Common use of Effect on Stock Clause in Contracts

Effect on Stock. At the Effective Time, as a result of the Merger and without any action on the part of the holder of any stock of the Company: (a) Merger Consideration. Each share of common stock, par value $2.50 per share, of the Company (each a "Share" or, collectively, the "Shares") issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent or any direct or indirect Subsidiary of Parent (collectively, the "Parent Companies") or Shares that are owned by the Company or any direct or indirect Subsidiary of the Company (and in each case not held on behalf of third parties) ("Excluded Shares")) shall be converted into, and become exchangeable for the right to receive (the "Merger Consideration") that number of shares (the "Exchange Ratio") of common stock, no par value ("Parent Common Stock"), of Parent determined by dividing $22 by the average of the daily average per share high and low sales prices of one share of Parent Common Stock as reported on the New York Stock Exchange, Inc. (the "NYSE") composite transactions reporting system (as reported in the New York City edition of The Wall Street Journal or, if not reported thereby, another authoritative source) for each of the 20 trading days ending on the third trading day prior to the Stockholders Meeting (as defined in Section 6.4 hereof) rounded to the fourth decimal place (the "Average Parent Price"), provided, that, (i) if the Average Parent Price is less than $74 (the "Lower Collar"), the Exchange Ratio shall be 0.2973; and (ii) if the Average Parent Price is greater than $78 (the "Upper Collar" and, together with the Lower Collar, the "Collars"), the Exchange Ratio shall be 0.2821. At the Effective Time, all Shares shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each certificate (a "Certificate") formerly representing any of such Shares (other than Excluded Shares) shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares pursuant to Section 4.2(e), if any, and any distribution or dividend pursuant to Section 4.2(c).

Effect on Stock. At As of the Effective Time, as a result by virtue of the Merger and without any action on the part of the holder of any stock of Purchaser, Merger Sub, the Company, any Stockholder or any other Person: (a) Merger Consideration. Any shares of capital stock of the Company that are owned by the Company (as treasury stock or otherwise) immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Each share of common stock, par value $2.50 per share, of the Company (each a "Share" or, collectively, the "Shares") Series AC Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent or (i) any direct or indirect Subsidiary of Parent shares to be cancelled and retired in accordance with Section 3.4(a) and (collectively, the "Parent Companies"ii) or Shares that are owned by the Company or any direct or indirect Subsidiary of the Company (and in each case not held on behalf of third parties) ("Excluded Dissenting Shares")) shall be converted into, and become exchangeable for into the right to receive (A) such amount payable in respect of such share from the "Merger Consideration"Net Closing Payment as provided in this Agreement and (B) such amounts, if any, that number may become payable in respect of shares (the "Exchange Ratio") of common stock, no par value ("Parent Common Stock"), of Parent determined by dividing $22 by the average of the daily average per such share high and low sales prices of one share of Parent Common Stock as reported on the New York Stock Exchange, Inc. (the "NYSE") composite transactions reporting system (as reported in the New York City edition of The Wall Street Journal orfuture from the Working Capital Surplus Payment, if not reported thereby, another authoritative source) for each of the 20 trading days ending on the third trading day prior to the Stockholders Meeting (as defined in Section 6.4 hereof) rounded to the fourth decimal place (the "Average Parent Price"), provided, that, (i) if the Average Parent Price is less than $74 (the "Lower Collar")any, the Exchange Ratio shall be 0.2973; and (ii) if the Average Parent Price is greater than $78 (the "Upper Collar" and, together with the Lower Collar, the "Collars"), the Exchange Ratio shall be 0.2821. At the Effective Time, all Shares shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each certificate (a "Certificate") formerly representing any of such Shares (other than Excluded Shares) shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares pursuant to Section 4.2(e)Earnout Payments, if any, and the Holdback Payments, if any, in each case, as provided in this Agreement, at the respective times and subject to the contingencies specified herein. (c) Each share of Series AB Preferred Stock, Series AA Preferred Stock, Series A-2 Preferred Stock and Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) any shares to be cancelled and retired in accordance with Section 3.4(a) and (ii) Dissenting Shares) shall be converted into the right to receive such amounts, if any, that may become payable in respect of such share in the future from the Earnout Payments, if any, as provided in this Agreement, at the respective times and subject to the contingencies specified herein. For the avoidance of doubt, as reflected by the Equityholder Payment Instructions, the holders of such shares shall not receive any payment or distribution or dividend pursuant for such shares on the Closing Date. (d) Each share of common stock of Merger Sub issued and outstanding immediately prior to Section 4.2(c)the Effective Time of the Merger will be converted into one share of the common stock, par value $0.001 per share, 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.

