Common use of Conversion of Company Common Stock Clause in Contracts

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, shall automatically be converted at the Effective Time into the right to receive $7.00 in cash, without interest (the “Merger Consideration”), and all of such Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate representing a Share (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Section 2.05.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, Time (other than Excluded shares to be canceled in accordance with Section 2.01(b) and the Appraisal Shares, ) shall automatically be converted at the Effective Time into the right to receive $7.00 60.00 in cash, without interest (the “"Merger Consideration”"), . At the Effective Time all such shares shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and each holder of a certificate representing a Share that immediately prior to the Effective Time represented any such shares (a “"Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares") shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Section 2.05.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, Time (other than Excluded (i) Canceled Shares, (ii) Dissenting Shares, and (iii) Subsidiary Converted Shares) shall automatically be converted at the Effective Time into the right to receive $7.00 190.00 in cash, without interest (the “Merger Consideration”). At the Effective Time, such shares shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and each holder of a certificate representing a Share or evidence of shares in book-entry form that immediately prior to the Effective Time represented any such shares (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Section 2.05Consideration in accordance with the terms of this Agreement.

Conversion of Company Common Stock. Each Subject to Section 1.9(i), each issued and outstanding share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, shares to be canceled in accordance with Section 1.8(b) and those converted in accordance with Section 1.8(c)) shall automatically be converted at the Effective Time into the right to receive $7.00 11.75 in cash, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and retired and shall cease to exist, and each holder of a certificate representing a Share (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any such shares of the Shares (other than Excluded Shares) Company Common Stock shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive receive, upon the surrender of such certificates, the Merger Consideration, without interest thereon, subject to Section 2.05.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, Time (excluding shares to be canceled or converted in accordance with Section 2.01(b)) shall automatically be converted at the Effective Time into the right to receive $7.00 45.50 in cash, without interest (the “Merger Consideration”). At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and retired and shall cease to exist, and each holder of a certificate representing a Share that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject Consideration and any dividends or other distributions with a record date prior to Section 2.05the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, other than Excluded shares to be canceled in accordance with Section 2.1(b) and Dissenting Shares, ) shall automatically thereupon be converted at the Effective Time automatically into and shall thereafter represent the right to receive an amount in cash equal to $7.00 in cash17.50, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and each certificate representing holder of a Share certificate, which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration to be paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.2(b), without interest thereon, subject to Section 2.05interest.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, Time (other than Excluded shares canceled pursuant to Section 2.01(b)(ii) and Appraisal Shares), including all accrued and unpaid dividends thereon, shall be automatically be converted at the Effective Time into and become the right to receive $7.00 in cashthe Per Share Amount. At the Effective Time, without interest (the “Merger Consideration”), all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and each holder of a certificate representing a Share (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly immediately prior to the Effective Time represented any such shares of the Shares (other than Excluded Shares) Company Common Stock shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive only the Merger ConsiderationPer Share Amount, without interest thereon, subject to Section 2.05interest.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, Time (excluding shares to be canceled in accordance with Section 3.01(b)) shall automatically be converted at the Effective Time into the right to receive $7.00 the Offer Price in cash, without interest (the “Merger Consideration”). At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and each holder of a certificate representing a Share (or evidence of shares in book-entry form) that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Section 2.05.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective TimeTime (not including, other than Excluded Shareshowever, those shares of Company Common Stock cancelled pursuant to Section 3.01(a)) shall automatically be converted at the Effective Time into and become the right to receive $7.00 an amount in cash, without interest interest, equal to $20.00 (the “Merger Consideration”), and all . All shares of such Shares shall cease Company Common Stock that have been converted in the Merger into the right to be outstanding, receive the Merger Consideration shall be automatically cancelled and shall cease to exist, and each certificate representing a Share (a “Certificate”) or non-certificated Share the holders of Certificates that immediately prior to the Effective Time represented by book-entry (“Book-Entry Shares”) that formerly represented any shares of the Shares (other than Excluded Shares) Company Common Stock shall thereafter be cancelled and cease to have any rights with respect thereto, except to such shares other than the right to receive the Merger Consideration, without interest thereon, subject to Consideration in accordance with Section 2.053.02 of this Agreement.