Common use of Conversion of Capital Stock of the Company Clause in Contracts

Conversion of Capital Stock of the Company. Subject to Section ------------------------------------------ 2.1(d), and Sections 2.2, 2.3, 2.4, 3.1 and 3.2, each issued and outstanding share of Company Common Stock (other than shares to be canceled pursuant to Section 2.1(b)), that is issued and outstanding immediately prior to the Effective Time shall automatically be canceled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive at the time and in the amounts described in this Agreement (i) an amount of cash equal to the cash portion of the Base Merger Consideration (as defined in Section 2.2(a)) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)), (ii) that number of shares of CCC common stock, $.001 par value ("CCC Common Stock"), valued at the Merger Price (as ---------------- defined in Section 2.2(a)), that is equal in value to the CCC Common Stock portion of the Base Merger Consideration (as defined in Section 2.2(a)) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)), (iii) an amount of cash equal to 50% of the Contingent Merger Consideration (as defined in Section 2.3(a)) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)), and (iv) that number of shares of CCC Common Stock, valued at the Earn Out Period Average Price (as defined in Section 2.3(b)), that is equal in value to 50% of the Contingent Merger Consideration divided by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)). All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the consideration therefor upon the surrender of such certificate in accordance with Sections 2.2 and 2.3 of this Agreement.

Conversion of Capital Stock of the Company. Subject to Section ------------------------------------------ 2.1(d), and Sections 2.2, 2.3, 2.4, 3.1 and 3.23.1, each issued and outstanding share of Company Common Stock (other than shares to be canceled pursuant to Section 2.1(b)), that is issued and outstanding immediately prior to the Effective Time shall automatically be canceled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive at the time and in the amounts described in this Agreement (i) an amount of cash equal to the cash portion of the Base Merger Consideration (as defined described in Section 2.2(a)) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)), (ii) that number of shares of CCC common stock, $.001 par value ("CCC Common Stock"), valued at the Merger Price (as ---------------- defined described in Section 2.2(a)), that is equal in value to the CCC Common Stock portion of the Base Merger Consideration (as defined in Section 2.2(a)) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)), (iii) an amount of cash equal to 50% of the Contingent Merger Consideration (as defined in Section 2.3(a)) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)), and (iv) that number of shares of CCC Common Stock, valued at the Earn Out Period Average Price (as defined in Section 2.3(b2.3(e)), that is equal in value to 50% of the Contingent Merger Consideration divided by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)). All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the consideration therefor upon the surrender of such certificate in accordance with this Section and Sections 2.2 2.2, 2.3 and 2.3 2.4 of this Agreement.

Conversion of Capital Stock of the Company. Subject to Section ------------------------------------------ 2.1(d), and Sections 2.2, 2.3, 2.4, 3.1 and 3.23.1, each issued and outstanding share of Company Common Stock (other than shares to be canceled pursuant to Section 2.1(b)), that is issued and outstanding immediately prior to the Effective Time shall automatically be canceled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive at the time and in the amounts described in this Agreement (i) an amount of cash equal to the cash portion of the Base Merger Consideration (as defined described in Section 2.2(a)) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)), (ii) that number of shares of CCC common stock, $.001 par value ("CCC Common Stock"), valued at the Merger Price (as ---------------- defined described in Section 2.2(a)), that is equal in value to the CCC Common Stock portion of the Base Merger Consideration (as defined in Section 2.2(a)) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)), (iii) an amount of cash equal to 50% of the Contingent Merger Consideration (as defined in Section 2.3(a)) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)), and (iv) that number of shares of CCC Common Stock, valued at the Earn Out Period Average Price (as defined in Section 2.3(b2.3(d)), that is equal in value to 50% of the Contingent Merger Consideration divided by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)). All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the consideration therefor upon the surrender of such certificate in accordance with Sections 2.2 2.2, 2.3 and 2.3 2.4 of this Agreement.. 2

