Common use of Target Common Stock Clause in Contracts

Target Common Stock. Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares) shall be converted and exchanged, without any action on the part of the holders thereof, into the right to receive (without interest) (A) an amount equal to the Per Share Base Consideration, as adjusted by the Closing Escrow Amount as contemplated in Section 8.1(a) of the Agreement, and (B) subject to the provisions of Section 2.8, the Per Share Contingent Consideration, as adjusted by the Applicable Escrow Amounts as contemplated in Section 8.1(a) of the Agreement.

Target Common Stock. Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time (excluding other than the Dissenting Shares) shall be converted and exchanged, without any action on the part of the holders thereof, exchanged into the right to receive (without interest) (A) an amount per share in cash equal to the Per Share Base Considerationconsideration reflected in the Target Capitalization Spreadsheet, plus or minus, as adjusted by the Closing Escrow Amount as contemplated in Section 8.1(a) of the Agreement, and (B) subject to the provisions of Section 2.8applicable, the Per Share Contingent ConsiderationPro Rata Portion, in cash, of any Working Capital Adjustment and less the Escrow Amount, plus any consideration required to be released from the Escrow Fund in accordance with Article IX of this Agreement and the Escrow Agreement (as adjusted by the Applicable Escrow Amounts as contemplated in Section 8.1(a) of the Agreementhereinafter defined).

Target Common Stock. Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares) shall be converted and exchanged, without any action on the part of the holders thereof, into the right to receive (without interest) (A) an amount equal to the Per Share Base Consideration, as adjusted by the Closing Escrow Amount as contemplated in Section 8.1(a) of the Agreement, and (B) subject to the provisions of Section 2.8, the Per Share Contingent Consideration, as adjusted by the Applicable Escrow Amounts as contemplated in Section 8.1(a9.1(a) of the Agreement.

Target Common Stock. Each share of Target Common Stock issued and outstanding immediately prior to as of the Effective Time (excluding Dissenting Shares) shall be converted and exchanged, without any action on the part of the holders thereof, exchanged into the right to receive (without interest) (A) an amount in cash equal to to: following the end of the Earn-Out Period the Common Per Share Base Earn-Out Consideration, as adjusted by if any (the Closing Escrow Amount as contemplated in Section 8.1(a) of the Agreement, and (B) subject to the provisions of Section 2.8, the “Common Per Share Contingent Consideration, as adjusted by the Applicable Escrow Amounts as contemplated in Section 8.1(a) of the Agreement”).

Target Common Stock. Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares) shall be converted and exchanged, without any action on the part of the holders thereof, into the right to receive (without interest) (A) an amount of cash equal to the Per Share Base Consideration, as adjusted by the Closing Common Escrow Amount and Securityholders’ Agent Holdback Amount attributable to such share as contemplated in Section 8.1(a) Sections 2.7 and 2.11 of the Agreement, and (B) subject to the provisions of Section 2.8, the Per Share Contingent Consideration, as adjusted by the Applicable Escrow Amounts as contemplated in Section 8.1(a) of the this Agreement.