Common use of Effect on Stock Clause in Contracts

Effect on Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders of any securities of the Company or Merger Sub: (a) Each share of common stock, par value $0.01 per share, of the Company (the "Company Common Stock") issued and held, immediately prior to the Effective Time, in the Company's treasury or by any of the Company's direct or indirect wholly owned subsidiaries, and each share of Company Common Stock that is owned by Parent, Merger Sub or any other subsidiary of Parent, shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Subject to Section 2.2(e), each issued and outstanding share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(a)) shall thereupon be converted into and shall thereafter represent .74 (the "Conversion Fraction") fully paid and nonassessable share of Parent Common Stock (the "Merger Consideration"). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") shall cease to have any rights with respect thereto, except the right to receive (i) certificates representing the number of whole shares of Parent Common Stock into which such shares have been converted (the "Parent Certificates"), (ii) certain dividends and other distributions in accordance with Section 2.2(c), and (iii) cash in lieu of fractional shares of Parent Common Stock in accordance with Section 2.2(e), without interest. (c) Each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Effect on Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub Newco or the holders of any securities of the Company or Merger SubNewco: (a) Each share of common stock, par value $0.01 .10 per share, of the Company (the "Company Common Stock") issued and held, immediately prior to the Effective Time, in the Company's treasury or by any of the Company's direct or indirect wholly owned subsidiaries, and each share of Company Common Stock that is owned by Parent, Merger Sub or any other subsidiary of Parent, Newco shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Subject to Section 2.2(e), each Each issued and outstanding share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(a)2.01(a) and shares which are held by stockholders exercising appraisal rights under Section 262 of the DGCL) shall thereupon be converted into and shall thereafter represent .74 the right to receive $6.00 in cash, without interest thereon (the "Conversion Fraction") fully paid and nonassessable share of Parent Common Stock (the "Per Share Merger Consideration"). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented such outstanding shares of Company Common Stock (the "Certificates") shall cease to have any rights with respect thereto, except the right to receive (ithe Per Share Merger Consideration set forth in this Section 2.01(b) certificates representing the number of whole shares of Parent Common Stock into which for each such shares have been converted (the "Parent Certificates"), (ii) certain dividends and other distributions in accordance with Section 2.2(c), and (iii) cash in lieu of fractional shares of Parent Common Stock in accordance with Section 2.2(e), without interestshare. (c) Each issued and outstanding share of common stock, par value $0.01 .01 per share, of Merger Sub Newco shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Effect on Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders of any securities Common Stock or Preferred Stock or any holders of the Company or capital stock of Merger Sub: (ai) Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one (1) fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Company following the Merger, and such shares shall constitute the only outstanding shares of capital stock of the Surviving Company. (the "Company ii) Each share of Common Stock"Stock (including each Restricted Share and each Deferred Share) issued and held, outstanding immediately prior to the Effective TimeTime will, by virtue of the Merger and without any action on the part of the holder thereof, be automatically cancelled and cease to exist, and no consideration shall be delivered in exchange therefor and each holder of a Certificate shall cease to have any rights with respect thereto. (iii) Each share of Preferred Stock issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, be automatically canceled and cease to exist, and no consideration shall be delivered in exchange therefor and each holder of a Certificate shall cease to have any rights with respect thereto. (iv) Each share of Common Stock and Preferred Stock held in the Company's treasury or by any of the Company's direct Company or indirect wholly owned subsidiaries, and each share of Company Common Stock that is owned directly by Parent, Buyer or Merger Sub or any other subsidiary of Parent, shall be automatically be cancelled canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Subject to Section 2.2(e), each issued and outstanding share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(a)) shall thereupon be converted into and shall thereafter represent .74 (the "Conversion Fraction") fully paid and nonassessable share of Parent Common Stock (the "Merger Consideration"). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") shall cease to have any rights with respect thereto, except the right to receive (i) certificates representing the number of whole shares of Parent Common Stock into which such shares have been converted (the "Parent Certificates"), (ii) certain dividends and other distributions in accordance with Section 2.2(c), and (iii) cash in lieu of fractional shares of Parent Common Stock in accordance with Section 2.2(e), without interest. (c) Each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Effect on Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders of any securities of the Company or Merger SubHolder: (a) Subject to Section 3.5 and the other provisions of this Section 3.7: (i) Each share of common Series A Preferred Stock (excluding Dissenting Shares or any shares of Series A Preferred Stock held as treasury stock, par value $0.01 per share, of the Company (the "Company Common Stock") issued and held, outstanding as of immediately prior to the Effective TimeTime shall be converted into the right to receive, upon the surrender of the Certificate formerly representing such share of Series A Preferred Stock, an amount equal to (A) the Initial Per Series A Share Amount, (B) the portion of any Post-Closing Addition allocable to such share (determined as provided in Section 3.8), and (C) the Contingent Per Share Amount with respect to each Contingent Consideration Amount, if any, allocable to such share (calculated on an as-converted-to-common-stock basis), at the times and in the amounts