Effect on Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any securities of the Company, Parent or Merger Sub: (a) Each share of common stock, no par value (the "Common Stock"), each share of Series A Convertible Preferred Stock, $.10 par value per share (the "Series A Convertible Preferred Stock") and each share of Series B Convertible Preferred Stock, $.10 par value per share (the "Series B Convertible Preferred Stock") of the Company (collectively, the Common Stock, the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock are sometimes hereinafter referred to as a result the "Company Stock") that is, immediately prior to the Effective Time, authorized but unissued (even if reserved), held in the Company's treasury or by any of the Company's direct or indirect wholly owned subsidiaries immediately prior to the Effective Time, and each share of Company Stock that is owned by Parent, Merger Sub or any other wholly owned subsidiary of Parent (collectively, the "Excluded Shares") shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Subject to Section 5.06 and Section 10.10, each issued and outstanding share of Company Stock (other than shares to be cancelled in accordance with Section 2.01(a) and Dissenting Shares) shall, at the Effective Time, by virtue of the Merger and without any action on the part of the holder of any stock of the Company: (a) Merger Consideration. Each share of common stockthereof, par value $2.50 per share, of the Company (each a "Share" or, collectively, the "Shares") issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent or any direct or indirect Subsidiary of Parent (collectively, the "Parent Companies") or Shares that are owned by the Company or any direct or indirect Subsidiary of the Company (and in each case not held on behalf of third parties) ("Excluded Shares")) shall be converted into, and become exchangeable for into the right to receive in cash per share payable to the holder thereof, without interest thereon (the "Merger Consideration"), upon surrender and exchange of the certificate representing such share of Company Stock the following amounts: (i) that number each share of shares (the "Exchange Ratio") of common stock, no par value ("Parent Common Stock"), of Parent determined by dividing $22 by the average of the daily average per share high and low sales prices of one 1.00; (ii) each share of Parent Common Stock as reported on Series A Convertible Preferred Stock, $2.00; and (iii) each share of Series B Convertible Preferred Stock, $10.00; provided however, that the New York Stock Exchange, Inc. maximum aggregate amount of Merger Consideration including the Option Amount (the "NYSE") composite transactions reporting system (as reported in the New York City edition of The Wall Street Journal or, if not reported thereby, another authoritative source) for each of the 20 trading days ending on the third trading day prior to the Stockholders Meeting (as defined in Section 6.4 hereof2.02) rounded to the fourth decimal place (the "Average Parent Price"), provided, that, (i) if the Average Parent Price is less than shall not exceed $74 (the "Lower Collar"), the Exchange Ratio shall be 0.2973; and (ii) if the Average Parent Price is greater than $78 (the "Upper Collar" and, together with the Lower Collar, the "Collars"), the Exchange Ratio shall be 0.282122,900,000. At As of the Effective Time, all Shares such shares of Company Stock shall no longer be outstanding and outstanding, shall automatically be canceled 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 Stock (the "Certificates") shall cease to have any rights with respect thereto, except the right to receive Merger Consideration. (c) Notwithstanding any provision of this Agreement to the contrary, each outstanding share of Company Stock that is issued and outstanding immediately prior to the Effective Time and the holder of which (i) has not voted in favor of the Merger, (ii) has filed a written notice of dissent and has made written demand for the payment of the fair value of shares pursuant to and in accordance with Section 14A:11-2 of the NJCA and (iii) has not effectively withdrawn or lost such right to receive payment of the fair value of shares (a "CertificateDissenting Share") formerly representing any shall not be converted into or represent a right to receive the Merger Consideration pursuant to Section 2.01(b). The holder thereof shall instead be entitled to receive payment of the appraised value of such Shares (other than Excluded Shares) shares of Company Stock held by them in accordance with the provisions of Section 14A:11-3 of the NJCA; provided, however, that any Dissenting Share held by a person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal or lose the right of appraisal, in either case pursuant to the NJCA, shall thereafter represent only be deemed to be converted into, as of the Effective Time, the right to receive the Merger Consideration, cash in lieu of fractional shares Consideration pursuant to Section 4.2(e2.01(b). The Company shall give Parent prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to the applicable provisions of the NJCA relating to the appraisal process received by the Company. Notwithstanding anything to the contrary in this Section 2.01(c), if any(A) the Merger is rescinded or abandoned or (B) the stockholders of the Company revoke the authority to effect the Merger, and the right of any distribution or dividend stockholder of the Company to be paid the fair value of such stockholder's Dissenting Shares pursuant to Section 4.2(c)the NJCA shall cease. (d) Each