Common use of Conversion of Outstanding Shares Clause in Contracts

Conversion of Outstanding Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any party: (a) Each share of common stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall remain outstanding and shall represent one share of common stock, par value $0.50 per share, of the Surviving Corporation, so that, after the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation’s common stock. (b) Each share of Common Stock outstanding immediately prior to the Effective Time (each, an “Outstanding Common Share” and collectively, the “Outstanding Common Shares”) (i) shall be converted into the right to receive the consideration set forth in Sections 2.9(b), 2.11(c), 6.2(d), 6.12(d) and 11.5(b) of this Agreement and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.7. (c) Each share of Common Stock held in the treasury of the Company or by any of the Company’s Subsidiaries immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto.

Conversion of Outstanding Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any party: (a) Each share of common stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall remain outstanding be converted into and shall represent become one (1) fully paid and non-assessable share of common stock, par value $0.50 .01 per share, of the Surviving Corporation, so that, after the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation’s common stock. (b) Each share of Outstanding Common Stock Share outstanding immediately prior to the Effective Time (each, an “Outstanding Common Share” and collectively, the “Outstanding Common Shares”) Time: (i) shall be converted into the right to receive the consideration set forth described in Sections 2.9(b)Section 2.9 below, 2.11(c), 6.2(d), 6.12(d) and 11.5(b) of this Agreement and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, however, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.72.11. (c) Each share of Common Stock held in the treasury of the Company or by any of the Company’s Subsidiaries immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto.

Conversion of Outstanding Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any party: (a) Each share of common stock, par value $.01 0.001 per share, of the Merger Subsidiary Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding and shall represent one share of common stock, par value $0.50 0.001 per share, of the Surviving CorporationCompany, so that, after the Effective Time, Parent Buyer shall be the holder of all of the issued and outstanding shares of the Surviving Corporation’s common Company's capital stock.; (b) Each share of Common Stock and each share of Class B Preferred Stock outstanding immediately prior to the Effective Time (each, an “"Outstanding Common Share” " and collectively, the “"Outstanding Common Shares”") (i) shall be converted into the right to receive the consideration set forth in Sections 2.9(b), 2.11(c), 6.2(d), 6.12(d) and 11.5(b) of this Agreement Per Share Merger Consideration and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.7.1.08; and (c) Each share of Common Stock Outstanding Share held in the treasury of the Company or by any of the Company’s Subsidiaries immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto.

Conversion of Outstanding Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any party: (a) Each share of common stock, par value $.01 0.001 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall remain outstanding and shall represent be converted into one share of common stock, par value $0.50 0.001 per share, of the Surviving Corporation, so that, after the Effective Time, Parent Worldwide shall be the holder of all of the issued and outstanding shares of the Surviving Corporation’s common stock. (b) Each Except as set forth in Section 2.6(c), each share of Common Stock outstanding immediately prior to the Effective Time (each, an “Outstanding Common Share” and collectively, the “Outstanding Common Shares”) and each share of Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding Preferred Share” and collectively, the “Outstanding Preferred Shares”) (i) shall be converted into the right to receive payments in the consideration amount(s) and in the manner set forth in Sections 2.9(b)this ARTICLE II, 2.11(c)if any, 6.2(d), 6.12(d) and 11.5(b) of this Agreement and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.72.9. (c) Each share of Common Stock and Preferred Stock held in the treasury of the Company or by any of the Company’s Subsidiaries immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto.