Common use of Conversion or Cancellation of Shares Clause in Contracts

Conversion or Cancellation of Shares. At the Effective Time, by virtue of the Merger and without any action of the part of Merger Sub or the Company or the holder of any shares of Company Common Stock or any shares of common stock of Merger Sub: (a) each Share outstanding immediately prior to the Effective Time shall(except as otherwise provided in paragraph (b) of this Section 1.2 or as provided in Section 1.4 hereof with respect to Shares as to which dissenters' rights have been exercised) be converted into the right to receive from the Surviving Corporation $ 23.00 per Share, in cash, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing the Share as provided in Section 1.3; (b) each Share owned by Merger Sub or the Company or any other direct or indirect Subsidiary of Merger Sub or the Company immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock") with the same rights, powers and privileges as the shares so converted.

Conversion or Cancellation of Shares. At the Effective Time, by virtue of the Merger and without any action of on the part of Merger Sub or the Company or the holder of any shares of Company Common Stock or any shares of common stock of Merger Subshareholder: (a) each Share Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall(except as otherwise provided in paragraph Time, other than Exception Shares (b) of this Section 1.2 or as provided in Section 1.4 hereof which shares shall be cancelled and shall cease to exist with no payment being made with respect thereto) and Dissenting Shares (which shares shall be treated in accordance with Section 3.10) shall be converted into and constitute the right to Shares as receive cash in an amount equal to which dissenters' rights the Per Share Amount, without interest (the “Merger Consideration”). At the Effective Time, all shares of Company Common Stock that have been exercised) be converted into the right to receive from the Surviving Corporation $ 23.00 per Share, in cash, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing the Share Consideration as provided in this Section 1.3; (b3.07(a) shall no longer be outstanding and shall be cancelled and shall cease to exist, and each Share owned by Merger Sub or the Company or any other direct or indirect Subsidiary holder of Merger Sub or the Company a certificate that immediately prior to the Effective Time represented such shares of Company Common Stock (a “Certificate”) shall be canceled, and no payment shall be made cease to have any rights with respect thereto; and, except the right to receive the Merger Consideration. (cb) each Each issued and outstanding share of common stock of Merger Sub outstanding immediately prior to the Effective Time Purchaser Common Stock shall be converted into one fully paid and become one nonassessable share of common stock stock, $0.01 par value, of the Surviving Corporation (the "Surviving Corporation Common Stock") with the same rights, powers and privileges as the shares so convertedCorporation.

Conversion or Cancellation of Shares. At the Effective Time, by virtue of the Merger and without any action of on the part of Merger Sub or the Company or the holder of any shares of Company Common Stock or any shares of common stock of Merger Subshareholder: (a) each Share Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall(except as otherwise provided in paragraph Time, other than Exception Shares (b) of this Section 1.2 or as provided in Section 1.4 hereof which shares shall be cancelled and shall cease to exist with no payment being made with respect thereto) and Dissenting Shares (which shares shall be treated in accordance with Section 3.04) shall be converted into and constitute the right to Shares as receive cash in an amount equal to which dissenters' rights $35.00, without interest (the "Per Share Consideration"). At the Effective Time, all shares of Company Common Stock that have been exercised) be converted into the right to receive from the Surviving Corporation $ 23.00 per Share, in cash, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing the Per Share Consideration as provided in this Section 1.3; (b3.01(a) shall no longer be outstanding and shall be cancelled and shall cease to exist, and each Share owned by Merger Sub or the Company or any other direct or indirect Subsidiary holder of Merger Sub or the Company a certificate that immediately prior to the Effective Time represented such shares of Company Common Stock (a "Certificate") shall be canceled, and no payment shall be made cease to have any rights with respect thereto; and , except the right to receive (ci) each share of common stock of Merger Sub outstanding immediately the Per Share Consideration and (ii) any dividends with respect to Company Common Stock with a record date prior to the Effective Time but unpaid as of the Effective Time. (b) Each issued and outstanding share of Merger Sub Common Stock shall be converted into one fully paid and become one nonassessable share of common stock stock, without par value, of the Surviving Corporation (the "Surviving Corporation Common Stock") with the same rights, powers and privileges as the shares so convertedCorporation.