Conversion of Capital Stock of the Company. Subject to Section ------------------------------------------ 2.1(d), and Sections 2.2, 2.3, 2.4, 3.1 and 3.2, each issued and outstanding share of Common Stock, par value $1.00 per share of the Company ("Company Common Stock Stock") (other than shares to be -------------------- canceled pursuant to Section 2.1(b)), that is issued and outstanding immediately prior to the Effective Time shall automatically be canceled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive at the time and in the amounts described in this Agreement (i) an amount of cash equal to the cash portion of the Base Merger Consideration (as defined in Section 2.2(a)2.2) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b))Time, (ii) that number of shares of CCC common stock, $.001 par value ("CCC Common Stock"), ---------------- valued at the Merger Price (as ---------------- defined in Section 2.2(a)2.2), that is equal in value to the CCC Common Stock portion of the Base Merger Consideration (as defined in Section 2.2(a)2.2) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b))Time, (iii) an amount of cash equal to 50% of each installment of the Contingent Merger Consideration (as defined in Section 2.3(a)) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b))Time, and (iv) that number of shares of CCC Common Stock, valued at the appropriate Contingent Earn Out Period Average Price (as defined in Section 2.3(b)), that is equal in value to 50% of each installment of the Contingent Merger Consideration divided by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b))Time. All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the consideration therefor upon the surrender of such certificate in accordance with Sections 2.2 and Section 2.3 of this Agreement.

Conversion of Capital Stock of the Company. Subject to Section ------------------------------------------ 2.1(d), and Sections 2.2, 2.3, 2.4, 3.1 and 3.2, each issued and outstanding share of Company Common Stock (other than shares to be canceled pursuant to Section 2.1(b)), that is issued and outstanding immediately prior to the Effective Time shall automatically be canceled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive at the time and in the amounts described in this Agreement (i) an amount of cash equal to the cash portion of the Base Merger Consideration (as defined in Section 2.2(a)) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to held by the Effective Time Shareholders, (other than shares to be canceled pursuant to Section 2.1(b)), (ii) that number of shares of CCC common stock, $.001 par value ("CCC Common Stock"), valued at the Merger ---------------- Price (as ---------------- defined in Section 2.2(a)), that is equal in value to the CCC Common Stock portion of the Base Merger Consideration (as defined in Section 2.2(a)) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to held by the Effective Time Shareholders; (other than shares to be canceled pursuant to Section 2.1(b)), (iii) an amount of cash equal to 50% of the Contingent Merger Consideration (as defined in Section 2.3(a)) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to held by the Effective Time Shareholders (other than shares to be canceled pursuant to Section 2.1(b)), and (iv) that number of shares of CCC Common Stock, valued at the Earn Out Period Average Price (as defined in Section 2.3(b)), that is equal in value to 50% of the Contingent Merger Consideration divided by the number of shares of Company Common Stock outstanding immediately prior to held by the Effective Time Shareholders (other than shares to be canceled pursuant to Section 2.1(b)). All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the consideration therefor upon the surrender of such certificate in accordance with Sections 2.2 and 2.3 of this Agreement.

Conversion of Capital Stock of the Company. Subject to Section ------------------------------------------ 2.1(d), and Sections 2.2, 2.3, 2.4, 3.1 and 3.23.1, each issued and outstanding share of Company Common Stock (other than shares to be canceled pursuant to Section 2.1(b)), that is issued and outstanding immediately prior to the Effective Time shall automatically be canceled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive at the time and in the amounts described in this Agreement (i) an amount of cash equal to the cash portion of the Base Merger Consideration (as defined described in Section 2.2(a)) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)), (ii) that number of shares of CCC common stock, $.001 par value ("CCC Common Stock"), valued at the Merger Price (as ---------------- defined described in Section 2.2(a)), that is equal in value to the CCC Common Stock portion of the Base Merger Consideration (as defined in Section 2.2(a)) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)), (iii) an amount of cash equal to 50% of the Contingent Merger Consideration (as defined in Section 2.3(a)) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)), and (iv) that number of shares of CCC Common Stock, valued at the Earn Out Period Average Price (as defined in Section 2.3(b2.3(d)), that is equal in value to 50% of the Contingent Merger Consideration divided by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)). All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the consideration therefor upon the surrender of such certificate in accordance with Sections 2.2 2.2, 2.3 and 2.3 2.4 of this Agreement.