Common use of Conversion of Company Common Stock Clause in Contracts

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including shares to be cancelled pursuant to Section 3.1(c) hereof and Dissenting Shares) shall be converted into the right to receive in cash an amount equal to the Offer Price paid in the Offer (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of any Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, to be issued or paid in consideration therefor in accordance with Section 3.2, without interest.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including excluding shares to be cancelled pursuant to canceled or converted in accordance with Section 3.1(c) hereof and Dissenting Shares2.01(b)) shall be converted into the right to receive $45.50 in cash an amount equal to the Offer Price paid in the Offer cash, without interest (the “Merger Consideration”). As of At the Effective Time, all such shares of Company Common Stock 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 any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, Consideration and any dividends or other distributions with a record date prior to be issued or paid in consideration therefor in accordance with Section 3.2, without interestthe Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time.

Conversion of Company Common Stock. Each Subject to Section 2.02(e), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to in accordance with Section 3.1(c) hereof and Dissenting Shares2.01(b)) shall be converted into the right to receive $13.00 in cash an amount equal to the Offer Price paid in the Offer cash, without interest (the “"Merger Consideration”"). As of At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, . The right of any holder of a Certificate to receive the Merger Consideration shall be issued or paid in consideration therefor in accordance with Section 3.2, without interestsubject to and reduced by the amount of any withholding that is required under applicable tax law.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to canceled in accordance with Section 3.1(c2.01(b) hereof and Dissenting the Appraisal Shares) ), together with the Rights associated therewith, shall be converted into the right to receive $31.55 in cash an amount equal to the Offer Price paid in the Offer cash, without interest (the “Merger Consideration”). As of At the Effective Time, all such shares of Company Common Stock and associated Rights shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, . The right of any holder of a Certificate to receive the Merger Consideration shall be issued or paid in consideration therefor in accordance with Section 3.2, without interestsubject to and reduced by the amount of any withholding that is required under applicable tax law.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to canceled in accordance with Section 3.1(c2.01(b) hereof and Dissenting SharesCompany Restricted Stock) shall be converted into the right to receive $30.50 in cash an amount equal to the Offer Price paid in the Offer cash, without interest (the “Merger Consideration”). As of At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, Consideration and any declared dividends with a record date prior to be issued or paid in consideration therefor in accordance with Section 3.2, without interestthe Effective Time that remain unpaid as of the Effective Time and that are due to such holder.

Conversion of Company Common Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of any Person, each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stockthe "Outstanding Company Common Stock"), but not including shares to be cancelled pursuant to Section 3.1(c) hereof and Dissenting Shares) shall be canceled and automatically converted into the right to receive receive, upon surrender of the certificates representing such shares and a letter of transmittal (which shall be in cash an amount equal to such form and have such provisions as Parent may reasonably specify), a ratable portion of the Offer Price paid Stock Consideration as determined in the Offer (the “Merger Consideration”)Section 2.6(c) below. As of At the Effective Time, all rights in respect of such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of any Outstanding Company Common Stock shall cease to have any rights with respect theretoexist, except other than the right to receive the Merger Stock Consideration, to and all such shares shall be issued or paid in consideration therefor in accordance with Section 3.2, without interestcancelled and retired.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to canceled in accordance with Section 3.1(c2.01(b) hereof and Dissenting the Appraisal Shares) shall be converted into the right to receive $7.41 in cash an amount equal to the Offer Price paid in the Offer cash, without interest (the “"Merger Consideration”"). As of At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, . The right of any holder of a Certificate to receive the Merger Consideration shall be issued or paid in consideration therefor in accordance with Section 3.2, without interestsubject to and reduced by the amount of any withholding that is required under applicable tax law.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to canceled in accordance with Section 3.1(c2.01(b) hereof and Dissenting the Appraisal Shares) shall be converted into the right to receive $5.74 in cash an amount equal to the Offer Price paid in the Offer cash, without interest (the “"Merger Consideration”"). As of At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, . The right of any holder of a Certificate to receive the Merger Consideration shall be issued or paid in consideration therefor in accordance with Section 3.2, without interestsubject to and reduced by the amount of any withholding that is required under applicable tax law.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including shares other than Shares to be cancelled pursuant to in accordance with Section 3.1(c) hereof and Dissenting Shares3.1(b)) shall be converted into the right to receive in cash an amount per share (subject to any applicable withholding tax specified in Section 3.6) equal to the Offer Price paid in the Offer Price, without interest (the “Merger Consideration”). As , upon the surrender of the certificate representing such Shares as provided in Section 3.3. At the Effective Time, Time all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of any Company Common Stock such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, to be issued or paid in consideration therefor in accordance with Section 3.2, without interestConsideration as provided herein.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to canceled in accordance with Section 3.1(c2.1(b) hereof and Dissenting Shares) shall be converted automatically into and shall thereafter represent the right to receive an amount in cash an amount equal to the Offer Price paid in the Offer $12.55, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate, which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, Consideration to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 3.22.2(b), without interest.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including excluding shares to be cancelled pursuant to canceled in accordance with Section 3.1(c) hereof and Dissenting Shares3.01(b)) shall be converted into the right to receive in cash an amount equal to the Offer Price paid in the Offer cash, without interest (the “Merger Consideration”). As of At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate (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”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, to be issued or paid in consideration therefor in accordance with Section 3.2, without interest.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to canceled in accordance with Section 3.1(c3.01(b) hereof and the Dissenting Shares) shall be converted into the right to receive receive, in cash and without interest, an amount equal to the Offer Price paid in the Offer (the “Merger Consideration”). As of At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. As provided in Section 3.02(h), the right of any holder of a Certificate to receive the Merger Consideration shall be issued or paid in consideration therefor in accordance with Section 3.2, without interestsubject to and reduced by the amount of any withholding that is required under applicable tax law.