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, Time (other than Excluded Shares, shares to be cancelled in accordance with Section 2.08(b)) and the Appraisal Shares shall automatically be converted at the Effective Time into the right to receive $7.00 from the Surviving Corporation in cash, without interest interest, the Offer Price (the “"Merger Consideration”"). At the Effective Time, all such shares shall no longer be outstanding and all of such Shares shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing a Share that immediately prior to the Effective Time represented any such shares (a “"Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares") shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Section 2.05.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, other than Excluded shares to be canceled in accordance with Section 2.1(b) and Dissenting Shares, ) shall automatically be converted at the Effective Time automatically into and shall thereafter represent the right to receive $7.00 3.57 in cash, without interest (the “Merger Consideration”). As of the Effective Time, each such share of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and each holder of a certificate representing a Share (or evidence of shares in book-entry form) which immediately prior to the Effective Time represented any such share of Company Common Stock (each, a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration to be paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.2(b), without interest thereon, subject to Section 2.05interest.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, (other than Excluded the Canceled Shares, Dissenting Shares (except as provided in paragraph (d) below), Disputed Claims Reserve Shares and Restricted Shares) shall automatically be converted at the Effective Time into the right to receive $7.00 US$37.00 in cash, without interest (the “Merger Consideration”), less any required withholding taxes. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and retired and shall cease to exist, and each holder of a certificate representing a Share (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any such shares of the Shares (other than Excluded Shares) Company Common Stock shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration and declared but unpaid dividends, without interest thereoninterest, subject to upon surrender of such certificate in accordance with, or as otherwise contemplated by, Section 2.052.02 of this Agreement.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, Time (other than Excluded shares to be canceled in accordance with Section 2.1(b) and Dissenting Shares, ) shall automatically be converted at the Effective Time into the right to receive $7.00 53.00 in cash, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and each holder of a certificate representing a Share (or evidence of shares in book-entry form) which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration to be paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.2(b), without interest thereon, subject to Section 2.05interest.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, Time (other than Excluded Shares, Shares to be cancelled in accordance with Section 3.1(b)) shall automatically be converted at the Effective Time into the right to receive $7.00 in cashcash an amount per share (subject to any applicable withholding tax specified in Section 3.6) equal to the Offer Price, without interest (the “Merger Consideration”), and upon the surrender of the certificate representing such Shares as provided in Section 3.3. At the Effective Time all of such Shares shall cease to no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist, and each certificate representing a Share (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any holder of the such Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Section 2.05Consideration as provided herein.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, other than Excluded shares to be canceled in accordance with Section 2.1(b) and Dissenting Shares, ) shall automatically be converted at the Effective Time automatically into and shall thereafter represent the right to receive an amount in cash equal to $7.00 in cash12.55, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and each certificate representing holder of a Share certificate, which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration to be paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.2(b), without interest thereon, subject to Section 2.05interest.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, other than Excluded Time (excluding shares to be canceled in accordance with Section 3.01(b) and the Dissenting Shares, ) shall automatically be converted at the Effective Time into the right to receive $7.00 the Offer Price in cash, without interest (the “Merger Consideration”). At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and each holder of a certificate representing a Share (or evidence of shares in book-entry form) that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Section 2.05.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, Time (other than Excluded Shares, shares to be canceled in accordance with Section 2.01(b) and Company Restricted Stock) shall automatically be converted at the Effective Time into the right to receive $7.00 30.50 in cash, without interest (the “Merger Consideration”). At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and each holder of a certificate representing a Share that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject Consideration and any declared dividends with a record date prior to Section 2.05the Effective Time that remain unpaid as of the Effective Time and that are due to such holder.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, Time (other than Excluded shares cancelled pursuant to Section 1.8(b) and Dissenting Shares, ) shall automatically be converted at the Effective Time into and become the right to receive an amount equal to $7.00 0.30 in cash, without interest thereon (the “"Common Merger Consideration”"). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to be outstanding, shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing a Share (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any such shares of the Shares (other than Excluded Shares) Company Common Stock shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Common Merger Consideration, without interest thereon, subject to Section 2.05upon surrender of such certificate(s) in accordance with Article 2.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective TimeTime or issuable pursuant to any outstanding options, warrants or other than Excluded rights (including shares of Company Restricted Stock, but excluding shares to be canceled in accordance with Section 3.01(b) and, except as provided in Section 3.01(d), the Appraisal Shares, ) shall automatically be converted at the Effective Time into the right to receive $7.00 25.50 in cash, without interest (the “Merger Consideration”). At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and each holder of a certificate representing a Share that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Section 2.05.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock Stock, other than shares to be canceled in accordance with Section 2.1(c) and Dissenting Shares (each a “Share” and collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time, other than Excluded Shares), shall automatically be converted at the Effective Time into the right to receive a cash amount equal to $7.00 in cash1.05, without interest (the “Merger Consideration”)) pursuant to the terms and conditions set forth in Section 2.2. As of the Effective Time, and all of such Shares shall cease to no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate representing a Share which immediately prior to the Effective Time represented any such Shares (each, a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration to be paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.2(b), without interest thereon, subject to Section 2.05interest.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”or any fraction thereof) issued and outstanding immediately prior to the Effective Time, other than Excluded SharesTime (except shares to be cancelled pursuant to Section 2.1(b) and any Dissenting Shares (as defined in Section 2.1(e)), shall automatically be converted at the Effective Time into the right to receive One Dollar and Eighty-Two Cents ($7.00 1.82) in cashcash (the "Merger Consideration") payable, without interest (interest, to the “Merger Consideration”), and all holder of such Shares shares, upon surrender, in the manner provided by Section 2.2. Upon such conversion, each holder of any shares of Company Common Stock shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate representing a Share (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Consideration in consideration therefor upon the surrender of such certificate or otherwise upon compliance with Section 2.052.2.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, other than Excluded shares to be canceled in accordance with Section 2.1(b) and Dissenting Shares, ) shall automatically be converted at the Effective Time into the right to receive $7.00 45.00 in cash, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and each holder of a certificate representing a Share (or evidence of shares in book-entry form) which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereonless any required withholding of Taxes, subject to be paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.052.2(b).

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, Time (other than Excluded Shares, shares to be canceled in accordance with Section 2.1(c) and the Dissenting Shares (as defined in Section 2.1(d)) shall automatically be converted at the Effective Time into the right to receive $7.00 from the Surviving Corporation in cash, without interest interest, the price per share paid pursuant to the Offer (the “Merger Consideration”), and . At the Effective Time all of such Shares shares shall cease to no longer be outstanding, shall be cancelled outstanding and shall automatically be canceled, retired and cease to exist, and each holder of a certificate representing a Share that immediately prior to the Effective Time represented any such shares (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Section 2.05.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, Time (other than Excluded Shares, Dissenting Shares and any shares to be canceled pursuant to Section 1.6(c)) shall automatically be canceled and shall be converted at automatically by virtue of the Effective Time Merger into the right to receive $7.00 61.00 in cash, without interest cash payable to the holder thereof (the “"Merger Consideration”"). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and and, subject to Section 1.6(d), each holder of a certificate representing a Share (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any such shares of the Shares (other than Excluded Shares) Company Common Stock shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Section 2.05.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective TimeTime (including each share of Restricted Stock, other than Excluded but excluding shares to be canceled in accordance with Section 3.01(b) and except as provided in Section 3.01(d) with respect to the Appraisal Shares, ) shall automatically be converted at the Effective Time into the right to receive $7.00 17.50 in cash, without interest and subject to any withholding of Taxes required by applicable Law (the “Merger Consideration”). At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and each holder of a certificate representing a Share (or evidence of shares in book-entry form) that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Section 2.05.

