time, any duly executed letters of transmittal with respect to former shares of Company Common Stock are presented to the First Merger Surviving Corporation or the Transfer Agent for any reason, they will be treated in accordance with this Article IIAgreement.