Conversion of Company Common Stock. Each share of Company Common Stock (including Company Restricted Shares) issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to canceled in accordance with Section 3.1(c2.01(b) hereof and Dissenting the Appraisal Shares) shall be converted into the right to receive $35.00 in cash an amount equal to the Offer Price paid in the Offer cash, without interest (the “Merger Consideration”). As of At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. As provided in Section 2.02(h), the right of any holder of a Certificate to receive the Merger Consideration shall be issued or paid in consideration therefor in accordance with Section 3.2, without interestsubject to and reduced by the amount of any withholding that is required under applicable tax law.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested not including, however, those shares of restricted stock, but not including shares to be Company Common Stock cancelled pursuant to Section 3.1(c) hereof and Dissenting Shares3.01(a)) shall be converted into and become the right to receive in cash an amount in cash, without interest, equal to the Offer Price paid in the Offer $20.00 (the “Merger Consideration”). As of the Effective Time, all such All shares of Company Common Stock that have been converted in the Merger into the right to receive the Merger Consideration shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder the holders of any Certificates that immediately prior to the Effective Time represented shares of Company Common Stock shall cease to have any rights with respect thereto, except to such shares other than the right to receive the Merger Consideration, to be issued or paid in consideration therefor Consideration in accordance with Section 3.2, without interest3.02 of this Agreement.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to canceled in accordance with Section 3.1(c2.01(b) hereof and Dissenting the Appraisal Shares) ), together with the Rights associated therewith, shall be converted into the right to receive $37.50 in cash an amount equal to the Offer Price paid in the Offer cash, without interest (the “"Merger Consideration”"). As of At the Effective Time, all such shares of Company Common Stock and associated Rights shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, . The right of any holder of a Certificate to receive the Merger Consideration shall be issued or paid in consideration therefor in accordance with Section 3.2, without interestsubject to and reduced by the amount of any withholding that is required under applicable tax law.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to canceled in accordance with Section 3.1(c2.1(b) hereof and Dissenting Shares) shall thereupon be converted automatically into and shall thereafter represent the right to receive an amount in cash an amount equal to the Offer Price paid in the Offer $17.50, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate, which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, Consideration to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 3.22.2(b), without interest.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to canceled in accordance with Section 3.1(c2.01(b) hereof and Dissenting Sharesthe Appraisal Shares (as defined in Section 2.01(d)) shall be converted into the right to receive $4.00 in cash an amount equal to the Offer Price paid in the Offer cash, without interest (the “"Merger Consideration”"). As of At the Effective Time, Time all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any Company Common Stock such shares (a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, . The right of any holder of any share of Company Common Stock to receive the Merger Consideration shall be issued or paid in consideration therefor in accordance with Section 3.2, without interestsubject to and reduced by the amount of any withholding that is required under applicable tax law.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to canceled in accordance with Section 3.1(c2.01(b) hereof and Dissenting the Appraisal Shares) shall be converted into the right to receive $27.00 in cash an amount equal to the Offer Price paid in the Offer cash, without interest (the “Merger Consideration”). As of At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. As provided in Section 2.02(h), the right of any holder of a Certificate to receive the Merger Consideration shall be issued or paid in consideration therefor in accordance with Section 3.2, without interestsubject to and reduced by the amount of any withholding that is required under applicable tax law.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to canceled in accordance with Section 3.1(c2.1(b) hereof and Dissenting Shares) shall be converted into the right to receive $53.00 in cash an amount equal to the Offer Price paid in the Offer cash, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate (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”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, Consideration to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 3.22.2(b), without interest.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested other than shares of restricted stock, but not including shares to be cancelled canceled pursuant to Section 3.1(c2.01(b)(ii) hereof and Dissenting Appraisal Shares) ), including all accrued and unpaid dividends thereon, shall be automatically converted into and become the right to receive in cash an amount equal to the Offer Price paid in the Offer (the “Merger Consideration”)Per Share Amount. As of At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive only the Merger Consideration, to be issued or paid in consideration therefor in accordance with Section 3.2Per Share Amount, without interest.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to canceled in accordance with Section 3.1(c2.1(b) hereof and Dissenting Shares) shall be converted automatically into and shall thereafter represent the right to receive $3.57 in cash an amount equal to the Offer Price paid in the Offer cash, without interest (the “Merger Consideration”). As of the Effective Time, all each such shares share of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate (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”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, Consideration to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 3.22.2(b), without interest.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to (other than the Effective Time Canceled Shares, Dissenting Shares (including without limitation all vested except as provided in paragraph (d) below), Disputed Claims Reserve Shares and unvested shares of restricted stock, but not including shares to be cancelled pursuant to Section 3.1(c) hereof and Dissenting Restricted Shares) shall be converted into the right to receive US$37.00 in cash an amount equal to the Offer Price paid in the Offer 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 shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, to be issued or paid in consideration therefor in accordance with Section 3.2Consideration and declared but unpaid dividends, without interest, upon surrender of such certificate in accordance with, or as otherwise contemplated by, Section 2.02 of this Agreement.

