Common use of Conversion of Securities Clause in Contracts

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the Shares: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled pursuant to Section 2.06(b)) shall be cancelled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (the "Merger Consideration"), payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.08, of the certificate that formerly evidenced such Share; (b) Each Share owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Each share of common stock, without par value, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.0025 par value per share, of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of PurchaserMerger Sub, the Company or the holders of any of the Shares: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled pursuant to Section 2.06(b3.3(b) and any Dissenting Shares (as hereinafter defined)) shall be cancelled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (the "Merger Consideration"), ) payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.083.6, of the certificate that formerly evidenced such Share; (b) Each Share held in the treasury of the Company and each Share owned by PurchaserMerger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Each share of common stock, without par valuevalue $.01 per share, of Purchaser Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.0025 par value $.01 per share, of the Surviving CorporationEntity.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any securities of Merger Sub or the SharesCompany: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled pursuant to Section 2.06(b)) shall be cancelled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (the "Merger Consideration"), payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.08, of the certificate that formerly evidenced such Share; (b) Each Share owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Each share of common stock, without par value, stock of Purchaser issued and outstanding immediately prior to the Effective Time Merger Sub shall be converted into and exchanged for become one validly issued, fully paid and nonassessable non-assessable share of Common Stockcommon stock, $.0025 no par value per share, of the Surviving Corporation. (b) Any shares of Company Common Stock (“Shares”) that are owned by the Company as treasury stock, any Shares that are owned by any Subsidiary of the Company, and any Shares owned by Parent or Merger Sub or any Subsidiary of Parent or Merger Sub, which, for the avoidance of doubt, shall include the Principal Shareholder Shares, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each issued and outstanding Share (other than Shares to be canceled in accordance with Section 2.1(b)) shall automatically be cancelled and cease to exist, and shall be converted into the right to receive an amount in cash equal to $2.33 (the “Merger Consideration”), payable to the holder thereof without interest upon surrender, in the manner provided in this Agreement, of the certificate (or book entry evidence of ownership) formerly representing such Share.

Conversion of Securities. At the Effective Time, by virtue ------------------------ of the Merger and without any action on the part of PurchaserParent, Acquisition, the Company or the holders holder of any of the Sharesfollowing securities: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled pursuant to Section 2.06(b2.07(b) hereof and Dissenting Shares (as hereinafter defined)) ), shall be cancelled and shall extinguished and be converted automatically into the right to receive an amount equal to the Per Share Amount Amount, in cash (the "Merger Consideration"), payablecash, without interest, to the holder of such Shareany interest thereon, upon surrender, surrender of the certificate(s) that formerly evidenced such Shares in the manner provided in Section 2.08, of the certificate that formerly evidenced such Share;3.02 hereof. (b) Each Share owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company issued and outstanding immediately prior to the Effective Time and owned by Parent or Acquisition or any direct or indirect subsidiary of Parent or Acquisition, or which is held in the treasury of the Company or any of its subsidiaries, shall be cancelled and retired without any conversion thereof and no payment or distribution shall be made with without respect thereto; and. (c) Each share of common stock, without par valuevalue $.01 per share, of Purchaser Acquisition issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.0025 par value $.10 per share, of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the Sharesfollowing securities: (a) Each each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled canceled pursuant to Section 2.06(b3.06(b) and any Dissenting Shares (as hereinafter defined)) shall be cancelled canceled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (the "Merger Consideration"), Consideration payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.083.09, of the certificate that formerly evidenced such Share; (b) Each each Share held in the treasury of the Company and each Share owned by CRI, Holdings, Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Each each share of common stock, without par valuevalue $0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.0025 par value $0.01 per share, of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the Sharesfollowing securities: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled canceled pursuant to Section 2.06(b3.06(b) and any Dissenting Shares (as hereinafter defined)) shall be cancelled canceled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (the "“Merger Consideration"), ”) payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.083.10, of the certificate Certificate that formerly evidenced such Share; (b) Each Share held in the treasury of the Company and each Share owned by Purchaser, Parent or any direct or indirect wholly wholly-owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Each share of common stock, without par valuevalue $.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.0025 par value $.01 per share, of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the Sharesfollowing securities: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled canceled pursuant to Section 2.06(b2.6(b)) shall be cancelled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (the "Merger Consideration"), payable) payable after reduction for any applicable tax withholding, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.082.9, of the certificate that formerly evidenced such Share; (b) Each Share held in the treasury of the Company and each Share owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled canceled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Each share of common stock, without par value, stock of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.0025 par value $.001 per share, of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the Sharesfollowing securities, the following shall occur: (a) Each each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled canceled pursuant to Section 2.06(b)3.1(b) and any Dissenting Shares) shall be cancelled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount Offer Price in cash cash, without interest (the "“Merger Consideration"”), payable, without interest, payable to the holder thereof upon surrender of such Share, upon surrender, Shares in the manner provided in Section 2.083.5, of the certificate that formerly evidenced such Shareless any required withholding Taxes; (b) Each each Share held in the treasury of the Company and each Share owned by Purchaser, Parent or any direct or indirect wholly wholly-owned subsidiary Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled canceled and retired without any conversion thereof thereof, and no payment or distribution shall be made with respect thereto; and (c) Each each share of common stock, without par value, stock of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.0025 par value per share, common stock of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the Sharesfollowing securities: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled canceled pursuant to Section 2.06(b3.06(b) and any Dissenting Shares (as hereinafter defined)) shall be cancelled canceled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (the "Merger Consideration"), ) payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.083.10, of the certificate that formerly evidenced such Share; (b) Each Share held in the treasury of the Company and each Share owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Each share of common stock, without par valuevalue $.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.0025 par value $.01 per share, of the Surviving Corporation.