issued and outstanding share of common stock, par value $0.001 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, as 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 $.01 per share, of the Company (together with the associated Company Stockholder Rights, 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 wholly owned subsidiary of Parent (except for shares held in a result separate account or any mutual fund of any Subsidiary of Parent), shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Each issued and outstanding share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(a) and Dissenting Shares) shall, at the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive a fraction of any stock of the Company: (a) Merger Consideration. Each a duly authorized, validly issued, fully paid and nonassessable share of common stockstock of Parent, par value $2.50 per share, of 1.25 (together with the Company associated common share purchase rights (each a "Share" or, collectively, the "SharesParent ------ Stockholder Rights") issued and outstanding immediately prior pursuant to the Effective Time Amended and Restated Rights ------------------ Agreement dated as of November 7, 1994 between Parent and First Union National Bank as Rights Agent (other than Shares owned by Parent or any direct or indirect Subsidiary of Parent (collectivelyas amended from time to time, the "Parent Companies") or Shares that are owned by the Company or any direct or indirect Subsidiary of the Company (and in each case not held on behalf of third parties) ("Excluded Shares------ Rights Agreement")) shall be converted into, and become exchangeable for the right to receive (the "Merger Consideration") that number of shares (the "Exchange Ratio") of common stock, no par value ("Parent Common Stock"), of Parent determined by dividing $22 by the average of the daily average per share high and low sales prices of one share or cash, or a combination ---------------- ------------------- of Parent Common Stock as reported on and cash, in accordance with the New York Stock Exchangefollowing: (ii) $32.00 in cash, Inc. without any interest thereon (the "NYSECash ---- Consideration") composite transactions reporting system (as reported in ; the New York City edition of The Wall Street Journal orCommon Stock Consideration and the Cash ------------- Consideration, if not reported thereby, another authoritative source) for each of the 20 trading days ending on the third trading day prior to the Stockholders Meeting (as defined in Section 6.4 hereof) rounded to the fourth decimal place (the "Average Parent Price"), provided, that, (i) if the Average Parent Price is less than $74 (the "Lower Collar"), the Exchange Ratio shall be 0.2973; and (ii) if the Average Parent Price is greater than $78 (the "Upper Collar" and, together with the Lower Collarcollectively, the "CollarsMerger Consideration"); -------------------- in each case as the holder thereof shall have elected or be deemed to have elected, in accordance with and subject to the Exchange Ratio shall be 0.2821limitations set forth in Section 2.2 hereof determined as provided in Section 2.3 hereof. At As of the Effective Time, all Shares such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled 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 (a the "CertificateCertificates") formerly representing shall cease to have any rights with ------------ respect thereto, except as otherwise provided herein or by law. (c) Each option granted under the Company's option plans held by employees and directors outstanding at the Effective Time to acquire a share of such Shares (other than Excluded Shares) Company Common Stock shall thereafter represent only be converted into the right to receive an amount in cash (the Merger Consideration"Option Amount") equal to the Cash Consideration ------------- less the exercise price therefor. As promptly as practicable following the Effective Time, the Surviving Corporation shall pay to each holder of one or more options the applicable Option Amount (less any applicable withholding taxes). On the Closing Date, the Company shall deposit in a bank account not within the Company's control an amount of cash in lieu of fractional shares equal to the aggregate payments to be made pursuant to Section 4.2(e)the prior sentence together with instructions that such cash be promptly distributed following the Effective Time to the holders of such options in accordance with this Section. (d) Each issued and outstanding share of common stock, par value $100 per share, of Merger Sub shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. (e) The calculations of the computations required by this Article II shall be prepared by Parent prior to the Closing Date and shall be set forth in a statement furnished to the Company showing in reasonable detail the manner of calculation. (f) At the Effective Time, the stock transfer books of the Company shall be closed as to holders of the Company Common Stock immediately prior to the Effective Time and no transfer of the Company Common Stock by any such holder shall thereafter be made or recognized. If, after the Effective Time, Certificates are properly presented in accordance with this Article II to the Exchange Agent, such Certificates shall be canceled and exchanged for certificates representing the number of shares of Parent Common Stock, and/or a check representing the amount of cash, if any, and any distribution or dividend pursuant to Section 4.2(c)into which the Company Common Stock represented thereby was converted in the Merger.