Conversion of Company Common Stock. Each (1) Subject to Sections 2.01(b) and 2.01(d), each issued and outstanding share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, shall automatically be converted at the Effective Time into the right to receive $7.00 43.60 in cash, without interest . (2) The cash payable upon the conversion of shares of Company Common Stock pursuant to this Section 2.01(c) is referred to collectively as the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and retired and shall cease to exist, and each holder of a certificate representing a Share (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any such shares of the Shares (other than Excluded Shares) Company Common Stock shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration upon surrender of such certificate in accordance with Section 2.02, without interest thereon, subject to Section 2.05interest.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, Time (other than Excluded shares cancelled pursuant to Section 1.8(b) and Dissenting Shares, ) shall automatically be converted at the Effective Time into and become the right to receive an amount equal to $7.00 0.30 in cash, without interest thereon (the “Common Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to be outstanding, shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing a Share (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any such shares of the Shares (other than Excluded Shares) Company Common Stock shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Common Merger Consideration, without interest thereon, subject to Section 2.05upon surrender of such certificate(s) in accordance with Article 2.

Conversion of Company Common Stock. Each share of Company Common Stock (the “other than Excluded Shares and Dissenting Shares”) issued and outstanding immediately prior to the Effective TimeTime (such shares of Company Common Stock are hereinafter referred to each, other than Excluded as a "Share" and collectively, as the "Shares"), shall automatically be converted at the Effective Time into the right to receive $7.00 17.00 in cash, without interest (the “"Merger Consideration”"). At the Effective Time, and all of such Shares shall cease to be outstanding, shall be cancelled automatically and shall cease to exist, and each certificate representing a Share (a “Certificate”) or non-certificated Share the holders of certificates which immediately prior to the Effective Time represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Sharesthe "Certificates") shall thereafter be cancelled and cease to have any rights with respect theretoto the Shares, except other than the right to receive the Merger Consideration, Consideration (without any interest being payable thereon, subject to ) upon surrender of the Certificates in accordance with Section 2.052.2.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective TimeTime or issuable pursuant to any outstanding options, warrants or other than Excluded rights (including shares of Company Restricted Stock, but excluding shares to be canceled in accordance with Section 3.01(b) and, except as provided in Section 3.01(d), the Appraisal Shares, ) shall automatically be converted at the Effective Time into the right to receive $7.00 25.50 in cash, without interest (the “"Merger Consideration”"). At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and each holder of a certificate representing a Share (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly immediately prior to the Effective Time represented any such shares of the Shares Company Common Stock (other than Excluded Shareseach, a "Certificate") shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Section 2.05.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, Time (other than Excluded Shares, Dissenting Shares and any shares to be canceled pursuant to Section 1.6(c)) shall automatically be canceled and shall be converted at automatically by virtue of the Effective Time Merger into the right to receive $7.00 61.00 in cash, without interest cash payable to the holder thereof (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and and, subject to Section 1.6(d), each holder of a certificate representing a Share (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any such shares of the Shares (other than Excluded Shares) Company Common Stock shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Section 2.05.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, Time (other than Excluded shares to be canceled in accordance with Section 2.01(b) and the Appraisal Shares, ) shall automatically be converted at the Effective Time into the right to receive $7.00 44.50 in cash, without interest (the “Merger Consideration”). At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and retired and shall cease to exist, and each holder of a certificate representing a Share which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Section 2.05.