Conversion of Securities. At the Effective Time, ------------------------ by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the Shares: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled pursuant to Section 2.06(b)) shall be cancelled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (the "Merger Consideration"), payable, without -------------------- interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.08, of the certificate that formerly evidenced such Share; (b) Each Share owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Each share of common stock, without par value, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.0025 without par value per sharevalue, of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the Sharesfollowing securities: (a) Each each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled canceled pursuant to Section 2.06(b) and any Dissenting Shares (as defined below)) shall be cancelled canceled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (the "Merger Consideration"), Consideration payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.082.09, of the certificate that formerly evidenced such Share; (b) Each each Share held in the treasury of the Company and each Share owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled canceled and retired without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Each each share of common stock, without $.01 par valuevalue per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.0025 .01 par value per share, of the Surviving CorporationCorporation ("Surviving Corporation Shares").

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the Sharesfollowing securities: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled pursuant to Section 2.06(b) and any Dissenting Shares (as hereinafter defined)) shall be cancelled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (the "Merger Consideration"), ) payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.082.09, of the certificate that formerly evidenced such Share; (b) Each Share held in the treasury of the Company and each Share owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Each share of common stockCommon Stock, without par valuevalue $.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.0025 par value $.01 per share, of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders holder of any of the Sharesfollowing securities: (a) Each Share share of Company Common Stock issued and outstanding immediately prior to before the Effective Time (other than any Shares to be cancelled canceled pursuant to Section 2.06(b2.6(b) and any Dissenting Shares (as defined in Section 2.7(a)) shall be cancelled canceled and shall extinguished and be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (payable to the "Merger Consideration"), payableholder thereof, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.08, surrender of the certificate that formerly evidenced representing such Share;. Each holder of a certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Per Share Amount, without interest, upon the surrender of such certificate in accordance with Section 2.8 hereof. (b) Each share of Company Common Stock held in the treasury of the Company and each Share owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to before the Effective Time shall be cancelled canceled and retired without any conversion thereof extinguished and no payment or distribution other consideration shall be made with respect thereto; and. (c) Each share of common stock, without $.0l par value, of Purchaser issued and outstanding immediately prior to before the Effective Time shall be converted into and exchanged for thereafter represent one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.0025 .0l par value per sharevalue, of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of PurchaserMerger Sub, the Company or the holders of any of the Shares:following securities (a) Each each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled canceled pursuant to Section 2.06(b2.1(b) and any Dissenting Shares (as defined below)) shall be cancelled canceled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (the "Merger Consideration"), Consideration payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.082.4, of the certificate that formerly evidenced such Share; (b) Each each Share held in the treasury of the Company and each Share owned by PurchaserMerger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Each each share of common stock, without par valuevalue $0.01 per share, of Purchaser Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.0025 par value $0.01 per share, of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the Shares: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled pursuant to Section 2.06(b) and any Dissenting Shares (as hereinafter defined)) shall be cancelled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (the "Merger Consideration"), ) payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.082.09, of the certificate that formerly evidenced such Share; (b) Each Share held in the treasury of the Company and each Share owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Each share of common stock, without par valuevalue $.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.0025 par value $1.00 per share, of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the Sharesfollowing securities, the following shall occur: (a) Each each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled canceled pursuant to Section 2.06(b)3.1(b) and any Dissenting Shares) shall be cancelled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount Offer Price in cash cash, without interest (the "“Merger Consideration"”), payable, without interest, payable to the holder thereof upon surrender of such Share, upon surrender, Shares in the manner provided in Section 2.083.4, of the certificate that formerly evidenced such Shareless any required withholding Taxes; (b) Each each Share held in the treasury of the Company and each Share owned by Purchaser, Parent GSK or any direct or indirect wholly wholly-owned subsidiary Subsidiary of Parent GSK or of the Company immediately prior to the Effective Time shall be cancelled canceled and retired without any conversion thereof thereof, and no payment or distribution shall be made with respect thereto; and (c) Each each share of common stock, without par value, stock of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.0025 par value per share, common stock of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the Sharesfollowing securities, the following shall occur: (a) Each each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled