Common use of Company Shares Clause in Contracts

Company Shares. Upon the terms and subject to the conditions set forth in this Agreement, 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 of the following securities, the following shall occur: each Company Share issued and outstanding immediately prior to the Effective Time (other than Canceled Company Shares and Dissenting Company Shares) shall be canceled and extinguished and automatically converted into the right to receive cash in an amount equal to the Offer Price, without interest thereon (the “Merger Consideration”); provided, however, that the Merger Consideration shall be automatically adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Shares), cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Shares occurring on or after the date hereof and prior to the Effective Time. From and after the Effective Time, all Company Shares shall no longer be outstanding and shall automatically be cancelled, extinguished and cease to exist, and each holder of a Certificate or Book-Entry Share theretofore representing any Company Shares (other than Dissenting Company Shares) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable therefor upon the surrender or transfer thereof in accordance with the provisions of Section 2.6. The Merger Consideration paid in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares. From and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of Company Shares that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time, and if, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II.

Company Shares. Upon the terms and subject to the conditions set forth in this Agreement, 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 of the following securities, the following shall occur: each Company Share issued and outstanding immediately prior to the Effective Time (other than Company Restricted Stock, Canceled Company Shares and Dissenting Company Shares) shall be canceled and extinguished and automatically converted into the right to receive a cash in an amount equal to the Offer Price, without interest thereon (the “Merger Consideration”); provided, however, that the . The Merger Consideration shall be automatically adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Shares), cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Shares occurring on or after the date hereof and prior to the Effective Time. From and after the Effective Time, all Company Shares shall no longer be outstanding and shall automatically be cancelled, extinguished and cease to exist, and each holder of a Certificate or Book-Entry Share theretofore representing any Company Shares (other than Dissenting Company Shares) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable therefor upon the surrender or transfer thereof in accordance with the provisions of Section 2.6. The 2.8; the Merger Consideration paid in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares. From and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of Company Shares that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time, ; and if, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II.

Company Shares. Upon the terms and subject to the conditions set forth in this Agreement, 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 securities of Parent, Merger Sub or the following securitiesCompany, the following shall occur: each Company Share issued and outstanding immediately prior to the Effective Time (other than Canceled Company Shares and any Dissenting Company Shares) shall be canceled and extinguished and automatically converted into the right to receive a cash in an amount equal to the Offer Price, without interest thereon (the “Merger Consideration”); provided, however, that the . The Merger Consideration shall be automatically equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Shares), cash cash, dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Shares occurring on or after the date hereof and prior to the Effective Time. From and after the Effective Time, all Company Shares shall no longer be outstanding and shall automatically be cancelled, extinguished and cease to exist, and each holder of a Certificate or Book-Entry Share theretofore representing any Company Shares (other than Dissenting Company Shares) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable therefor upon the surrender or transfer thereof in accordance with the provisions of Section 2.6. The 2.7; the Merger Consideration paid in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares. From and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of Company Shares that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time, ; and if, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II.

Company Shares. Upon the terms and subject to the conditions set forth in this Agreement, at At the Effective Time: (i) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time and not owned directly or indirectly by the Company shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Subbe converted into the right to receive in cash, at the CompanyEffective Time, or the holders a pro rata portion of any a $16,870,000 million portion of the following securities, the following shall occur: Merger Consideration; and (ii) each share of Company Share Preferred Stock issued and outstanding immediately prior to the Effective Time and not owned directly or indirectly by the Company (other than Canceled Company Shares and Dissenting Company Sharesall associated rights including any dividends declared but not paid and any accrued dividends not declared) shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and extinguished and automatically converted into the right to receive cash in an amount equal a pro rata portion of the Merger Consideration less $16,870,000. All Company Shares owned by the Company immediately prior to the Offer PriceEffective Time shall, by virtue of the Merger and without interest thereon (any action on the “Merger Consideration”); providedpart of the holder thereof, howeverbe cancelled and retired, that the and no consideration shall be payable therefor. The Merger Consideration shall be automatically adjusted payable when due, as provided in this Agreement, by bank wire transfer of immediately available funds to reflect the effect account or accounts designated in writing by BHC in the case of any stock splitpayments in respect of Company Common Stock, reverse stock split, stock dividend (including any dividend or distribution and by Prudential in the case of securities convertible into payments in respect of Company Preferred Stock. All Company Shares), cash dividendsby virtue of the Merger and without any action on the part of the holders thereof, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Shares occurring on or after the date hereof and prior to the Effective Time. From and after the Effective Time, all Company Shares shall no longer be outstanding and shall automatically be cancelled, extinguished cancelled and retired and shall cease to exist, and each holder of a Certificate or Book-Entry Share theretofore certificate representing any such Company Shares (other than Dissenting Company Shares) shall thereafter cease to have any rights with respect theretoto such Company Shares, except for the right to receive payment of a portion of the Merger Consideration payable therefor as herein provided for such Company Shares upon the surrender or transfer thereof of such certificates in accordance with this Agreement and the provisions right, if any, to receive payment from the surviving corporation of Section 2.6. The Merger Consideration paid the "fair value" of such Company Shares as determined in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares. From and after the Effective Time, there shall be no further registration of transfers on the records Section 909 of the Surviving Maine Business Corporation of Company Shares that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time, and if, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article IIAct.

