Common use of Conversion and Cancellation of Securities Clause in Contracts

Conversion and Cancellation of Securities. (a) At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock described in Section 1.3(b) hereof) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into, and become exchangeable for, the right to receive 1.233 (the "Common Exchange Ratio") shares of Parent Common Stock; provided that no fractional shares of Parent Common Stock shall be issued and, in lieu thereof, a cash payment shall be made pursuant to Section 1.4(i) hereof. The consideration to be received by the holders of Company Common Stock pursuant to this Section 1.3(a) is hereinafter referred to as the "Merger Consideration." (b) At the Effective Time, each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time, shall by virtue of the Merger and without any action on the part of the holder thereof, be automatically canceled and retired and cease to exist, and no cash, securities or other property shall be payable in respect thereof. (c) At the Effective Time, each share of Merger Sub common stock, par value $.01 per share, issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action by the holder thereof, be converted into one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Entity. (d) Pursuant to the DGCL, the holders of shares of Company Common Stock shall not have any dissenters or appraisal rights with respect to this Agreement or the Merger. (e) The Common Exchange Ratio shall be appropriately adjusted to reflect fully the effect of any stock split, reverse split or stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock), with respect to Parent Common Stock having a record date after the date hereof and prior to the Effective Time. The Common Exchange Ratio shall be appropriately adjusted to reflect fully the effect of any stock split, reverse split or stock dividend (including any dividend or distribution of securities convertible into the Company Common Stock), with respect to the Company Common Stock having a record date after the date hereof and prior to the Effective Time.

Conversion and Cancellation of Securities. (a) At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock described in Section 1.3(b) hereof) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into, and become exchangeable for, the right to receive 1.233 (the "Common Exchange Ratio") shares into a number of Parent Common Stock; provided that no fractional shares of Parent Common Stock (rounded to four decimal places) equal to the Exchange Ratio. The Exchange Ratio shall be issued and, the number established in lieu thereof, a cash payment shall be made pursuant to Section 1.4(i) hereof. The consideration to be received by the holders of Company Common Stock pursuant to this Section 1.3(a) is hereinafter referred to as the "Merger Considerationmanner described in Article II." (b) At the Effective Time, each share of Company Common Stock held in the treasury of the Company and each share of Company Common Stock owned by Parent or any direct or indirect wholly owned subsidiary of the Company or Parent immediately prior to the Effective Time, shall by virtue of the Merger and without any action on the part of the holder thereof, be automatically canceled and retired and cease to exist, and no cash, securities or other property shall be payable in respect thereof. (c) At the Effective Time, each share of Merger Sub common stock, par value $.01 per shareshare ("Merger Sub Common Stock"), validly issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action by the holder thereof, be converted into one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $.01 per share, of the Surviving EntityCorporation ("Surviving Corporation Common Stock"). (d) Pursuant to Notwithstanding the DGCLforegoing, if between the date of this Agreement and the Effective Time, the holders of outstanding shares of Parent Common Stock or Company Common Stock shall not have been changed into a different number of shares or a different class, by reason of any dissenters stock dividend, subdivision, reclassification, recapitalization, split, combination or appraisal rights with respect to this Agreement or exchange of shares, the Merger. (e) The Common Exchange Ratio shall be appropriately correspondingly adjusted to reflect fully the effect of any such stock dividend, subdivision, reclassification, recapitalization, split, reverse split combination or stock dividend (including any dividend or distribution exchange of securities convertible into Parent Common Stock), with respect to Parent Common Stock having a record date after the date hereof and prior to the Effective Time. The Common Exchange Ratio shall be appropriately adjusted to reflect fully the effect of any stock split, reverse split or stock dividend (including any dividend or distribution of securities convertible into the Company Common Stock), with respect to the Company Common Stock having a record date after the date hereof and prior to the Effective Timeshares.

