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 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 cancelled canceled pursuant to Section 4.1(b2.1(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(d2.2(e), into the right to receive an amount in cash equal to the Offer Price, payable to the holder thereof, without interest (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”"). At the Effective Time, all All such shares of Company Common Stock shall cease to no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented certificate previously representing any such shares shall thereafter represent only the right to receive the Merger Consideration thereforpayable in respect of such shares of Company Common Stock.

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 canceled pursuant to Section 4.1(b3.1(b), (ii) any shares of Company Common Stock owned by any Company Subsidiary described in Section 3.1(e), or any Subsidiary shares of Parent, and (iii) Appraisal SharesCompany Common Stock as to which appraisal rights are perfected pursuant to Section 3.1(f)) shall be converted, subject to Section 4.2(d), converted 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 All such shares of Company Common Stock shall cease to no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented certificate previously representing any such shares shall thereafter represent only the right to receive the Merger Consideration thereforpayable in respect of such shares of Company Common Stock.

Conversion Generally. Each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock Stock”) validly issued and outstanding immediately prior to the Effective Time (other than (i) any shares of Company Common Stock to be cancelled canceled pursuant to Section 4.1(b2.1(b) or Section 2.1(e) or as to which appraisal rights are perfected pursuant to Section 2.1(f), (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), converted into the right to receive an amount in cash equal to the Offer Price, payable to the holder thereof$25.00 per share, without interest (the “Merger Consideration”). At the Effective Time, all All such shares of Company Common Stock shall cease to no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented certificate previously representing any such shares shall thereafter represent only the right to receive the Merger Consideration thereforpayable in respect of such shares of Company Common Stock.