Conversion of Company Common Stock. Each share of Company Common Stock (including Company Restricted Shares) issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to canceled in accordance with Section 3.1(c2.01(b) hereof and Dissenting the Appraisal Shares) shall be automatically converted into the right to receive $37.50 in cash an amount equal to the Offer Price paid in the Offer cash, without interest (the “Merger Consideration”). As of At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. As provided in Section 2.02(h), the right of any holder of a Certificate to receive the Merger Consideration shall be issued or paid in consideration therefor in accordance with Section 3.2, without interestsubject to and reduced by the amount of any withholding that is required under applicable tax law.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stockother than any Cancelled Shares, but not including shares to be cancelled pursuant to Section 3.1(c) hereof Relinquished Shares and Dissenting Shares) ), shall be automatically converted into the right to receive the Per Share Merger Consideration, without interest, to be paid in cash an amount equal accordance with and subject to the Offer Price paid in applicable provisions of this Agreement and the Offer (the “Merger Consideration”)Escrow Agreement. As of From and after the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and extinguished and shall cease to exist, and subject to Section 2.1(h) with respect to Dissenting Shares, each holder of any Company Common Stock thereof shall cease to have any rights with respect thereto, except thereto other than the right to receive the Per Share Merger Consideration, to be issued or paid in consideration therefor without interest, in accordance with Section 3.2, without interestand subject to the applicable provisions of this Agreement and the Escrow Agreement.

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 issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including shares to be cancelled pursuant to Section 3.1(c) hereof and Dissenting Shares) shall be converted into the right to receive $43.60 in cash. (2) The cash an amount equal payable upon the conversion of shares of Company Common Stock pursuant to the Offer Price paid in the Offer (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 shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, to be issued or paid in consideration therefor Consideration upon surrender of such certificate in accordance with Section 3.22.02, without interest.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested other than any Cancelled Shares and unvested shares of restricted stock, but not including shares to be cancelled pursuant to Section 3.1(c) hereof and Dissenting any Appraisal Shares) shall be converted into the right to receive the Merger Consideration on the terms set forth in cash an amount equal to the Offer Price paid in the Offer this Agreement (the “Merger ConsiderationConverted Shares”). As of the Effective Time, subject to Section 2.01(d), all such shares of Company Common Stock the Converted Shares shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any Company Common Stock such Converted Shares (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest, to be issued or paid in consideration therefor upon surrender of such Certificate and other required documentation in accordance with Section 3.2, without interest.with