Conversion and Cancellation of Securities. (a) At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any Appraisal Shares (as defined in Section 1.3(d) hereof) and shares of Company Common Stock described in Section 1.3(b) hereof) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into, and become exchangeable for, into the right to receive 1.233 .709 (the "Common Exchange Ratio") shares of a share of Parent Common StockStock -------------- (the "Merger Consideration"); provided that no fractional shares of Parent -------------------- Common Stock shall be issued and, in lieu thereof, a cash payment shall be made pursuant to Section 1.4(i) hereof. The consideration to be received by For purposes hereof, Fully-Diluted Common Stock means the holders number of outstanding shares of Company Common Stock pursuant to this as of the Effective Time (other than those shares of Company Common Stock beneficially owned by the Parent or any of its Subsidiaries (as defined in Section 1.3(a) is hereinafter referred to as 2.2 hereof)), plus the "Merger Considerationnumber of shares of Common Stock obtainable upon the exercise of all outstanding options and warrants exercisable for Company Common Stock." (b) At the Effective Time, each share of Company Common Stock (i) beneficially owned by the Parent (or one of its Subsidiaries) immediately prior to the Effective Time, or (ii) held in the treasury of the Company immediately prior to the Effective Time, shall by virtue of the Merger and without any action on the part of the holder thereof, be automatically canceled and retired and cease to exist, and no cash, securities or other property shall be payable in respect thereof. (c) At the Effective Time, each share of Merger Sub common stock, without par value $.01 per share("Merger Sub Common Stock"), issued and outstanding ----------------------- immediately prior to the Effective Time shall, by virtue of the Merger and without any action by the holder thereof, be converted into one validly issued, fully paid and nonassessable share of common stockshare, par value $.01 per share, of the Surviving Entity.Corporation ("Surviving Corporation Common Stock"). ---------------------------------- (d) Pursuant Notwithstanding anything in this Agreement to the DGCLcontrary, shares of Company Common Stock held by a holder who, pursuant to Section 262 of the holders DGCL or any successor provision, has the right to demand and properly demands an appraisal of such shares of Company Common Stock ("Appraisal --------- Shares"), shall not be converted into the right to receive the Merger ------ Consideration, unless such holder fails to perfect or otherwise loses such holder's right to such appraisal, if any. If, after the Effective Time, such holder fails to perfect or loses any such right to appraisal, each such share of Company Common Stock held by such holder shall be treated as a share of Company Common Stock that had been converted as of the Effective Time into the right to receive the Merger Consideration. At the Effective Time, any holder of Appraisal Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL or any successor provision and as provided in the immediately preceding sentence. The Company shall give prompt notice to the Parent of any demands received by the Company for appraisal of shares of Company Common Stock shall not have any dissenters or appraisal rights with respect to this Agreement or the MergerStock. (e) The If between the date of this Agreement and the Effective Time, the number of shares of Fully-Diluted Common Stock or the outstanding shares of Parent Common Stock shall be changed into a different number of shares by reason of any reclassification, recapitalization, split-up, combination or exchange of shares, or any dividend payable in stock shall be declared thereon with a record date within such period, the Exchange Ratio shall be appropriately adjusted accordingly to reflect fully provide to the effect holders of any stock split, reverse split or stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock), with respect to Parent Fully-Diluted Common Stock having a record date after and accord the date hereof Parent and prior to the Effective Time. The Common Exchange Ratio shall be appropriately adjusted to reflect fully Merger Sub with the same economic effect of any stock split, reverse split or stock dividend (including any dividend or distribution of securities convertible into the Company Common Stock), with respect to the Company Common Stock having a record date after the date hereof and prior to the Effective Timeas contemplated by this Agreement.

