Common use of Conversion of Company Common Shares Clause in Contracts

Conversion of Company Common Shares. All Company Common Shares that are issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled or converted in accordance with Section 2.1(b)) shall be automatically converted into the right to receive the Merger Consideration payable in respect of such Company Common Shares. As of the Effective Time, all such Company Common Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such Company Common Shares (a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration with respect to such Company Common Shares.

Conversion of Company Common Shares. All Subject to the provisions of this Section 2.1, each Company Common Shares that are Share, other than shares canceled pursuant to Section 2.1(b), issued and outstanding immediately prior to the Effective Time (other than shares to shall by virtue of the Merger and without any action on the part of the holder thereof, be cancelled or converted in accordance with Section 2.1(b)) shall be automatically converted into the right to receive $38.00 in cash (the "Merger Consideration payable in respect of such Company Common SharesConsideration"). As of At the Effective Time, all such Company Common Shares shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented ("Certificate") representing any such Company Common Shares (a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration with respect to such Company Common SharesConsideration.

Conversion of Company Common Shares. All Each issued and outstanding share of Company Common Shares that are issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled or converted in accordance with Section 2.1(b)) shall be automatically converted into the right to receive a portion of the Merger Consideration payable determined in respect of such Company Common Sharesaccordance with Section 3 hereof. As of the Effective Time, all such shares of Company Common Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate that which immediately prior to the Effective Time represented any such shares of Company Common Shares (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Certificate in accordance with respect to such Company Common SharesSection 2(a), without interest.

Conversion of Company Common Shares. All Each Company Common Shares that are Share issued and outstanding immediately prior to the Effective Time (Time, other than shares to (A) any Dissenting Shares, (B) any Cancelled Shares and (C) any Company Restricted Shares (which shall be cancelled or converted treated in accordance with Section 2.1(b3.4)) , shall be automatically converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration payable in respect of such Company Common SharesConsideration”), without interest and less any applicable withholding Tax pursuant to Section 3.5. As of From and after the Effective Time, all such Company Common Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each applicable holder of a certificate that immediately prior to the Effective Time represented any such Company Common Shares (a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of Certificates or Book-Entry Shares in accordance with respect to such Company Common SharesSection 3.2 or Section 3.4.