Common use of Effect on Outstanding Shares Clause in Contracts

Effect on Outstanding Shares. (a) (i) By virtue of the Merger, automatically and without any action on the part of the holder thereof, each share of Company Common Stock issued and outstanding at the Effective Time (other than (x) shares the holder of which, pursuant to any applicable law providing for dissenters' or appraisal rights, is entitled to receive payment in accordance with the provisions of any such law, such holder to have only the rights provided in any such law (the "Dissenters' Shares"), and (y) shares held directly or indirectly by Western, other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) (the aggregate number of all such shares being hereinafter referred to as the "Outstanding Company Share Number") shall become and be converted into the right to receive, at the election of each holder thereof, but subject to the election and allocation procedures of this Section 1.2(a), the other provisions of this Section 1.2 and Section 1.3, either: (A) $28 in cash without interest (the "Cash Consideration"), or (B) 0.875 shares of Western Common Stock (the "Conversion Number") (as it may be increased as described in this Section 1.2(a), the "Stock Consideration"); A-2

Effect on Outstanding Shares. (a) (i) By virtue of the Merger, automatically and without any action on the part of the holder thereof, each share of Company Common Stock issued and outstanding at the Effective Time (other than (x) shares the holder of which, pursuant to any applicable law providing for dissenters' or appraisal rights, is entitled to receive payment in accordance with the provisions of any such law, such holder to have only the rights provided in any such law (the "Dissenters' Shares"), and (y) shares held directly or indirectly by Western, other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) (the aggregate number of all such shares being hereinafter referred to as the "Outstanding Company Share Number") shall become and be converted into the right to receive, at the election of each holder thereof, but subject to the election and allocation procedures of this Section 1.2(a), the other provisions of this Section 1.2 and Section 1.3, either: : (A) $28 in cash without interest (the "Cash Consideration"), or or (B) 0.875 shares of Western Common Stock (the "Conversion Number") (as it may be increased as described in this Section 1.2(a), the "Stock Consideration"); A-2provided that, subject to Section 1.3(c)(iv), no more than 50% of the outstanding shares of Company Common Stock shall be converted into the right to receive Stock Consideration (such number of shares of Company Common Stock, the "Stock Number"), and provided further that, at any time prior to the Company's Meeting, Western, at its sole option, may increase the Stock Consideration, and thereafter in the event that the condition set forth in Section 5.1(g) is not fulfilled or waived, Western, at its sole option, may increase the Stock Consideration to the extent necessary to permit such condition to be fulfilled.