COMPANY COMMON STOCK, COMPANY SERIES A PREFERRED STOCK AND
COMPANY SERIES B PREFERRED STOCK IMMEDIATELY PRIOR TO THE EFFECTIVE TIME, AND
THE RESPECTIVE HOLDERS THEREOF, SHALL HAVE THE RIGHT TO RECEIVE THE MERGER
CONSIDERATION IN ACCORDANCE WITH THIS SECTION 2.7 UPON THE SURRENDER OF THE
CERTIFICATE OR CERTIFICATES REPRESENTING SUCH SHARES.
(G)
EACH SHARE OF COMPANY COMMON STOCK HELD IN THE COMPANY'S TREASURY
AT THE EFFECTIVE TIME, IF ANY, SHALL, BY VIRTUE OF THE MERGER AND WITHOUT ANY
ACTION ON THE PART OF THE COMPANY, CEASE TO BE OUTSTANDING AND SHALL BE
CANCELLED AND RETIRED WITHOUT PAYMENT OF ANY MERGER CONSIDERATION OR ANY OTHER
CONSIDERATION THEREFOR.
9
2.8
EFFECT OF MERGER ON EXISTING COMMON STOCK OF PARENT.
AT THE
EFFECTIVE TIME, HOLDERS OF PARENT COMMON STOCK SHALL BE ENTITLED TO RECEIVE IN
RESPECT OF EACH SHARE OF PARENT COMMON STOCK, FIVE-YEAR WARRANTS (THE "NEW
PARENT WARRANTS") TO PURCHASE 0.333 SHARES OF PARENT COMMON STOCK FOLLOWING THE
CONSUMMATION OF THE MERGER AND OTHER TRANSACTIONS CONTEMPLATED HEREIN AT AN
EXERCISE PRICE OF 110% PER SHARE OF THE MOST RECENT PRIVATE PLACEMENT OF THE
COMPANY FROM THE DATE HEREOF AND ENDING SIX MONTHS FROM THE CLOSING DATE, WHICH
SUCH NEW PARENT WARRANTS SHALL EXPIRE FIVE (5) YEARS FROM THE DATE OF ISSUANCE.
AT AND AFTER THE EFFECTIVE TIME, PARENT WILL DELIVER TO EACH HOLDER OF A PARENT
COMMON STOCK A CERTIFICATE, EVIDENCING THE NEW PARENT WARRANTS.
PURSUANT TO
ARTICLE 5 HEREOF, SUCH NEW PARENT WARRANTS AND THE SHARES OF PARENT COMMON STOCK
ISSUABLE PURSUANT TO THE EXERCISE THEREOF SHALL BE REGISTERED WITH THE SEC UNDER
THE JOINT PROXY-REGISTRATION STATEMENT TO BE FILED WITH THE SEC FOLLOWING THE
EXECUTION OF THIS AGREEMENT IN RESPECT OF THE MERGER, THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY.
2.9
DELIVERY OF CERTIFICATES AND ELIGIBLE WARRANT AGREEMENTS.
AT AND
AFTER THE EFFECTIVE TIME, PARENT WILL MAKE AVAILABLE, AND EACH HOLDER OF AN
ISSUED AND OUTSTANDING SHARE OF COMPANY COMMON STOCK AND COMPANY PREFERRED
STOCK, AND EACH HOLDER OF AN ELIGIBLE WARRANT, WILL BE ENTITLED TO RECEIVE, (I)
UPON SURRENDER TO PARENT OR ITS REPRESENTATIVES OF ANY CERTIFICATES EVIDENCING
COMPANY COMMON STOCK AND COMPANY PREFERRED STOCK (THE "CERTIFICATES") FOR
CANCELLATION AND A LETTER OF TRANSMITTAL OR ASSIGNMENT SEPARATE FROM CERTIFICATE
IN CUSTOMARY FORM (WHICH WILL BE IN SUCH FORM AND HAVE SUCH OTHER PROVISIONS AS
PARENT WILL REASONABLY SPECIFY) (THE "TRANSMITTAL LETTER"); OR (II) UPON
DELIVERY TO PARENT OR ITS REPRESENTATIVES OF AGREEMENTS EVIDENCING THE ELIGIBLE
WARRANTS (THE "ELIGIBLE WARRANT AGREEMENTS") AND/OR OTHER CERTIFICATES OR
INSTRUMENTS EVIDENCING THE ELIGIBLE WARRANTS, IF ANY, THE PRO-RATA SHARE OF THE
MERGER CONSIDERATION, MERGER OPTIONS AND MERGER WARRANTS, AS APPLICABLE, INTO
WHICH SUCH COMPANY COMMON STOCK OR ELIGIBLE WARRANT HAVE BEEN CONVERTED INTO
PURSUANT TO THE MERGER, AND UPON SUCH SURRENDER OF EACH CERTIFICATE AND/OR THE
AGREEMENTS OR CERTIFICATES REPRESENTING THE ELIGIBLE WARRANTS, AND DELIVERY BY
PARENT OF THE AGGREGATE MERGER CONSIDERATION IN EXCHANGE THEREFOR, THE
PARTICIPATING COMPANY SHARES WILL FORTHWITH BE CANCELLED.
UNTIL SURRENDERED OR
DELIVERED AS CONTEMPLATED BY THIS SECTION 2.9,