(b) No Further Ownership Rights in Class A-1 Common Stock, Class A-2 Common Stock and Class A-3 Common Stock. All shares of Common Stock (and, with respect to the shares of Class A-2 Common Stock, the cash provided in lieu of each fractional share) into which the Class A-1 Common Stock, Class A-2 Common Stock and Class A-3 Common Stock of the Corporation are reclassified pursuant to the Reorganization in accordance with the terms of this Plan shall be deemed to have been issued in full satisfaction of all rights pertaining to such Class A-1 Common Stock, Class A-2 Common Stock and Class A-3 Common Stock in the Corporation. Immediately following the Effective Time, Class A-1 Common Stock, Class A-2 Common Stock and Class A-3 Common Stock of the Corporation shall cease to exist, and the holder of such shares immediately prior to the Effective Time shall cease to have any rights with respect thereto.
(c) No Impact on Vesting Restrictions and Repurchase Rights. The conversion of Class A-1 Common Stock, Class A-2 Common Stock and Class A-3 Common Stock pursuant to Public Company Certificate of Incorporation will not limit, impair or otherwise modify any vesting restrictions or repurchase rights with respect to any equity issued by the Corporation to any officer or employee of the Corporation or any other person, which vesting restrictions and repurchase rights shall continue to apply to the shares of Common Stock issued hereby to any such persons until the expiration of such vesting restrictions and repurchase rights in accordance with their terms.
(d) Registration in Book-Entry. Shares of Common Stock issued in connection with the reclassification shall be uncertificated, and the Corporation shall register, or cause to be registered, such shares into which each outstanding shares of Class A-1 Common Stock, Class A-2 Common Stock and Class A-3 Common Stock shall have been reclassified as a result of the reclassification in book-entry form.
4. Implementation and Interpretation; Termination and Amendment. This Plan shall be implemented and interpreted by the Board, (a) each of which shall have full power and authority, subject to applicable law, to delegate and assign any matters covered hereunder to any other party(ies), including, without limitation, any officers of the Corporation, as the case may be, and (b) the interpretations and decisions of which shall be final, binding, and conclusive on all parties. The Board at any time prior to the Effective Time may terminate, amend or modify this Plan. Upon such termination of this Plan, if the Public Company Certificate of Incorporation have been filed with the Secretary of State of the State of Delaware, but have not become effective, any person or entity that was authorized to execute, deliver and file such certificates may execute, deliver and file a Certificate of Termination of such certificates.
5. Third Party Beneficiaries. This Plan shall not confer any rights or remedies upon any person or entity other than as express provided herein.
6. Severability. Whenever possible, each provision of this Plan will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Plan is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Plan.
7. Governing Law. This Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws rules of such state.