Common use of Conversion of Shares and Options Clause in Contracts

Conversion of Shares and Options. (a) At the Effective Time and by virtue of the Merger and without any action on the part of the holders of the capital stock of the Constituent Corporations: (i) Each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares to be canceled pursuant to subsection (b) below and (ii) Dissenting Shares (as defined in Section 2.4)) shall be converted ----------- into the right to receive in cash an amount per Share equal to the highest price paid per Share pursuant to the Offer (the "Merger Price"); ------------ (ii) Each Share held in the treasury of the Company and each Share owned by Parent, the Purchaser or the Company, or by any direct or indirect wholly owned Subsidiary of any of them, shall be canceled and retired without payment of any consideration therefor; and (iii) Each share of Common Stock, par value $0.01 per share, of the Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, par value $0.01 per share, of the Surviving Corporation. (b) The Options shall be converted in the manner described in Section ------- 6.5. ---