Common use of Conversion of the Shares Clause in Contracts

Conversion of the Shares. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) Except as provided in Section 1.4(b) or Section 1.9(h), each share of Company Common Stock (all issued and outstanding shares of Company Common Stock being hereinafter collectively referred to as the "Shares") issued and outstanding immediately prior to the Effective Time by virtue of the Merger, and without any action on the part of the holder thereof, shall be converted automatically into the right to receive, in cash without interest and subject to any required withholding of Taxes, an amount equal to $32.00 (the "Merger Consideration") upon surrender of the Certificate representing such Shares as provided in Section 1.9. All Shares, when so converted, shall no longer be outstanding and shall automatically be retired and shall cease to exist, and each holder of a Certificate representing Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares have been converted, as provided herein. (b) Each Share that is owned by the Company as treasury stock or otherwise or by any Subsidiary of the Company and each Share owned by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto. (c) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of the Shares. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, U.S. Parent, Merger Sub, the Company or the holders of any of the following securitiestheir respective securities holders: (a) Except as provided in Section 1.4(b) or Section 1.9(h1.5(b), each share of Company Common Stock (all issued and outstanding shares of Company Common Stock being hereinafter collectively referred to as the "Shares") issued and outstanding immediately prior to the Effective Time (the “Shares”) (excluding Appraisal Shares) shall be canceled and shall by virtue of the Merger, Merger and without any action on the part of the holder thereof, shall thereof be converted automatically into the right to receivereceive $32.00 in cash, in cash without interest and subject to any required withholding of Taxes, an amount equal to $32.00 (the "“Merger Consideration") ”), upon surrender of the Certificate representing such Shares as provided in Section 1.9ARTICLE II. All such Shares, when so converted, shall no longer be outstanding and shall automatically be retired canceled and shall cease to exist, and each holder of a Certificate formerly representing such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares have been converted, as provided herein. (b) Each Share that is owned by the Company (or any Subsidiary of the Company) as treasury stock or otherwise or by any Subsidiary of the Company and each Share owned owned, directly or indirectly, by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto. (c) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of the Shares. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) Except as provided in Section 1.4(b) or Section 1.9(h), each share of Company Common Stock (all issued and outstanding shares of Company Common Stock being hereinafter collectively referred to as the "Shares") issued and outstanding immediately prior to the Effective Time (excluding Dissenter Shares) (the "Shares") shall be canceled and shall by virtue of the Merger, Merger and without any action on the part of the holder thereof, shall thereof be converted automatically into the right to receivereceive $4.80 in cash, in cash without interest and subject to any required withholding of Taxes, an amount equal to $32.00 (the "Merger Consideration") ), upon surrender of the Certificate certificate representing such Shares as provided in Section 1.9Article II. All such Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate representing such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares have been converted, as provided herein. (b) Each Share that is owned by the Company (or any Subsidiary of the Company) as treasury stock or otherwise or by any Subsidiary of the Company and each Share owned by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto. (c) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of the Shares. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) Except as provided in Section 1.4(b) or Section 1.9(h), each share of Company Common Stock (all issued and outstanding shares of Company Common Stock being hereinafter collectively referred to as the "Shares") issued and outstanding immediately prior to the Effective Time (the “Shares”) (excluding Appraisal Shares), together with the rights issued pursuant to the Rights Agreement shall be canceled and shall, by virtue of the Merger, Merger and without any action on the part of the holder thereof, shall be converted automatically into the right to receive, in cash without interest and subject to any required withholding of Taxesinterest, an amount equal to $32.00 16.35 (the "“Merger Consideration") ”), upon surrender of the Certificate representing such Shares as provided in Section 1.9Article II. All Shares, when so converted, shall no longer be outstanding and shall automatically be retired and shall cease to exist, and each holder of a Certificate representing Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares have been converted, as provided herein. (b) Each Share that is owned by the Company as treasury stock or otherwise or by any Subsidiary of the Company and each Share owned by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto. (c) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of the Shares. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) Except as provided in Section 1.4(b2.5(b) or Section 1.9(h2.5(c), each share of Company Common Stock (all issued and outstanding shares of Company Common Stock being hereinafter collectively referred to as the "Shares") issued and outstanding immediately prior to the Effective Time (excluding Appraisal Shares) (the “Shares”) shall be canceled and shall by virtue of the Merger, Merger and without any action on the part of the holder thereof, shall thereof be converted automatically into the right to receive, in cash without interest and subject to any required withholding of Taxes, receive an amount equal to $32.00 the Offer Price in cash, without interest (the "“Merger Consideration") ”), upon surrender of the Certificate representing such Shares as provided in Section 1.9Article III. All such Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate representing such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares have been converted, as provided herein. (b) Each Share that is owned by the Company (or any Subsidiary of the Company) as treasury stock or otherwise or by any Subsidiary of the Company and each Share owned by Parent, Parent or Merger Sub (whether as a result of the Offer or any other Subsidiary of Parent otherwise) immediately prior to the Effective Time shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto. (c) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of the Shares. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) Except as provided in Section 1.4(b) or Section 1.9(h1.4(c), each share of Company Common Stock (all issued and outstanding shares of Company Common Stock being hereinafter collectively referred to as the "Shares") issued and outstanding immediately prior to the Effective Time (the “Shares”) (excluding Appraisal Shares) shall be canceled and shall by virtue of the Merger, Merger and without any action on the part of the holder thereof, shall thereof be converted automatically into the right to receivereceive $4.25 in cash, in cash without interest and subject to any required withholding of Taxes, an amount equal to $32.00 (the "“Merger Consideration") ”), upon surrender of the Certificate representing such Shares as provided in Section 1.9Article II. All such Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate representing such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares have been converted, as provided herein. (b) Each Share that is owned by the Company as treasury stock or otherwise or by any Subsidiary of the Company and each Share owned by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto. (c) Each Share that is owned by any Subsidiary of the Company or Parent immediately prior to the Effective Time shall remain outstanding. (d) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of the Shares. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) Except as provided in Section 1.4(b) or Section 1.9(h), each share of Company Common Stock (all issued and outstanding shares of Company Common Stock being hereinafter collectively referred to as the "Shares") issued and outstanding immediately prior to the Effective Time (the "Shares") shall be canceled and shall by virtue of the Merger, Merger and without any action on the part of the holder thereof, shall thereof be converted automatically into the right to receivereceive $12.00 in cash, in cash without interest and subject to any required withholding of Taxes, an amount equal to $32.00 (the "Merger Consideration") ), upon surrender of the Certificate certificate representing such Shares as provided in Section 1.9Article II. All such Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate certificate theretofore representing such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares have been converted, as provided herein. (b) Each Share that is owned by the Company (or any Subsidiary of the Company) as treasury stock or otherwise or by any Subsidiary of the Company and each Share owned by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be -2- canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto. (c) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of the Shares. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) Except as provided in Section 1.4(b) or Section 1.9(h2.04(b), each share of Company Common Stock (all issued and outstanding shares of Company Common Stock being hereinafter collectively referred to as the "Shares") issued and outstanding immediately prior to the Effective Time (the "Shares") (excluding Appraisal Shares and Company Restricted Stock) shall be canceled and shall, by virtue of the Merger, Merger and without any action on the part of the holder thereof, shall be converted automatically into the right to receive, in cash cash, without interest and subject to any required withholding of Taxesinterest, an amount equal to $32.00 21.00 (the "Merger Consideration") upon surrender of the Certificate representing such Shares as provided in Section 1.9). All Shares, when so converted, shall no longer be outstanding and shall automatically be retired and shall cease to exist, and each holder of a Certificate representing Shares or Book-Entry Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares have been converted, as provided herein. (b) Each Share that is owned by the Company as treasury stock or otherwise or by any Subsidiary of the Company and each Share owned by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto. (c) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only issued and outstanding shares of capital stock of the Surviving Corporation.

Conversion of the Shares. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders of any securities of the following securitiesCompany or Merger Sub: (a) Except as provided in Section 1.4(b) or Section 1.9(h2.4(b), each share of Company Common Stock (all issued and outstanding shares of Company Common Stock being hereinafter collectively referred to as the "Shares") Share issued and outstanding immediately prior to the Effective Time by virtue of (the Merger, “Shares”) shall be canceled and without any action on the part of the holder thereof, shall be converted automatically into the right to receive, in cash without interest and subject to interest, $17.137 (the “Merger Consideration”) less any required withholding of Taxestaxes in accordance with Section 3.7, an amount equal payable to $32.00 (the "Merger Consideration") holder thereof upon surrender of the Certificate representing such Shares as provided in Section 1.9Article III. All Shares, when so converted, shall no longer be outstanding and shall automatically be retired and shall cease to exist, and each holder of a Certificate representing Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares have been converted, as provided herein. (b) Each Share that is owned by the Company as treasury stock or otherwise or by any Subsidiary of the Company and each Share owned by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto. (c) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock stock, no par value, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.