Common use of Conversion and Cancellation of PRCO Capital Stock Clause in Contracts

Conversion and Cancellation of PRCO Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquisition or PRCO or the holders of any shares of the capital stock of Acquisition or PRCO: (a) Subject to the provisions of Sections 2.4 and 2.5, each share of PRCO Capital Stock (the "PRCO Common Stock Shares") issued and outstanding immediately prior to the Effective Time (other than shares canceled in accordance with Section 2.1(b) and other than with respect to the escrow shares deposited by PRCO with the Escrow Agent (as defined below) in accordance with the Purchase Agreement (the "PRCO Escrow Shares") which shall be automatically cancelled and replaced with an equal number of Company Escrow Shares in accordance with Section 2.2, shall be converted into 0.01 (the "Exchange Ratio") of a validly issued, fully paid and nonassessable share of Company Common Stock (the "Company Common Stock Shares"). As of the Effective Time, each PRCO Common Stock Share shall no longer be outstanding and shall automatically be canceled and cease to exist, and each holder of a certificate representing any PRCO Common Stock Share shall cease to have any rights with respect thereto other than the right to receive Company Common Stock Shares to be issued in consideration therefor upon the surrender of such certificate, properly endorsed to the Company. (b) Each share of PRCO Capital Stock held in the treasury of PRCO and each share of PRCO Capital Stock owned by Acquisition or Company shall be canceled without any conversion thereof and no payment, distribution or other consideration shall be made with respect thereto. (c) Each issued and outstanding share of Acquisition Common Stock shall be converted into one validly issued, fully paid and nonassessable share of Surviving Corporation Common Stock.

Conversion and Cancellation of PRCO Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquisition or PRCO or the holders of any shares of the capital stock of Acquisition or PRCO: (a) Subject to the provisions of Sections 2.4 and 2.5, each share of PRCO Capital Stock (the "PRCO Common Stock Shares") issued and outstanding immediately prior to the Effective Time (other than shares canceled in accordance with Section 2.1(b) and other than with respect to the escrow shares deposited by PRCO with the Escrow Agent (as defined below) in accordance with the Purchase Agreement (the "PRCO Escrow Shares") which shall be automatically cancelled and replaced with an equal number of Company Escrow Shares in accordance with Section 2.2, shall be converted into 0.01 [0.01] (the "Exchange Ratio") of a validly issued, fully paid and nonassessable share of Company Common Stock (the "Company Common Stock Shares"). As of the Effective Time, each PRCO Common Stock Share shall no longer be outstanding and shall automatically be canceled and cease to exist, and each holder of a certificate representing any PRCO Common Stock Share shall cease to have any rights with respect thereto other than the right to receive Company Common Stock Shares to be issued in consideration therefor upon the surrender of such certificate, properly endorsed to the Company. (b) Each share of PRCO Capital Stock held in the treasury of the PRCO and each share of PRCO Capital Stock owned by Acquisition or Company shall be canceled without any conversion thereof and no payment, distribution or other consideration shall be made with respect thereto. (c) Each issued and outstanding share of Acquisition Common Stock shall be converted into one validly issued, fully paid and nonassessable share of Surviving Corporation Common Stock.

Conversion and Cancellation of PRCO Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquisition or PRCO or the holders of any shares of the capital stock of Acquisition or PRCO: (a) Subject to the provisions of Sections 2.4 and 2.5, each share of PRCO Capital Stock (the "PRCO Common Stock Shares") issued and outstanding immediately prior to the Effective Time (other than shares canceled in accordance with Section 2.1(b) and other than with respect to the escrow shares deposited by PRCO with the Escrow Agent (as defined below) in accordance with the Purchase Agreement (the "PRCO Escrow Shares") which shall be automatically cancelled and replaced with an equal number of Company Escrow Shares in accordance with Section 2.2, shall be converted into 0.01 1 (the "Exchange Ratio") of a validly issued, fully paid and nonassessable share of Company Common Stock (the "Company Common Stock Shares"). As of the Effective Time, each PRCO Common Stock Share shall no longer be outstanding and shall automatically be canceled and cease to exist, and each holder of a certificate representing any PRCO Common Stock Share shall cease to have any rights with respect thereto other than the right to receive Company Common Stock Shares to be issued in consideration therefor upon the surrender of such certificate, properly endorsed to the Company. (b) Each share of PRCO Capital Stock held in the treasury of PRCO and each share of PRCO Capital Stock owned by Acquisition or Company shall be canceled without any conversion thereof and no payment, distribution or other consideration shall be made with respect thereto. (c) Each issued and outstanding share of Acquisition Common Stock shall be converted into one validly issued, fully paid and nonassessable share of Surviving Corporation Common Stock.

Conversion and Cancellation of PRCO Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquisition or PRCO or the holders of any shares of the capital stock of Acquisition or PRCO: (a) Subject to the provisions of Sections 2.4 and 2.5, each share of PRCO Capital Stock (the "PRCO Common Stock Shares") issued and outstanding immediately prior to the Effective Time (other than shares canceled in accordance with Section 2.1(b) and other than with respect to the escrow shares deposited by PRCO with the Escrow Agent (as defined below) in accordance with the Purchase Agreement (the "PRCO Escrow Shares") which shall be automatically cancelled and replaced with an equal number of Company Escrow Shares in accordance with Section 2.2, shall be converted into 0.01 (the "Exchange Ratio") of a validly issued, fully paid and nonassessable share of Company Common Stock (the "Company Common Stock Shares"). As of the Effective Time, each PRCO Common Stock Share shall no longer be outstanding and shall automatically be canceled and cease to exist, and each holder of a certificate representing any PRCO Common Stock Share shall cease to have any rights with respect thereto other than the right to receive Company Common Stock Shares to be issued in consideration therefor upon the surrender of such certificate, properly endorsed to the Company. (b) Each share of PRCO Capital Stock held in the treasury of the PRCO and each share of PRCO Capital Stock owned by Acquisition or Company shall be canceled without any conversion thereof and no payment, distribution or other consideration shall be made with respect thereto. (c) Each issued and outstanding share of Acquisition Common Stock shall be converted into one validly issued, fully paid and nonassessable share of Surviving Corporation Common Stock.