Conversion and Cancellation of Securities. (a) At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any Appraisal Shares (as defined in Section 1.3(d) hereof) and shares of Company Common Stock described in Section 1.3(b) hereof) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into, and become exchangeable for, into the right to receive 1.233 .709 (the "Common Exchange Ratio") shares of a share of Parent Common StockStock (the "Merger Consideration"); provided that no fractional shares of Parent Common Stock shall be issued and, in lieu thereof, a cash payment shall be made pursuant to Section 1.4(i) hereof. The consideration to be received by For purposes hereof, Fully- Diluted Common Stock means the holders number of outstanding shares of Company Common Stock pursuant to this as of the Effective Time (other than those shares of Company Common Stock beneficially owned by the Parent or any of its Subsidiaries (as defined in Section 1.3(a) is hereinafter referred to as 2.2 hereof)), plus the "Merger Considerationnumber of shares of Common Stock obtainable upon the exercise of all outstanding options and warrants exercisable for Company Common Stock." (b) At the Effective Time, each share of Company Common Stock (i) beneficially owned by the Parent (or one of its Subsidiaries) immediately prior to the Effective Time, or (ii) held in the treasury of the Company immediately prior to the Effective Time, shall by virtue of the Merger and without any action on the part of the holder thereof, be automatically canceled and retired and cease to exist, and no cash, securities or other property shall be payable in respect thereof. (c) At the Effective Time, each share of Merger Sub common stock, without par value $.01 per share("Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action by the holder thereof, be converted into one validly issued, fully paid and nonassessable share of common stockshare, par value $.01 per share, of the Surviving EntityCorporation ("Surviving Corporation Common Stock"). (d) Pursuant Notwithstanding anything in this Agreement to the DGCLcontrary, shares of Company Common Stock held by a holder who, pursuant to Section 262 of the holders DGCL or any successor provision, has the right to demand and properly demands an appraisal of such shares of Company Common Stock ("Appraisal Shares"), shall not be converted into the right to receive the Merger Consideration, unless such holder fails to perfect or otherwise loses such holder's right to such appraisal, if any. If, after the Effective Time, such holder fails to perfect or loses any such right to appraisal, each such share of Company Common Stock held by such holder shall be treated as a share of Company Common Stock that had been converted as of the Effective Time into the right to receive the Merger Consideration. At the Effective Time, any holder of Appraisal Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL or any successor provision and as provided in the immediately preceding sentence. The Company shall give prompt notice to the Parent of any demands received by the Company for appraisal of shares of Company Common Stock shall not have any dissenters or appraisal rights with respect to this Agreement or the MergerStock. (e) The If between the date of this Agreement and the Effective Time, the number of shares of Fully-Diluted Common Stock or the outstanding shares of Parent Common Stock shall be changed into a different number of shares by reason of any reclassification, recapitalization, split-up, combination or exchange of shares, or any dividend payable in stock shall be declared thereon with a record date within such period, the Exchange Ratio shall be appropriately adjusted accordingly to reflect fully provide to the effect holders of any stock split, reverse split or stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock), with respect to Parent Fully-Diluted Common Stock having a record date after and accord the date hereof Parent and prior to the Effective Time. The Common Exchange Ratio shall be appropriately adjusted to reflect fully Merger Sub with the same economic effect of any stock split, reverse split or stock dividend (including any dividend or distribution of securities convertible into the Company Common Stock), with respect to the Company Common Stock having a record date after the date hereof and prior to the Effective Timeas contemplated by this Agreement.

Conversion and Cancellation of Securities. (a) At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock described in Section 1.3(b) hereof) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into, and become exchangeable for, the right to receive 1.233 (the "Common Exchange Ratio") shares of Parent Common Stock; provided that no --------------------- fractional shares of Parent Common Stock shall be issued and, in lieu thereof, a cash payment shall be made pursuant to Section 1.4(i) hereof. The consideration to be received by the holders of Company Common Stock pursuant to this Section 1.3(a) is hereinafter referred to as the "Merger Consideration."" --------------------- (b) At the Effective Time, each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time, shall by virtue of the Merger and without any action on the part of the holder thereof, be automatically canceled and retired and cease to exist, and no cash, securities or other property shall be payable in respect thereof. (c) At the Effective Time, each share of Merger Sub common stock, par value $.01 per share, issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action by the holder thereof, be converted into one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Entity. (d) Pursuant to the DGCL, the holders of shares of Company Common Stock shall not have any dissenters or appraisal rights with respect to this Agreement or the Merger. (e) The Common Exchange Ratio shall be appropriately adjusted to reflect fully the effect of any stock split, reverse split or stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock), with respect to Parent Common Stock having a record date after the date hereof and prior to the Effective Time. The Common Exchange Ratio shall be appropriately adjusted to reflect fully the effect of any stock split, reverse split or stock dividend (including any dividend or distribution of securities convertible into the Company Common Stock), with respect to the Company Common Stock having a record date after the date hereof and prior to the Effective Time.