M&A Bootcamp booklet - Flipbook - Page 92
(iv) each share of Series C Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to
receive: (A) an amount in cash equal to: (1) the Series C Per Share Amount (as defined in Section 1.5(b)); minus (2) the Escrow
Contribution Amount per share of Series C Preferred Stock; minus (3) the Series C Per Share Shortfall Amount (as defined in Section 1.5
(b)); minus (4) the Stockholders’ Agent Escrow Contribution Amount per share of Series C Preferred Stock; plus (B) any cash
disbursements required to be made from the Escrow Fund with respect to such share to the former holder thereof in accordance with
the terms of the Escrow Agreement, as and when such disbursements are required to be made; plus (C) any cash disbursements
required to be made from the Stockholders’ Agent Escrow Fund with respect to such share to the former holder thereof in accordance
with the terms of the Stockholders’ Agent Escrow Agreement, as and when such disbursements are required to be made; plus (D) the
right to receive payments, if any, pursuant to Section 1.7;
(v) each share of Series D Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to
receive: (A) an amount in cash equal to: (1) the Series D Per Share Amount (as defined in Section 1.5(b)); minus (2) the Escrow
Contribution Amount per share of Series D Preferred Stock; minus (3) the Series D Per Share Shortfall Amount (as defined in
Section 1.5(b)); minus (4) the Stockholders’ Agent Escrow Contribution Amount per share of Series D Preferred Stock; plus (B) any
cash disbursements required to be made from the Escrow Fund with respect to such share to the former holder thereof in accordance
with the terms of the Escrow Agreement, as and when such disbursements are required to be made; plus (C) any cash disbursements
required to be made from the Stockholders’ Agent Escrow Fund with respect to such share to the former holder thereof in accordance
with the terms of the Stockholders’ Agent Escrow Agreement, as and when such disbursements are required to be made; plus (D) the
right to receive payments, if any, pursuant to Section 1.7;
(vi) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be cancelled and
extinguished and no payment or distribution shall be made with respect thereto; and
(vii) each share of the common stock, par value $0.001 per share, of Merger Sub outstanding immediately prior to the Effective
Time shall be converted into one share of common stock of the Surviving Corporation.
(viii) The amount of cash, if any, that each stockholder of the Company is entitled to receive for the shares of Company Capital
Stock held by such stockholder shall be rounded to the nearest cent (with $0.005 being rounded upward) and computed after
aggregating the cash amounts payable for all shares of each class and series of Company Capital Stock held by such stockholder.
(b) Definitions. For purposes of this Agreement:
(i) The “Aggregate Transaction Value” shall be: (A) $25,000,000; minus (B) the Balance Sheet Shortfall Amount, if any.
(ii) The “Balance Sheet Shortfall Amount” shall be the amount, if any, by which the amount calculated pursuant to the following
formula is less than zero: (A) the unrestricted cash, accounts receivable (including accounts receivable recorded in connection with
customer invoices generated upon shipment of product pursuant to valid enforceable Contracts with customers) (after taking into
account an allowance for doubtful accounts determined in accordance with GAAP) and inventory (not including excess and obsolete
inventory determined in accordance with GAAP and not including
3.