Common use of Conversion Generally Clause in Contracts

Conversion Generally. Each share of common stock, par value $0.01 per share, of the Company ("Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.1(b)) shall be converted, subject to Section 2.2(e), into the right to receive (i) 1.6451 (the "Exchange Ratio") of a share of common stock, par value $0.001 per share ("Parent Common Stock"), of Parent (the "Merger Consideration"). 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 certificate previously representing any such shares shall thereafter represent the right to receive the Merger Consideration payable in respect of such shares of Company Common Stock.

Conversion Generally. Each share of common stock, par value $0.01 0.001 per share, of the Company ("“Company Common Stock"”) validly issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.1(b) or Section 2.1(e) or as to which appraisal rights are perfected pursuant to Section 2.1(f)) shall be converted, subject to Section 2.2(e), converted into the right to receive (i) 1.6451 an amount in cash equal to $25.00 per share, without interest (the "Exchange Ratio") of a share of common stock, par value $0.001 per share ("Parent Common Stock"), of Parent (the "“Merger Consideration"”). 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 certificate previously representing any such shares shall thereafter represent the right to receive the Merger Consideration payable in respect of such shares of Company Common Stock.

Conversion Generally. Each share of common stock, par value $0.01 per share, of the Company ("Company Common Stock") Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.1(b3.1(b), any shares of Company Common Stock described in Section 3.1(e), or any shares of Company Common Stock as to which appraisal rights are perfected pursuant to Section 3.1(f)) shall be converted, subject to Section 2.2(e), converted into the right to receive (i) 1.6451 an amount in cash equal to the Offer Price, without interest (the "Exchange Ratio") of a share of common stock, par value $0.001 per share ("Parent Common Stock"), of Parent (the "“Merger Consideration"”). 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 certificate previously representing any such shares shall thereafter represent the right to receive the Merger Consideration payable in respect of such shares of Company Common Stock.

Conversion Generally. Each share of common stock, par value $0.01 per share, of the Company ("Company Common Stock") Stock issued and outstanding immediately prior to the Effective Time (other than (i) any shares of Company Common Stock to be canceled cancelled pursuant to Section 2.1(b4.1(b), and (ii) Dissenting Shares) shall be converted, subject to Section 2.2(e4.1(d), into the right to receive (i) 1.6451 an amount in cash equal to the Offer Price, payable to the holder thereof, without interest (the "Exchange Ratio") of a share of common stock, par value $0.001 per share ("Parent Common Stock"“Merger Consideration”), of Parent (payable in the "Merger Consideration")manner set forth in Section 4.2. All At the Effective Time, all such shares of Company Common Stock shall no longer cease to be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each certificate previously representing Certificate which immediately prior to the Effective Time represented any such shares shall thereafter represent only the right to receive the Merger Consideration payable in respect of such shares of Company Common Stocktherefor.