Common use of Conversion of Company Common Shares Clause in Contracts

Conversion of Company Common Shares. Subject to Section 3.6, each Company Common Share issued and outstanding immediately prior to the Company Merger Effective Time, other than Company Common Shares to be canceled in accordance with Section 3.1(a)(ii), shall be automatically converted into the right to receive 0.230 (the “Exchange Ratio”) validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Merger Consideration”), without interest, but subject to any withholding required under applicable Tax Law, plus the right, if any, to receive pursuant to Section 3.8, cash in lieu of fractional shares of Parent Common Stock (the “Fractional Share Consideration”) into which such Company Common Shares would have been converted pursuant to this Section 3.1(a)(i). All Company Common Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share (a “Book-Entry Share”) that immediately prior to the Company Merger Effective Time evidenced Company Common Shares shall cease to have any rights with respect to such Company Common Shares, except, in all cases, the right to receive the Merger Consideration, without interest, in accordance with this Section 3.1(a)(i), including the right, if any, to receive the Fractional Share Consideration, together with the amounts, if any, payable pursuant to Section 3.4(e).

Conversion of Company Common Shares. Subject to Section 3.6, each Each Company Common Share issued and outstanding immediately prior to the Company Merger Effective Time, other than Time (including the Company Common Shares that become or are considered to be canceled outstanding pursuant to Section 3.2, but in accordance with Section 3.1(a)(ii), all cases excluding the Excluded Shares) shall be automatically converted into the right to receive 0.230 from Parent (i) 0.628 (as the same may be adjusted pursuant to Section 3.1(d)) (the “Exchange Ratio”) of a validly issued, fully paid and non-assessable shares nonassessable share of Parent Park Common Stock (the “Common Stock Consideration”), together with cash in lieu of fractional shares of Park Common Stock as specified in Section 3.7 (the “Fractional Share Consideration”), and (ii) $11.00 (as the same may be adjusted pursuant to Section 3.1(d)) in cash (the “Cash Consideration” and, together with the Common Stock Consideration and the Fractional Share Consideration, the “Merger Consideration”), in either case without interest, but subject to deductions of any applicable withholding required under applicable Tax Lawin accordance with Section 3.5. From and after the Effective Time, plus the right, if any, to receive pursuant to Section 3.8, cash in lieu of fractional shares of Parent Common Stock (the “Fractional Share Consideration”) into which all such Company Common Shares would have been converted pursuant to this Section 3.1(a)(i). All Company Common Shares, when so converted, shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to no longer exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Company Merger Effective Time evidenced Company Common Shares shall cease to have any rights with respect to such Company Common Shares, except, in all cases, the right to receive the Merger ConsiderationConsideration from Parent, without interest, in accordance with this Section 3.1(a)(i3.1(b), including the right, if any, to receive the Fractional Share Consideration, together with the amounts, if any, payable pursuant to Section 3.4(e3.3(e). Subject to Section 7.22, the shares of Park Common Stock delivered by Parent as the Common Stock Consideration shall be subject to the restrictions on ownership and transfer set forth in the Park Charter.