provided under this Agreement, in the Company's treasury or by any of the Company's direct or indirect wholly owned subsidiaries, each case subject to and each share of Company Common Stock that is owned by Parent, Merger Sub or any other subsidiary of Parent, shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Subject to Section 2.2(e), each issued and outstanding share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(athe terms of this Agreement (including, without limitation, the provisions of this Agreement relating to the Escrow Account) and without interest (except to the extent that interest and other income is earned on and distributed from the Escrow Account with respect to such share)) shall thereupon be converted into and shall thereafter represent .74 (the "Conversion Fraction") fully paid and nonassessable . Each such share of Parent Common Series A Preferred Stock (the "Merger Consideration"). As of the Effective Time, all such excluding Dissenting Shares or any shares of Company Common Series A Preferred Stock held as treasury stock) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates such Certificate which immediately prior to the Effective Time represented outstanding shares represents any such share of Company Common Series A Preferred Stock (the "Certificates") shall cease to have any rights with respect thereto, except the right to receive the amounts described in the foregoing clauses (iA) certificates representing the number of whole shares of Parent Common Stock into which such shares have been converted through (the "Parent Certificates"), (iiC) certain dividends and other distributions to be paid in consideration therefor in accordance with Section 2.2(c3.12. (ii) Each share of Series B Preferred Stock (excluding Dissenting Shares or any shares of Series B Preferred Stock held as treasury stock) issued and outstanding as of immediately prior to the Effective Time shall be converted into the right to receive, upon the surrender of the Certificate formerly representing such share of Series B Preferred Stock, an amount equal to (A) the Initial Per Series B Share Amount, (B) the portion of any Post-Closing Addition allocable to such share (determined as provided in Section 3.8), and (iiiC) cash the Contingent Per Share Amount with respect to each Contingent Consideration Amount, if any, allocable to such share (calculated on an as-converted-to-common-stock basis), at the times and in lieu the amounts provided under this Agreement, in each case subject to and in accordance with the terms of fractional this Agreement (including, without limitation, the provisions of this Agreement relating to the Escrow Account) and without interest (except to the extent that interest and other income is earned on and distributed from the Escrow Account with respect to such share). Each such share of Series B Preferred Stock (excluding Dissenting Shares or any shares of Parent Common Series B Preferred Stock held as treasury stock) shall no longer be outstanding and shall be cancelled and shall cease to exist, and each holder of such Certificate which immediately prior to the Effective Time represents any such share of Series B Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the amounts described in the foregoing clauses (A) through (C) to be paid in consideration therefor in accordance with Section 2.2(e3.12. (iii) Each share of Series C Preferred Stock (excluding Dissenting Shares or any shares of Series C Preferred Stock held as treasury stock) issued and outstanding as of immediately prior to the Effective Time shall be converted into the right to receive, upon the surrender of the Certificate formerly representing such share of Series C Preferred Stock, an amount equal to (A) the Initial Per Series C Share Amount, and (B) the Contingent Per Share Amount with respect to each Contingent Consideration Amount, if any, allocable to such share (calculated on an as-converted-to-common-stock basis) at the times and in the amounts provided under this Agreement, in each case subject to and in accordance with the terms of this Agreement (including, without limitation, the provisions of this Agreement relating to the Escrow Account) and without interest (except to the extent that interest and other income is earned on and distributed from the Escrow Account with respect to such share). Each such share of Series C Preferred Stock (excluding Dissenting Shares or any shares of Series C Preferred Stock held as treasury stock) shall no longer be outstanding and shall be cancelled and shall cease to exist, and each holder of such Certificate which immediately prior to the Effective Time represents any such share of Series C Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the amounts described in the foregoing clauses (A) through (C) to be paid in consideration therefor in accordance with Section 3.12. (iv) Each share of Series D Preferred Stock (excluding Dissenting Shares or any shares of Series D Preferred Stock held as treasury stock) issued and outstanding as of immediately prior to the Effective Time shall be converted into the right to receive, upon the surrender of the Certificate formerly representing such share of Series D Preferred Stock, an amount equal to (A) the Initial Per Series D Share Amount, and (B) the Contingent Per Share Amount with respect to each Contingent Consideration Amount, if any, allocable to such share (calculated on an as-converted-to-common-stock basis) at the times and in the amounts provided under this Agreement, in each case subject to and in accordance with the terms of this Agreement (including, without limitation, the provisions of this Agreement relating to the Escrow Account) and without interest (except to the extent that interest and other income is earned on and distributed from the Escrow Account with respect to such share). Each such share of Series D Preferred Stock (excluding Dissenting Shares or any shares of Series D Preferred Stock held as treasury stock) shall no longer be outstanding and shall be cancelled and shall cease to exist, and each holder of such Certificate which immediately prior to the Effective Time represents any such share of Series D Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the amounts described in the foregoing clauses (A) through (C) to be paid in consideration therefor in accordance with Section 3.12. (v) Each share of Common Stock (excluding for these purposes Dissenting Shares or any shares of Common Stock held as treasury stock) issued and outstanding as of immediately prior to the Effective Time shall be converted into the right to receive, upon the surrender of the Certificate formerly representing such share of Common