Conversion or Cancellation of Shares. At the Effective Time, by virtue of the Merger and without any action of on the part of Merger Sub or the Company or the holder of any shares Shares or the holder of Company Common Stock or any shares of common stock of Merger Sub: (a) each Share which is outstanding immediately prior to the Effective Time shall(except (including each Share of restricted stock which is represented by a stock certificate issued to the holder of such restricted stock) shall (except as otherwise provided in paragraph (b) of this Section 1.2 or as provided in Section 1.4 hereof with respect to Shares as to which dissenters' ’ rights have been exercised) be converted into the right to receive $0.20 per Share from the Surviving Corporation $ 23.00 per ShareCorporation, in cash, without interest (the "“Merger Consideration"”), upon surrender of the certificate formerly representing the Share as provided in Section 1.3; (b) each Share owned by Merger Sub or the Company or any other direct or indirect Subsidiary subsidiary of Merger Sub or the Company immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation (the "“Surviving Corporation Common Stock"”) with the same rights, powers and privileges as the shares so converted.

Conversion or Cancellation of Shares. At the Effective Time, by virtue of the Merger and without any action of on the part of the Company, Parent, Merger Sub or the Company or the holder holders of any shares of Company Common Stock or any shares of common stock of Merger Subthe following securities: (a) each Each Share issued and outstanding immediately prior to the Effective Time shall(except as otherwise provided Time, other than Exception Shares (which will be canceled and cease to exist with no payment or distribution being made with respect thereto), Company Restricted Shares (which will be treated in paragraph accordance with Section 2.09(a)(2)) and Dissenting Shares (b) of this which will be treated in accordance with Section 1.2 or as 2.10), will be converted into and constitute the right to receive cash in an amount equal to $54.00, without interest (the “Merger Consideration”), payable to the holder thereof in the manner provided in Section 1.4 hereof with respect to 2.08. At the Effective Time, all Shares as to which dissenters' rights that have been exercised) be converted into the right to receive from the Surviving Corporation $ 23.00 per Share, in cash, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing the Share Consideration as provided in this Section 1.3; (b2.07(a) will no longer be outstanding and will be canceled and will cease to exist, and each Share owned by Merger Sub or the Company or any other direct or indirect Subsidiary holder of Merger Sub or the Company a Certificate that immediately prior to the Effective Time shall be canceled, and no payment shall be made represented such Shares will cease to have any rights with respect thereto; and, except the right to receive the Merger Consideration in exchange therefor in accordance with Section 2.08. (cb) each Each issued and outstanding share of Merger Sub Common Stock will be converted into one fully paid and nonassessable share of common stock stock, par value $.01 per share, of Merger Sub the Surviving Corporation, and will constitute the only outstanding immediately prior to the Effective Time shall be converted into and become one share shares of common capital stock of the Surviving Corporation (the "Surviving Corporation Common Stock") with the same rights, powers and privileges as the shares so convertedCorporation.

Conversion or Cancellation of Shares. At the Effective Time, by virtue of the Merger and without any action of on the part of Merger Sub or the Company or the holder of any shares of Company Common Stock or any shares of common stock of Merger Substockholder: (a) each Share Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall(except as otherwise provided in paragraph Time, other than Exception Shares (b) of this Section 1.2 or as provided in Section 1.4 hereof which shares shall be cancelled and shall cease to exist with no payment being made with respect to thereto) and Dissenting Shares as to (which dissenters' rights have been exercisedshares shall be treated in accordance with Section 2.10) shall be converted into and constitute the right to receive from cash in an amount equal to the Surviving Corporation $ 23.00 per Share, in cashPer Share Amount, without interest (the "“Merger Consideration"”), upon surrender of the certificate formerly representing the Share as provided in Section 1.3; (b) All shares of Company Common Stock (other than Exception Shares) shall no longer be outstanding and shall be cancelled and shall cease to exist, and each Share owned by Merger Sub or the Company or any other direct or indirect Subsidiary holder of Merger Sub or the Company a certificate that immediately prior to the Effective Time represented such shares of Company Common Stock (a “Certificate”) shall be canceled, and no payment shall be made cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such Certificate in accordance with Section 2.08 (in which case Merger Consideration paid in accordance with the terms of this Article II upon surrender of any Certificate shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock), or as otherwise provided in Section 2.07(a); and (c) each Each issued and outstanding share of common stock of Merger Sub outstanding immediately prior to the Effective Time Purchaser Common Stock shall be converted into one fully paid and become one nonassessable share of common stock stock, $0.01 par value, of the Surviving Corporation (the "Surviving Corporation Common Stock") with the same rights, powers and privileges as the shares so convertedCorporation.