Common use of Consideration for Company Common Stock Clause in Contracts

Consideration for Company Common Stock. Subject to Section 1.11, each issued and outstanding share of Company Common Stock (other than Dissenting Shares and shares to be canceled in accordance with Section 1.7(a)) shall be converted into either (i) the right to receive 0.3987 fully paid and nonassessable shares of common stock, par value $1.00 per share, of Parent ("Parent Common Stock") (the "Per Share Stock Amount"), or (ii) the right to receive $23.00 in cash, without interest (the "Per Share Cash Amount"), or (iii) a combination of shares of Parent Common Stock and cash, each as determined in accordance with Section 1.7(f), Section 1.7(g) or Section 1.7(h). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive, upon surrender of such certificate in accordance with Section 2.3, the Per Share Stock Amount, the Per Share Cash Amount or a combination of cash and Parent Common Stock, each in accordance with this Section 1.7. The consideration to be received in the Merger under this Article for one share of Company Common Stock shall be referred to herein as the "Merger Consideration."

Consideration for Company Common Stock. Subject to Section 1.11, each issued and outstanding share of Company Common Stock (other than Dissenting Shares and shares to be canceled cancelled in accordance with Section 1.7(a)) shall be converted into either (i) the right to receive 0.3987 fully paid and nonassessable shares of common stock, par value $1.00 per share, of Parent ("Parent Common Stock") (the "Per Share Stock Amount"), or (ii) the right to receive $23.00 in cash, without interest (the "Per Share Cash Amount"), or (iii) a combination of shares of Parent Common Stock and cash, each as determined in accordance with Section 1.7(f), Section 1.7(g) or Section 1.7(h). As of the Effective Time, all 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 representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive, upon surrender of such certificate in accordance with Section 2.3, the Per Share Stock Amount, the Per Share Cash Amount or a combination of cash and Parent Common Stock, each in accordance with this Section 1.7. The consideration to be received in the Merger under this Article for one share of Company Common Stock shall be referred to herein as the "Merger Consideration."