Common use of Conversion Generally Clause in Contracts

Conversion Generally. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) any shares of Company Common Stock to be cancelled pursuant to Section 4.1(b), (ii) any shares of Company Common Stock owned by any Company Subsidiary or any Subsidiary of Parent, and (iii) Appraisal Shares) shall be converted, subject to Section 4.2(d), into the right to receive an amount in cash equal to the Offer Price, payable to the holder thereof, without interest (the “Merger Consideration”). At the Effective Time, all such shares of Company Common Stock shall cease to be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented any such shares shall thereafter represent only the right to receive the Merger Consideration therefor.

Conversion Generally. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) any shares of Company Common Stock to be cancelled pursuant to Section 4.1(b), and (ii) any shares of Company Common Stock owned by any Company Subsidiary or any Subsidiary of Parent, and (iii) Appraisal Dissenting Shares) shall be converted, subject to Section 4.2(d4.1(d), into the right to receive an amount in cash equal to the Offer Price, payable to the holder thereof, without interest (the “Merger Consideration”). At the Effective Time, all such shares of Company Common Stock shall cease to be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented any such shares shall thereafter represent only the right to receive the Merger Consideration therefor.

Conversion Generally. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) any shares of Company Common Stock to be cancelled pursuant to Section 4.1(b3.1(b), (ii) any shares of Company Common Stock owned by any Company Subsidiary or any Subsidiary of Parent, and (iii) Appraisal Shares) shall be converted, subject to Section 4.2(d3.1(d), into the right to receive an amount $72.00 in cash equal to the Offer Pricecash, payable to the holder thereof, without interest (the “Merger Consideration”). At the Effective Time, all such shares of Company Common Stock shall cease to be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented any such shares shall thereafter represent only the right to receive the Merger Consideration therefor.

Conversion Generally. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) any shares of Company Common Stock to be cancelled pursuant to Section 4.1(b), and (ii) any shares of Company Common Stock owned by any Company Subsidiary or any Subsidiary of Parent, and (iii) Appraisal Dissenting Shares) shall be converted, subject to Section 4.2(d4.1(d), into the right to receive an amount in cash equal to the Offer Price, payable to the holder thereof, without interest (the “Merger Consideration”), payable in the manner set forth in Section 4.2. At the Effective Time, all such shares of Company Common Stock shall cease to be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented any such shares shall thereafter represent only the right to receive the Merger Consideration therefor.

Conversion Generally. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (Time, other than (i) any shares of Company Common Stock to be cancelled pursuant to Section 4.1(b3.1(b), and (ii) any shares of Company Common Stock owned by any Company Subsidiary or any Subsidiary of ParentDissenting Shares, and (iii) Appraisal Shares) shall be converted, subject to Section 4.2(d3.2(d), into the right to receive an amount $3.75 in cash equal to the Offer Pricecash, payable to the holder thereof, without interest (the “"Merger Consideration”"). At the Effective Time, all such shares of Company Common Stock shall cease to be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented any such shares shall thereafter represent only the right right, upon surrender of such Certificates in accordance with Section 3.2, to receive the Merger Consideration without interest therefor.

Conversion Generally. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) any shares of Company Common Stock to be cancelled pursuant to Section 4.1(b), ) and (ii) any shares of Company Common Stock owned by any Company Subsidiary or any Subsidiary of Parent, and (iii) Appraisal Dissenting Shares) shall be converted, subject to Section 4.2(d4.1(d), into the right to receive an amount in cash equal to the Offer Price, payable to the holder thereof, without interest (the “Merger Consideration”). At the Effective Time, all such shares of Company Common Stock shall cease to be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each Certificate or book-entry which immediately prior to the Effective Time represented any such shares shall thereafter represent only the right to receive the Merger Consideration therefor.

Conversion Generally. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) any shares of Company Common Stock to be cancelled pursuant to Section 4.1(b), (ii) any shares of Company Common Stock owned by any Company Subsidiary or any Subsidiary of Parent, and (iii) Appraisal Shares) shall be converted, subject to Section 4.2(d), into the right to receive an amount in cash equal to the Offer Price, payable to the holder thereof, without interest less any withholding Taxes (the “Merger Consideration”). At the Effective Time, all such shares of Company Common Stock shall cease to be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented any such shares shall thereafter represent only the right to receive the Merger Consideration therefor.

Conversion Generally. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) any shares of Company Common Stock to be cancelled pursuant to Section 4.1(b), (ii) any shares of Company Common Stock owned by any Company Subsidiary or any Subsidiary of Parent, and (iii) Appraisal Shares) shall be converted, subject to Section 4.2(d4.1(d), into the right to receive an amount in cash equal to the Offer Price, payable to the holder thereof, without interest (the “Merger Consideration”). At the Effective Time, all such shares of Company Common Stock shall cease to be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented any such shares shall thereafter represent only the right to receive the Merger Consideration therefor.

Conversion Generally. Each share of common stock of the Company, par value $0.10 per share (“Company Common Stock”) (which shares of Company Common Stock are referred to herein as the “Shares”), issued and outstanding immediately prior to the Effective Time (other than (i) any shares of Company Common Stock Shares to be cancelled pursuant to Section 4.1(b2.1(a)(ii), (ii) any shares of Company Common Stock owned by any Company Subsidiary or any Subsidiary of Parent, and (iii) Appraisal Shares) shall be converted, subject to Section 4.2(d2.1(b), into the right to receive an amount in cash equal to $10.15 (the Offer Price“Merger Consideration”), payable to the holder thereof, without interest (interest, upon surrender of the “Merger Consideration”Certificates in accordance with Section 2.2(b). At the Effective Time, all such shares of Company Common Stock Shares shall cease to be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented any such shares Shares shall thereafter represent only the right to receive the Merger Consideration therefor.