Company Shares. Upon the terms and subject to the conditions set forth in this Agreement, 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 securities of Parent, Merger Sub or the following securitiesCompany, the following shall occur: each Company Share issued and outstanding immediately prior to the Effective Time (other than Canceled Company Shares and any Dissenting Company Shares) shall be canceled and extinguished and automatically converted into the right to receive a cash in an amount equal to the Offer Price, without interest thereon Price (the “Merger Consideration”); provided, however, that the without any interest thereon and subject to any required withholding Taxes. The Merger Consideration shall be automatically equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Shares), cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Shares occurring on or after the date hereof and prior to the Effective Time. From and after the Effective Time, all Company Shares shall no longer be outstanding and shall automatically be cancelled, extinguished and cease to exist, and each holder of a Certificate or Book-Entry Share theretofore representing any Company Shares (other than Dissenting Company Shares) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable therefor upon the surrender or transfer thereof in accordance with the provisions of Section 2.62.7. The Merger Consideration paid in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares. From and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of Company Shares that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time, ; and if, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II.

Company Shares. Upon the terms and subject Subject to the conditions set forth in this AgreementArticle II, at the Effective Time, by virtue each share of the Merger and without any action on the part of ParentCompany's Common Stock, Merger Subno par value, the Company, or the holders of any of the following securities, the following shall occur: each Company Share issued and outstanding immediately prior to the Effective Time (other than Canceled Company Shares and Dissenting Company Shares) all of such shares collectively, the "COMPANY SHARES"), shall be canceled and extinguished and automatically converted into the right to receive cash that number of shares of common stock, par value $.0001 per share, of Parent ("PARENT COMMON STOCK") determined in an amount equal to accordance with the Offer Priceprovisions of Section 2.1(b), without interest thereon payable upon the surrender of the Certificates (the “Merger Consideration”as defined below); provided, however, that 250,000 additional shares of Parent Common Stock issuable pursuant to the Merger Consideration (hereinafter, the "CONTINGENT SHARES") shall be automatically adjusted delivered into escrow pursuant to reflect Section 2.1(d) and held as specified in the effect CDK Escrow Agreement (as defined below) and, to the extent such Contingent Shares are not applied to the payment of any stock splitindemnification claims against the Parent, reverse stock split, stock dividend (including any dividend or distribution the remaining Contingent Shares shall be surrendered to the Parent for cancellation and shall thereupon cease to exist. All of securities convertible into the Company Shares), cash dividendswhen so converted, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Shares occurring on or after the date hereof and prior to the Effective Time. From and after the Effective Time, all Company Shares shall no longer be outstanding and shall automatically be cancelled, extinguished cancelled and retired and shall cease to exist, and each holder of a Certificate or Book-Entry Share theretofore certificates representing any such Company Shares (other than Dissenting Company Shares) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable therefor shares of Parent Common Stock and a pro-rata portion of the Contingent Shares pursuant to this Section 2.1(a), all to be issued in consideration therefore upon the surrender or transfer thereof of certificates representing Company Shares in accordance with Section 2.2 (collectively, the provisions of Section 2.6"MERGER CONSIDERATION"). The Merger Consideration paid in accordance with the terms of this Article II shall be deemed payable to have been paid in full satisfaction of all rights pertaining to such Company Shares. From and after the Effective Time, there shall be no further registration of transfers on the records each holder of the Surviving Corporation of Company Shares that were issued and outstanding Company's Common Stock immediately prior to the Effective TimeTime (collectively, other than transfers the "Designated Company Stockholders") in respect of the Company Shares owned by such Company Stockholder shall be as set forth on Schedule 2.1(a), which schedule lists the name and mailing address of each Company Stockholder and identifies the number of shares of Parent Common Stock so issuable to reflect, in accordance with customary settlement procedures, trades effected prior such Company Stockholder (including the number of shares of such Parent Common Stock initially deliverable to the Effective TimeCDK Escrow Agent, and if, after the Effective Time, Certificates or Book-Entry Shares are presented Miletos Escrow Agent and subject to the Surviving Corporation for any reason, they shall be canceled and exchanged provisions of the Escrow Agreements) as provided described in this Article IISection 2.1(d) below.