canceled pursuant to Section 2.06(b)3.1(b) and any Dissenting Shares) shall be cancelled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount Offer Price in cash without interest (the "“Merger Consideration"”), payable, without interest, payable to the holder thereof upon surrender of such Share, upon surrender, Shares in the manner provided in Section 2.083.4, of the certificate that formerly evidenced such Shareless any required withholding Taxes; (b) Each each Share held in the treasury of the Company and each Share owned by PurchaserParent, Parent Purchaser or any direct or indirect wholly wholly-owned subsidiary Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled canceled and retired without any conversion thereof thereof, and no payment or distribution shall be made with respect thereto; and (c) Each each share of common stock, without par value, stock of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.0025 par value per share, common stock of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the Sharesfollowing securities: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled pursuant to Section 2.06(bSection2.07(b) and any Dissenting Shares (as hereinafter defined)) shall be cancelled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (the "Merger Consideration"), ) payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.082.10, of the certificate that formerly evidenced such Share; (b) Each Share owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company Purchaser immediately prior to the Effective Time shall be cancelled and retired without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Each share of common stock, without par valuevalue $.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.0025 par value $.01 per share, of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of PurchaserACo, the Company TPC or the holders of any of the Shares: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled canceled pursuant to Section 2.06(b2.6(b) and any Dissenting Shares (as defined in Section 2.8)) shall be cancelled canceled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (the "Merger ConsiderationMERGER CONSIDERATION"), ) payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.082.9, of the certificate that formerly evidenced such Share; (b) Each Share held in the treasury of TPC and each Share owned by PurchaserACo or PHI, Parent or any direct or indirect wholly owned subsidiary Subsidiary of Parent PHI or of the Company TPC immediately prior to the Effective Time shall be cancelled and retired canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Each share of common stock, without par valuevalue $.01 per share, of Purchaser ACo issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.0025 par value $.01 per share, of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the Sharesfollowing securities: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled canceled pursuant to Section 2.06(b3.06(b) and any Dissenting Shares (as hereinafter defined)) shall be cancelled canceled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (the "Merger Consideration"), Consideration payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.083.09, of the certificate that formerly evidenced such Share; (b) Each Share held in the treasury of the Company and each Share owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Each share of common stock, without par valuevalue $0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.0025 par value $0.01 per share, of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the Sharesfollowing securities: (a) Each each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled canceled pursuant to Section 2.06(b2.07(b), and any Dissenting Shares (as defined below)) shall be cancelled canceled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (the "Merger Consideration"), Consideration payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.082.10, of the certificate that formerly evidenced such Share; (b) Each each Share held in the treasury of the Company and each Share owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Each each share of common stock, without par valuevalue $0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.0025 par value $0.01 per share, of the Surviving CorporationCorporation ("Surviving Corporation Shares").

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of PurchaserSUB, the Company HK, or the holders of any of the Sharesfollowing securities: (ai) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled canceled pursuant to Section 2.06(bsection 2.5(ii) and any Dissenting Shares, as defined in section 2.6(a)) shall be cancelled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (the "Merger Consideration"), payable, without interest, ) payable to the holder of such Sharethereof, without interest and less any required withholding taxes, upon surrender, in the manner provided in Section 2.08, surrender of the certificate that formerly evidenced representing such Share;; 5 6 (bii) Each Share held in the treasury of HK, or owned by PurchaserParent, Parent SUB or any direct or indirect wholly owned subsidiary of Parent or of the Company SUB, immediately prior to the Effective Time shall be cancelled canceled and retired cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and and (ciii) Each share of common stock, without par valuevalue $.01 per share, of Purchaser SUB issued and outstanding immediately prior to the Effective Time shall shall, upon surrender of the certificate formerly representing such Shares, be converted into and exchanged for become one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.0025 par value $.01 per share, of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of PurchaserSub, the Company or the holders of any of the Sharesfollowing securities: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled pursuant to Section 2.06(b1.06(b) and any Dissenting Shares (as defined below)) shall be cancelled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (the "Merger Consideration"), payable, without interest, ) payable to the holder of such Share, upon surrender, in the manner provided in Section 2.081.08, of the certificate that formerly evidenced such Share; ; (b) Each Share held in the treasury of the Company and each Share owned by PurchaserSub, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired without any conversion thereof and no payment or distribution shall be made with respect thereto; and and (c) Each share of common stock, without par valuevalue $.01 per share, of Purchaser Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.0025 par value $.01 per share, of the Surviving Corporation.