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested excluding the Dissenting Shares and unvested shares of restricted stock, but not including shares to be cancelled pursuant to Section 3.1(c) hereof and Dissenting the Cancelled Shares) shall be converted into the right to receive $0.21 in cash an amount equal to the Offer Price paid in the Offer per share of Company Common Stock, without interest (the “Merger Consideration”). As of At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, Consideration and any dividends or other distributions with a record date prior to be issued or paid in consideration therefor in accordance with Section 3.2, without interestthe 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 issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to canceled in accordance with Section 3.1(c2.01(b) hereof and Dissenting the Appraisal Shares) shall be converted into the right to receive $33.50 in cash an amount equal to the Offer Price paid in the Offer cash, without interest (the “Merger Consideration”). As of At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. As provided in Section 2.02(h), the right of any holder of a Certificate to receive the Merger Consideration shall be issued or paid in consideration therefor in accordance with Section 3.2, without interestsubject to and reduced by the amount of any withholding that is required under applicable tax law.

Conversion of Company Common Stock. Each Subject to Section 2.02(e), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to in accordance with Section 3.1(c) hereof and Dissenting Shares2.01(b)) shall be converted into the right to receive $13.00 in cash an amount equal to the Offer Price paid in the Offer cash, without interest (the “Merger Consideration”). As of At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, . The right of any holder of a Certificate to receive the Merger Consideration shall be issued or paid in consideration therefor in accordance with Section 3.2, without interestsubject to and reduced by the amount of any withholding that is required under applicable tax law.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than (A) the Specified Company Shares and (B) those shares of Company Common Stock purchased for cash pursuant to Section 3.1(a)(iv)) shall be converted into and shall thereafter represent the right of the holder thereof to receive the Per Share Merger Consideration, plus any amounts payable to such holder in accordance with Article IX. At the Effective Time, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including shares to be cancelled pursuant to Section 3.1(c) hereof and Dissenting Shares) shall be converted into the right to receive in cash an amount equal to the Offer Price paid in the Offer (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of any Company Common Stock Shareholder shall cease to have any rights with respect thereto, to such Company Common Stock except the right to receive the Per Share Merger Consideration, Consideration and any amounts payable to be issued or paid in consideration therefor such holder in accordance with Section 3.2, without interestArticle IX.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to in accordance with Section 3.1(c2.08(b)) hereof and Dissenting Sharesthe Appraisal Shares (as defined in Section 2.08(d)) shall be converted into the right to receive from the Surviving Corporation in cash an amount equal to cash, without interest, the Offer Price paid in the Offer (the “"Merger Consideration”"). As of At the Effective Time, Time all such shares of Company Common Stock 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 Company Common Stock such shares (a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, to be issued or paid in consideration therefor in accordance with Section 3.2, without interest.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to canceled in accordance with Section 3.1(c2.1(b) hereof and Dissenting Shares) shall be converted into the right to receive $45.00 in cash an amount equal to the Offer Price paid in the Offer cash, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate (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”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, less any required withholding of Taxes, to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 3.2, without interest2.2(b).

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to canceled in accordance with Section 3.1(c2.1(b) hereof and Dissenting Shares) shall be converted automatically into and shall thereafter represent the right to receive an amount in cash an amount equal to the Offer Price paid in the Offer $11.05, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate, which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, Consideration to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 3.22.2(b), without interest.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to canceled in accordance with Section 3.1(c2.1(b) hereof and Dissenting Shares) shall be converted automatically into and shall thereafter represent the right to receive an amount in cash an amount equal to the Offer Price paid in the Offer $17.25, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate, which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”), shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, Consideration to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 3.22.2(b), without interest.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to canceled in accordance with Section 3.1(c) hereof 2.1(b), Rollover Shares and Dissenting Shares) shall be converted automatically into and shall thereafter represent the right to receive an amount in cash an amount equal to the Offer Price paid in the Offer $43.50, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate, which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”), shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, Consideration to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 3.22.2(b), without interest.

Conversion of Company Common Stock. Each (i) Except as otherwise provided in Sections 2.01(b) and 2.01(d), each issued share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including shares to be cancelled pursuant to Section 3.1(c) hereof and Dissenting Shares) shall be converted into the right to receive $28.50 in cash. (ii) The cash an amount equal payable upon the conversion of shares of Company Common Stock pursuant to this Section 2.01(c) is referred to collectively as the Offer Price paid in the Offer (the “"Merger Consideration”)". As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, to be issued or paid in consideration therefor Consideration upon surrender of such certificate in accordance with Section 3.22.02, without interest.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested other than (i) Canceled Shares, (ii) Dissenting Shares, and unvested shares of restricted stock, but not including shares to be cancelled pursuant to Section 3.1(c(iii) hereof and Dissenting Subsidiary Converted Shares) shall be converted into the right to receive $35.00 in cash an amount equal to the Offer Price paid in the Offer cash, without interest (the “Merger Consideration”). As of At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate or evidence of shares in book-entry form that immediately prior to the Effective Time represented any Company Common Stock such shares (a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, to be issued or paid in consideration therefor Consideration in accordance with Section 3.2, without interestthe terms of this Agreement.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including shares to be cancelled pursuant to Section 3.1(c) hereof and Dissenting Shares) shall be converted into the right to receive in cash an amount equal to the Offer Price paid in the Offer (the “"Merger Consideration”"). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of any Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, to be issued or paid in consideration therefor in accordance with Section 3.2, without interest.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to canceled in accordance with Section 3.1(c2.1(b) hereof and Dissenting Shares) shall be converted automatically into and shall thereafter represent the right to receive $25.00 in cash an amount equal to the Offer Price paid in the Offer cash, without interest (the “Merger Consideration”). As of the Effective Time, all each such shares share of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate (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”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, Consideration to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 3.22.2(b), without interest.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stockCompany Restricted Shares, but not including excluding shares to be cancelled pursuant canceled or to be converted in accordance with Section 3.1(c1.07(b) hereof and Dissenting and, except as provided in Section 1.07(d), Appraisal Shares) shall be converted into the right to receive $41.00 in cash an amount equal to the Offer Price paid in the Offer cash, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, to be issued or paid in consideration therefor Consideration in accordance with Section 3.21.08, without interest.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to canceled in accordance with Section 3.1(c2.1(b) hereof and Dissenting Shares) shall be converted automatically into and shall thereafter represent solely the right to receive an amount in cash an amount equal to the Offer Price paid in the Offer $61.00, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate, which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”), shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, Consideration to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 3.22.2(b), without interest.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including other than shares to be cancelled pursuant to canceled in accordance with Section 3.1(c2.01(b) hereof and Dissenting the Appraisal Shares) shall be converted into the right to receive $44.50 in cash an amount equal to the Offer Price paid in the Offer cash, without interest (the “Merger Consideration”). As of At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, to be issued or paid in consideration therefor in accordance with Section 3.2, without interest.

Conversion of Company Common Stock. Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested such shares of restricted stockCompany Common Stock are hereinafter referred to each, but not including shares to be cancelled pursuant to Section 3.1(c) hereof as a "Share" and Dissenting collectively, as the "Shares) "), shall be converted into the right to receive $17.00 in cash an amount equal to the Offer Price paid in the Offer cash, without interest (the “"Merger Consideration”"). As of At the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be cancelled automatically and shall cease to exist, and each holder the holders of any Company Common Stock certificates which immediately prior to the Effective Time represented Shares (the "Certificates") shall cease to have any rights with respect theretoto the Shares, except other than the right to receive the Merger Consideration, to be issued or paid in consideration therefor Consideration (without any interest being payable thereon) upon surrender of the Certificates in accordance with Section 3.2, without interest2.2.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including without limitation all vested and unvested shares of restricted stock, but not including any shares to be cancelled canceled pursuant to Section 3.1(c2.1(c) hereof and Dissenting Shareshereof) shall be converted into the right to receive cash (subject to any applicable Tax withholding in cash accordance with Section 2.1(e)) in an amount equal to the Offer Price paid in the Offer $1.35 per share of Company Common Stock, without any interest thereon (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of any Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, to be issued or paid in consideration therefor in accordance with Section 3.22.2, without interest.