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 stockholders of the Company, each Common Share issued and outstanding immediately prior to the Effective Time (other than any Common Shares held by Purchaser or any wholly- owned subsidiary of Purchaser or held in the treasury 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, and other than Dissenting Shares (as defined in Section 3.01)) shall be ------------ converted into the right to receive in cash the Share Offer Price (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 stockholders of the Companyholders thereof, each Common Share issued and outstanding immediately prior to the Effective Time (other than (i) any Common Shares held by Purchaser or Parent, the Purchaser, any wholly- wholly owned subsidiary of Purchaser Parent or held the Purchaser, in the treasury of the Company or by any wholly-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, thereto and other than (ii) Dissenting Shares (as defined in Section 3.01herein)) ), shall by virtue of the Merger be cancelled and retired and shall be ------------ converted into the right to receive pursuant to Section 3.2 $19.50 in cash the Share Offer Price (the "Merger ------ PriceMERGER 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 stockholders of the Companyholders thereof, each Common Share issued and outstanding immediately prior to the Effective Time (other than (i) any Common Shares held by Purchaser or Parent, the Purchaser, any wholly- wholly owned subsidiary of Purchaser Parent or held the Purchaser, in the treasury of the Company or by any wholly-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, thereto and other than (ii) Dissenting Shares (as defined in Section 3.01herein)) ), shall by virtue of the Merger be cancelled and retired and shall be ------------ converted into the right to receive pursuant to Section 3.2 $19.50 in cash the Share Offer Price (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.