Stock, an amount equal to the Contingent Per Share Amount with respect to each Contingent Consideration Amount, if any, subject to and in accordance with the terms of this Agreement and without interest. Each such share of Common Stock (excluding for these purposes Dissenting Shares or any shares of Common Stock held as treasury stock) shall no longer be outstanding and shall be cancelled and shall cease to exist, and each holder of such Certificate which immediately prior to the Effective Time represents any such share of Common Stock shall cease to have any rights with respect thereto, except the right to receive the amounts described in the foregoing sentence to be paid in consideration therefor in accordance with Section 3.12, without interest. (cb) Each share of capital stock of the Merger Sub issued and outstanding share immediately prior to the Effective Time of common stock, par value $0.01 per share, of the Merger Sub shall will be converted into one validly issued, fully paid and nonassessable (1) share of common stock of the Surviving Corporation, and such common stock of the Surviving Corporation issued on that conversion will constitute all of the issued and outstanding shares of capital stock of the Surviving Corporation immediately following the Effective Time. (c) Notwithstanding Section 3.7(a), each share of Company Capital Stock that is owned by the Company (as treasury or otherwise), the Purchaser or any Subsidiary of the Purchaser, including, without limitation, Merger Sub, immediately prior to the Effective Time shall be cancelled and shall cease to exist and no payment shall be made with respect thereto. (d) Notwithstanding Section 3.7(a), shares of Company Capital Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a Shareholder who has not voted such shares in favor of the Merger and who has properly exercised or may properly exercise dissenters’ rights in the manner provided by Chapter 13 of the CGCL (“Dissenting Shares”) shall be cancelled and shall cease to exist but shall not be converted into a right to receive a portion of the Final Merger Consideration as provided in this Agreement unless and until the Effective Time has occurred and the holder of such Dissenting Shares becomes ineligible for such dissenters’ rights. The holders of Dissenting Shares shall be entitled only to such rights as are granted by Chapter 13 of the CGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Chapter 13 of the CGCL shall receive payment therefor from the Purchaser in accordance with the CGCL; provided, however, that (a) if any such holder of Dissenting Shares shall have failed to establish entitlement to dissenters’ rights as provided in Chapter 13 of the CGCL, (b) if any such holder of Dissenting Shares shall have effectively withdrawn demand for appraisal of such shares or lost the right to appraisal and payment for shares under Chapter 13 of the CGCL, or (c) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Chapter 13 of the CGCL, such holder of Dissenting Shares shall forfeit the right to appraisal of such shares and each such Dissenting Share shall be treated as if it had been, as of the Effective Time, converted into a right to receive the applicable portion of the Final Merger Consideration as provided in this Agreement, without interest thereon, as provided in this Agreement. The Company (or after the Closing, the Shareholders Representative) shall give the Purchaser prompt notice of any demands received by the Company for appraisal of any shares of Company Capital Stock, withdrawals of such demands and any other instruments served pursuant to the CGCL received by the Company (or, after the Closing, the Shareholders Representative), and the Purchaser shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of the Purchaser (which shall not be unreasonably withheld or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands or agree to do or commit to do any of the foregoing except to the extent required by applicable Law.

Effect on Stock. At the Effective Time, by virtue of the Merger Mergers and without any action on the part of the Company, Merger Sub or the holders of any securities of the Company or Merger Subthereof: (a) Each share of common stockbeneficial interest, $1.00 par value $0.01 per sharevalue, of the Company (the "Company Common StockShares") issued and held, immediately prior to the Effective Time, in the Company's treasury or by any of the Company's direct or indirect wholly owned subsidiaries, and each share of Company Common Stock that is owned by Parent, Merger Sub or any other subsidiary of Parent, shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Subject to Section 2.2(e), each issued and outstanding share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(a)) shall thereupon be converted into and shall thereafter represent .74 (the "Conversion Fraction") fully paid and nonassessable share of Parent Common Stock (the "Merger Consideration"). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") shall cease to have any rights with respect thereto, except the right to receive (i) certificates representing the number of whole shares of Parent Common Stock into which such shares have been converted (the "Parent Certificates"), (ii) certain dividends and other distributions in accordance with Section 2.2(c), and (iii) cash in lieu of fractional shares of Parent Common Stock in accordance with Section 2.2(e), without interest. (c) Each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub shall be converted into into, and shall become, one validly issued, fully paid and nonassessable share of common stock stock, $0.001 par value per share ("Common Stock"), of the Surviving CorporationNew Company. At the Effective Time, all Shares shall no longer be outstanding and shall be canceled and retired and shall cease to exist. (b) Each Share issued and held in the Company's treasury at the Effective Time shall, by virtue of the Mergers and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each partnership interest in the Limited Partnership existing immediately prior to the Effective Time shall, by virtue of the Mergers and without any action on the part of the Limited Partnership or the holder of such interests, be canceled and retired without payment of any consideration therefor. (d) At the Effective Time, each share of Common Stock of the New Company issued and outstanding immediately prior to the Effective Time shall, by virtue of the Mergers and without any action on the part of the New Company or the holder thereof, be canceled and retired without payment of any consideration therefor, and such shares shall have the status of unauthorized and unissued shares of Common Stock.