Common use of Conversion of Common Stock Clause in Contracts

Conversion of Common Stock. Each share of Common Stock (each share of Common Stock, a “Share” and collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and, except as provided in Section 2.4, Dissenting Shares), will be converted into the right to receive $2.85 in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3), without interest (the “Merger Consideration”).

Conversion of Common Stock. Each share of Common Stock (Subject to Section 2.2, each share of common stock, par value $0.001 per share (the “Common Stock”), of the Company (a “Share” and or collectively, the “Shares”), ) issued and outstanding immediately prior to the Effective Time (Time, other than Excluded Shares and, except to be cancelled in accordance with Section 2.1(b) and other than Dissenting Shares (as provided in Section 2.4, Dissenting Sharesdefined below), will shall be converted into the right to receive $2.85 12.25 in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3)cash, without interest (the “Merger ConsiderationPer Share Amount”).

Conversion of Common Stock. Each share of Common Stock (each share of Common Stock, a “Share” and collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and, except as provided in Section 2.4, Dissenting Shares), will be converted into the right to receive $2.85 the Offer Price in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3), without interest (the “Merger Consideration”).

Conversion of Common Stock. Each share of Common Stock (Subject to Section 2.2, each share of Common Stockcommon stock, par value $0.01 per share, of the Company (a “Share” and or collectively, the “Shares”), ) issued and outstanding immediately prior to the Effective Time (Time, other than Excluded Shares and, except as provided to be cancelled in accordance with Section 2.4, 2.1(b) and other than Dissenting Shares), will shall be converted into the right to receive $2.85 14.80 in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3)cash, without interest (the “Merger ConsiderationPer Share Amount”).

Conversion of Common Stock. Each share of Common Stock (each share of Common Stockeach, a “Share” and collectively, the “Shares”), ) issued and outstanding immediately prior to the Effective Time (other than (i) Shares to be cancelled in accordance with Section 2.1(a) and (ii) Dissenting Shares (each, an “Excluded Shares andShare” and collectively, except as provided in Section 2.4, Dissenting the “Excluded Shares”), ) will be converted into the right to receive $2.85 33.80 in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3)cash, without interest (the “Merger Consideration”).

Conversion of Common Stock. Each share of Common Stock (Subject to Section 2.2, each share of common stock, par value $0.01 per share (the “Common Stock”), of the Company (a “Share” and or collectively, the “Shares”), ) issued and outstanding immediately prior to the Effective Time (Time, other than Excluded Shares and, except to be cancelled in accordance with Section 2.1(b) and other than Dissenting Shares (as provided in Section 2.4, Dissenting Shares), will defined below) shall be converted into the right to receive $2.85 1.45 in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3)cash, without interest (the “Merger ConsiderationPer Share Amount”).

Conversion of Common Stock. Each share of Common Stock (Except as otherwise provided herein, each share of the Company’s common stock, no par value per share (the “Common Stock, a “Share” and collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and, except as provided in shares to be canceled pursuant to Section 2.4, 2.6(c) and Dissenting Shares), will ) shall be converted into the right to receive receive, upon the Effective Time, $2.85 2.10 in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3), without interest (the “Merger Consideration”).

Conversion of Common Stock. Each share of Common Stock (Subject to Section 2.7, each share of Company Common Stock, a “Share” and collectively, the “Shares”), Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Excluded Shares and, except as provided in Section 2.4, Dissenting Shares), will ) shall be converted into the right to receive $2.85 1.80 in cash from payable to the Surviving Corporation (through the Paying Agent as provided in Section 2.3)holder thereof, without interest (the “Merger Consideration”), less any required withholding taxes.

Conversion of Common Stock. Each Subject to Section 1.7 hereof, at the Effective Time, each outstanding share of the Company’s common stock, par value $0.10 per share (“Common Stock”), upon the terms and subject to the conditions set forth below and throughout this Agreement, including the escrow provisions set forth in Article VII hereof, will be cancelled and extinguished and be converted automatically, without any action on the part of Holdings, the Company or the holders of Common Stock (each share of Common Stock, a “Share” and collectively, the “SharesShareholders”), issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and, except as provided in Section 2.4, Dissenting Shares), will be converted into the a right to receive $2.85 in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3), without interest (the “Merger Per Share Consideration”).

Conversion of Common Stock. Each share of Common Stock (Subject to Section 2.7, each share of Company Common Stock, a “Share” and collectively, the “Shares”), Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Excluded Shares and, except as provided in Section 2.4, Dissenting Shares), will ) shall be converted into the right to receive $2.85 7.60 in cash from payable to the Surviving Corporation (through the Paying Agent as provided in Section 2.3)holder thereof, without interest (the “Merger Consideration”), less any required withholding taxes.

Conversion of Common Stock. Each share of Common Stock (Subject to Section 2.7, each share of Company Common Stock, a “Share” and collectively, the “Shares”), Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Excluded Shares and, except as provided in Section 2.4, Dissenting Shares), will ) shall be converted into the right to receive $2.85 58.50 in cash from payable to the Surviving Corporation (through the Paying Agent as provided in Section 2.3)holder thereof, without interest (the “Merger Consideration”).

Conversion of Common Stock. Each share of Common Stock (Except as otherwise provided herein, each share of the Company’s common stock, no par value per share (the “Common Stock, a “Share” and collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and, except as provided in shares to be canceled pursuant to Section 2.4, 2.6(c) and Dissenting Shares), will ) shall be converted into the right to receive receive, upon the Effective Time, $2.85 in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3), without interest (the “Merger Consideration”).

Conversion of Common Stock. Each share of Common Stock (each share of Common Stock, a “Share” and collectivelypar value $0.001 per share, of the Company (the “SharesCommon Stock”), ) issued and outstanding immediately prior to the Effective Time (other than Excluded shares to be canceled in accordance with Section 1.06(a)(ii)) and the Appraisal Shares and, except as provided in Section 2.4, Dissenting Shares), will shall be converted into the right to receive $2.85 receive, in cash from and without interest, (A) the Surviving Corporation Common Closing Amount Per Share (through subject to the Paying Agent as provided in Expense Fund contribution provisions of Section 2.31.07(d)) and (B) subject to Section 1.13 and ARTICLE VIII, without interest (the “Merger Consideration”)Common Payout Amount.

Conversion of Common Stock. Each share of Common Stock (Except as otherwise provided herein, each share of the Company’s common stock, no par value per share (the “Common Stock, a “Share” and collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and, except as provided in shares to be canceled pursuant to Section 2.4, 2.6(c) and Dissenting Shares), will ) shall be converted into the right to receive receive, upon the Effective Time, $2.85 2.85in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3), without interest (the “Merger Consideration”).