Common use of Conversion of Common Shares Clause in Contracts

Conversion of Common Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each Common Share issued and outstanding immediately prior to the Effective Time (other than (a) any Common Shares held by Parent or the Purchaser, which Common Shares, by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled and retired and shall cease to exist with no payment being made with respect thereto, (b) any Dissenting Shares and (c) any Common Shares held by any wholly owned Subsidiary of Parent (other than the Purchaser), the Purchaser or the Company, which Common Shares shall remain outstanding except that the number of such Common Shares shall be appropriately adjusted in the Merger), shall be cancelled and retired and shall be converted into the right to receive the Offer Price in cash (the “Merger Price”), payable to the holder thereof, without interest thereon, upon surrender of the certificate formerly representing such Common Share.

Conversion of Common Shares. At the Effective Time, by --------------------------- virtue of the Merger and without any action on the part of the holders thereofstockholders of the Company, each Common Share issued and outstanding immediately prior to the Effective Time (other than (a) any Common Shares held by Parent Purchaser or any wholly- owned subsidiary of Purchaser or held in the Purchasertreasury of the Company or by any wholly-owned subsidiary of the Company, which Common Shares, by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled and retired and shall cease to exist with no payment being made with respect thereto, (b) any and other than Dissenting Shares and (cas defined in Section 3.01)) any Common Shares held by any wholly owned Subsidiary of Parent (other than the Purchaser), the Purchaser or the Company, which Common Shares shall remain outstanding except that the number of such Common Shares shall be appropriately adjusted in the Merger), shall be cancelled and retired and shall be ------------ converted into the right to receive in cash the Share Offer Price in cash (the “"Merger ------ Price”), ") payable to the holder thereof, and in the case of the Options, net of ----- taxes required by law to be withheld with respect thereto and without interest thereon, upon surrender of the certificate formerly representing such Common Share.

Conversion of Common Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each Common Share issued and outstanding immediately prior to the Effective Time Time, including any shares of restricted stock issued pursuant to the Stock Plans (as defined below) (other than (ai) any Common Shares held by Parent, Purchaser, any direct or indirect wholly owned Subsidiary of Parent or Purchaser (the Purchaser"Parent Shares"), which Common Shares, by virtue in the treasury of the Merger and without any action on the part of the holder thereof, shall be cancelled and retired and shall cease to exist with no payment being made with respect thereto, (b) any Dissenting Shares and (c) any Common Shares held Company or by any wholly owned Subsidiary of Parent (other than the Purchaser), the Purchaser or the Company, which Common Shares shall remain outstanding except that the number of such Common Shares shall be appropriately adjusted or in the Mergertreasury of the Company, as the case may be, and (ii) Dissenting Shares (as defined herein)), shall by virtue of the Merger be cancelled and retired and shall be converted into the right to receive pursuant to Section 3.2 the Offer Price in cash (the “Merger Price”), payable to the holder thereof, without interest thereon, upon surrender of the certificate formerly representing such Common ShareShare or any replacement certificates representing such Common Shares as may be obtained from the transfer agent of the Company.