Common use of Conversion of Shares; Merger Consideration Clause in Contracts

Conversion of Shares; Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof: (a) each Share, together with the associated right, if any, to purchase Series A Shares or other securities of the Company pursuant to the Stockholder Protection Rights Agreement dated January 20, 1995 between the Company and Bank of Boston, as Rights Agent (the "Rights Agreement"), issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to clause (b) below and any Dissenting Shares (as defined in Section 2.6)) shall be converted into the right to receive in cash an amount per Share equal to the Merger Consideration (as defined below), subject to any required withholding of taxes and without interest; (b) each Share (together with all associated Series A Shares) owned by Parent, the Purchaser or any other direct or indirect subsidiary of Parent, or held in the treasury of the Company, immediately prior to the Effective Time, shall be canceled and extinguished, and no payment will be made with respect to those Shares; and (c) all shares of common stock of the Purchaser, par value $.01 per share, then issued and outstanding shall be converted into an equal number of shares of common stock of the Surviving Corporation. "Merger Consideration" means (I) $138,948,952, or such greater price divided by (II) the total number of Shares outstanding on a fully diluted basis as of immediately prior to the Effective Time, assuming the exercise of all outstanding Options (as defined below) and including all Shares acquired by Parent or the Purchaser in the Offer.