Incredimail 2011 Annual Report Download - page 153

1.8 Conversion of Shares .
(a) At the Effective Time:
(i) (A) Each share (a “ Series A Preferred Share ”) of the Company’
s Series A Preferred Stock, $0.001 par value, outstanding
at the Effective Time, but excluding Dissenting Shares (as defined in Section 1.11 hereof) and Excluded Shares (as defined in Section 1.8(a)(ii) hereof), shall by virtue
of the Merger and without any action on the part of any party hereto or any holder thereof, be converted into the right to receive cash in the per share amount
calculated as set forth on the spreadsheet (the “ Signing Spreadsheet ”) attached hereto as Exhibit C ) (the “ Series A Amount ”),
subject to adjustments and payable
as provided in this Agreement.
(B) Each share (a “ Series B Preferred Share ” and, together with the Series A Preferred Shares, the “ Preferred Shares ”
or the “ Preferred Stock ”) of the Company’
s Series B Preferred Stock, $0.001 par value, outstanding at the Effective Time, but excluding Dissenting Shares and
Excluded Shares, shall by virtue of the Merger and without any action on the part of any party hereto or any holder thereof, be converted into the right to receive cash
in the per share amount calculated as set forth in the Signing Spreadsheet (the “ Series B Amount ” and, together with the Series A Amount, the “
Preferred Amount
”)), subject to adjustments and payable as provided in this Agreement.
(C) Each share (a “ Common Share ” and, together with the Preferred Shares, each a “ Share ”) of the Company’
s common
stock, $0.001 par value (“ Company Common Stock ” and, together with the Preferred Stock, the “ Company Capital Stock ”),
outstanding at the Effective Time,
including Common Shares issued prior to the Effective Time upon exercise of Company Stock Options or Company Warrants or other convertible securities, but
excluding Dissenting Shares and Excluded Shares, shall by virtue of the Merger and without any action on the part of any party hereto or any holder thereof, be
converted into the right to receive cash in the per share amount calculated as set forth in the Signing Spreadsheet (the “ Common Amount ”
and, with respect to the
Preferred Shares, together with the applicable Preferred Amount, the “ Share Amount ”), subject to adjustments and payable as provided in this Agreement.
(D) Neither Parent nor Purchaser shall assume outstanding Company Stock Options, or issue any securities in exchange
therefor, in connection with the transactions contemplated hereby. Immediately prior to the Effective Time and subject to consummation of the Merger and the terms
and conditions of this Agreement, the vesting of all outstanding Company Stock Options shall be accelerated in full and at the Effective Time, each then outstanding
Company Stock Option shall terminate, and the holder thereof shall have the right to receive a cash payment in the amount equal to the product of (y) the Net Value of
each In-the-Money Option (as defined in Section 1.10(a) below) (the “ Option Net Value ”)
and (z) the number of shares of Common Stock subject thereto (such
product, the “ Option Amount ”), less any applicable Tax withholding, which the parties agree shall be a payment on a “change in the ownership” (
as defined in
Treasury Reg. Section 1.409A-
3(i)(5)(v)) of the Company. The Company shall take all actions reasonably necessary to effect the transactions contemplated by this
Section 1.8(a)(i)(D) under the Stock Option Plans, Company Stock Option agreements and any other applicable plan or arrangement of the Company.
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