Conversion of Company Common Stock. Each share of common stock, par value $0.10 per share, of the Company (“Common Stock (the “SharesStock”) issued and outstanding immediately prior to the Effective Time, Time (other than Excluded Shares and Dissenting Shares, shall ) will automatically be cancelled and converted at the Effective Time into the right to receive $7.00 an amount in cash, without interest interest, equal to $25.35 (the “Merger Consideration”), and all whereupon such shares of such Shares shall Common Stock will cease to exist and no longer be outstanding, shall be cancelled and shall cease to exist, and each certificate representing a Share holder thereof (together with each holder of any Excluded Shares or Dissenting Shares, each, a “CertificateStockholder”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and will cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereoninterest, subject to upon surrender of Certificates or Book-Entry Shares in accordance with Section 2.052.4.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, Time (other than Excluded shares to be canceled in accordance with Section 2.01(b) and the Appraisal Shares, ) shall automatically be converted at the Effective Time into the right to receive $7.00 73.00 in cash, without interest (the “"Merger Consideration”"), . At the Effective Time all such shares shall no longer be out standing and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and each holder of a certificate representing a Share that immediately prior to the Effective Time represented any such shares (a “"Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares") shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject Consideration with respect to Section 2.05each such share.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, other than Excluded shares to be canceled in accordance with Section 2.1(b) and Dissenting Shares, ) shall automatically be converted at the Effective Time automatically into and shall thereafter represent solely the right to receive an amount in cash equal to $7.00 in cash61.00, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and each certificate representing holder of a Share certificate, which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) ), shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration to be paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.2(b), without interest thereon, subject to Section 2.05interest.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, Time (other than Excluded Shares, shares to be cancelled in accordance with Section 2.08(b)) and the Appraisal Shares (as defined in Section 2.08(d)) shall automatically be converted at the Effective Time into the right to receive $7.00 from the Surviving Corporation in cash, without interest interest, the Offer Price (the “"Merger Consideration”"), . At the Effective Time all such shares shall no longer be outstanding and all of such Shares shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing a Share that immediately prior to the Effective Time represented any such shares (a “"Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares") shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Section 2.05.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, other than Excluded Time (excluding (i) and (ii) the Dissenting Shares, ) shall automatically be converted at the Effective Time into the right to receive $7.00 in cash, without interest (the “Merger Consideration”). At the Effective Time, all shares of Company Common Stock issued and all of such Shares outstanding immediately prior to the Effective Time shall cease to no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder thereof (or of a certificate representing a Share that immediately prior to the Effective Time represented any such (each, a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares)) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Section 2.05.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, other than Excluded shares to be canceled in accordance with Section 2.1(b) and Dissenting Shares, ) shall automatically be converted at the Effective Time automatically into and shall thereafter represent the right to receive $7.00 25.00 in cash, without interest (the “Merger Consideration”). As of the Effective Time, each such share of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and each holder of a certificate representing a Share (or evidence of shares in book-entry form) which immediately prior to the Effective Time represented any such share of Company Common Stock (each, a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration to be paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.2(b), without interest thereon, subject to Section 2.05interest.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, other than Excluded shares to be canceled in accordance with Section 2.1(b) and Dissenting Shares, ) shall automatically be converted at the Effective Time automatically into and shall thereafter represent the right to receive an amount in cash equal to $7.00 in cash11.05, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and each certificate representing holder of a Share certificate, which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration to be paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.2(b), without interest thereon, subject to Section 2.05interest.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, other than Excluded shares to be canceled in accordance with Section 2.1(b) and Dissenting Shares, ) shall automatically be converted at the Effective Time automatically into and shall thereafter represent the right to receive $7.00 21.25 in cash, without interest (the “Merger Consideration”). As of the Effective Time, each such share of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and each holder of a certificate representing a Share (or evidence of shares in book-entry form) which immediately prior to the Effective Time represented any such share of Company Common Stock (each, a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration to be paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.2(b), without interest thereon, subject to Section 2.05interest.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, other than Excluded Time (excluding the Dissenting Shares and the Cancelled Shares, ) shall automatically be converted at the Effective Time into the right to receive $7.00 0.21 in cashcash per share of Company Common Stock, without interest (the “Merger Consideration”). At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to be outstanding, shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing a Share that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject Consideration and any dividends or other distributions with a record date prior to Section 2.05the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) Share issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, shall automatically be converted at the Effective Time into the right to receive $7.00 58.50 in cash, without interest (the “Merger Consideration”), and all of such Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate representing a Share (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Section ‎Section 2.05.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, Time (other than Excluded (i) Canceled Shares, (ii) Dissenting Shares, and (iii) Subsidiary Converted Shares) shall automatically be converted at the Effective Time into the right to receive $7.00 35.00 in cash, without interest (the “Merger Consideration”). At the Effective Time, such shares shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and each holder of a certificate representing a Share or evidence of shares in book-entry form that immediately prior to the Effective Time represented any such shares (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Section 2.05Consideration in accordance with the terms of this Agreement.

Conversion of Company Common Stock. Each share of the ---------------------------------- Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, Time (other than Excluded Shares, shall automatically any shares of Company Common Stock to be canceled pursuant to Section 3.1(c)) will be converted at the Effective Time into the right to receive $7.00 12.00 in cash, without interest (the “"Merger Consideration”"), and all upon surrender of the certificate or certificates which immediately prior to the Effective Time represented such Shares shall cease to be outstandingCompany Common Stock. All shares of Company Common Stock, when converted, shall no longer be cancelled outstanding and shall cease to exist, automatically be canceled and retired and each holder of a certificate representing a Share (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) such shares shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the such Merger Consideration, without interest thereon, subject to Section 2.05.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, Time (other than Excluded shares to be canceled in accordance with Section 2.01(a)(i) and the Appraisal Shares), shall automatically including the shares of Company Restricted Stock, shall, subject to Section 2.02(h), be converted at the Effective Time into the right to receive $7.00 35.00 in cash, without interest (the “Merger Consideration”), . At the Effective Time all such shares shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and retired and shall cease to exist, and each holder of a certificate representing a Share that immediately prior to the Effective Time represented any such shares (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Section 2.05.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, Time (other than Excluded (i) shares to be cancelled and retired in accordance with Section 3.01(a), and (ii) Dissenting Shares, shall automatically ) will be converted at the Effective Time into the right to receive $7.00 in cash, without interest (the “Merger Consideration”). At the Effective Time, all shares of Company Common Stock will no longer be outstanding and all shares of such Shares shall cease to be outstanding, shall Company Common Stock will be cancelled and shall retired and will cease to exist, and and, subject to Section 3.03, each holder of a certificate formerly representing a Share any such shares (each, a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and will cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Consideration in accordance with Section 2.053.02 hereof.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, Time (other than Excluded Shares, shares to be canceled in accordance with Section 3.01(b)) shall automatically be converted at the Effective Time into the right to receive $7.00 from the Surviving Corporation, in cashcash and without interest, without interest an amount equal to the Offer Price paid in the Offer (the “Merger Consideration”), . At the Effective Time such shares shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and each certificate representing holder of a Share certificate, or evidence of shares held in book-entry form, that immediately prior to the Effective Time represented any such shares (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Section 2.05Consideration in accordance with the terms of this Agreement.

Conversion of Company Common Stock. Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock (the Stock,” and each, a “SharesShare”) that is issued and outstanding immediately prior to the Effective Time, other than Excluded but excluding Cancelled Shares and Dissenting Shares, shall automatically be converted at the Effective Time automatically into the right to receive an amount in cash equal to $7.00 in cash63.50 per Share, without interest (the “Merger Consideration”), and all of such . All Shares shall cease that have been converted into the right to be outstanding, receive the Merger Consideration as provided in this Section 2.01(a)(i) shall be automatically cancelled upon the conversion thereof and shall cease to exist, and each certificate representing a Share (a “Certificate”) or non-certificated Share represented by book-entry (“any holder of Book-Entry Shares”) , or Certificates that formerly immediately prior to the Effective Time represented any of the Shares (other than Excluded such Shares) , shall thereafter be cancelled and cease to have any rights right with respect thereto, except to such Shares other than the right to receive the Merger Consideration, without interest thereon, subject to Section 2.05.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, other than Excluded including Company Restricted Shares, shall automatically but excluding shares to be canceled or to be converted at the Effective Time in accordance with Section 1.07(b) and, except as provided in Section 1.07(d), Appraisal Shares) shall be converted into the right to receive $7.00 41.00 in cash, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and retired and shall cease to exist, and each certificate representing a Share (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented holder of any such shares of the Shares (other than Excluded Shares) Company Common Stock shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration in accordance with Section 1.08, without interest thereon, subject to Section 2.05interest.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time, other than Excluded shares to be canceled in accordance with Section 2.1(b) and Dissenting Shares, ) shall automatically be converted at the Effective Time automatically into and shall thereafter represent the right to receive an amount in cash equal to $7.00 in cash17.25, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and all of such Shares shall cease to automatically be outstanding, shall be cancelled canceled and shall cease to exist, and each certificate representing holder of a Share certificate, which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) ), shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration to be paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.2(b), without interest thereon, subject to Section 2.05interest.