Common use of Conversion of Common Stock Clause in Contracts

Conversion of Common Stock. Subject to Section 2.02 and Section 2.03, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled or converted into shares of the Surviving Corporation in accordance with Section 2.01(b), Company Options, shares of Company RSUs, and Company Performance Stock Units treated in accordance with Section 6.04 and, except as provided in Section 2.03, any shares of Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who has not voted in favor of the Merger and who is entitled to demand and properly demands appraisal of such Common Stock pursuant to Section 262 of the DGCL and, as of the Effective Time, has neither failed to perfect, nor effectively withdrawn or lost rights to appraisal under the DGCL (the “Dissenting Shares”)) shall be converted into the right to receive $84.00 in cash, without interest (the “Merger Consideration”). All such shares of Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate (or evidence of shares in book-entry form (such shares, “Book-Entry Shares”)) that immediately prior to the Effective Time represented any such shares of Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class, including by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination, readjustment or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of shares of Common Stock will be appropriately adjusted to provide to the holders of Common Stock the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Common Stock. Subject to Section 2.02 At the Effective Time, by virtue of the Merger and Section 2.03, each without any action on the part of the holders of any securities of Merger Sub or the Company: (a) Each share of Common Stock capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time (other than shares to shall be canceled or automatically converted into shares and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation in accordance with Section 2.01(b), Company Options, Corporation. (b) All shares of Common Stock that are owned by the Company RSUsas treasury stock immediately prior to the Effective Time, and Company Performance Stock Units treated in accordance together with Section 6.04 and, except as provided in Section 2.03, any shares of Common Stock owned by Buyer or Merger Sub, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each share of Common Stock (other than (i) shares of Common Stock to be canceled in accordance with Section 2.5(b) and (ii) any Appraisal Shares) issued and outstanding immediately prior to the Effective Time that are held by any holder who has not voted in favor of the Merger and who is entitled to demand and properly demands appraisal of such Common Stock pursuant to Section 262 of the DGCL and, as of the Effective Time, has neither failed to perfect, nor effectively withdrawn or lost rights to appraisal under the DGCL (the “Dissenting Shares”)) shall be automatically converted into the right to receive $84.00 an amount in cashcash equal to the Per Share Purchase Price, without interest (on the “Merger Consideration”)terms and subject to the conditions of this Agreement. All such shares of Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate (or evidence of shares of Common Stock in book-entry form (such shares, “Book-Entry Shares”)form) that immediately prior to the Effective Time represented any such shares of Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. Notwithstanding Purchase Price in accordance with this Agreement. (d) The Per Share Purchase Price shall be adjusted to the foregoingextent necessary to reflect the effect of any stock split, if between division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to the Common Stock occurring or having a record date on or after the date of this Agreement and the Effective Time the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class, including by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination, readjustment or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of shares of Common Stock will be appropriately adjusted to provide prior to the holders payment of Common Stock the same economic effect as contemplated by Purchase Price; provided that this Agreement prior to such eventSection 2.5(d) shall not affect or supersede the provisions of Section 6.1.

Conversion of Common Stock. Subject (a) At the Effective Time, subject to Section 2.02 Sections 1.4(b) and Section 2.031.4(c), each share of LNB Common Stock Stock, issued and outstanding immediately prior to the Effective Time (other than shares to excluding Dissenters’ Shares) shall be canceled or converted into shares of the Surviving Corporation in accordance with the procedures set forth in Section 2.01(b2.1, into the right to receive in cash from Buyer, without interest, an amount equal to $22.50 (the “Merger Consideration”), Company Optionssubject to adjustment, shares of Company RSUsif any, and Company Performance Stock Units pursuant to Section 1.10 hereof. (b) No Dissenters’ Shares shall be converted into the Merger Consideration pursuant to this Section 1.4, but instead shall be treated in accordance with Section 6.04 and, except as provided the provisions set forth in Section 2.032.2(a). (c) At the Effective Time, all shares of LNB Common Stock that are owned by LNB as treasury stock and all shares of LNB Common Stock that are owned directly or indirectly by, LNB, including any shares of LNB Common Stock held by LNB in respect of a debt previously contracted, other than shares that are held by LNB, if any, in a fiduciary capacity, shall be canceled and shall cease to exist and no cash or other consideration shall be delivered in exchange therefor. (d) Notwithstanding any other provision of this Agreement to the contrary, the sum of the aggregate Merger Consideration (the “Transaction Consideration”) to be issued or paid in connection with the Merger shall not exceed $24.75 million. (e) At the Effective Time, each share of common stock of Interim Bank issued and outstanding immediately prior to the Effective Time that are held by any holder who has not voted in favor of the Merger and who is entitled to demand and properly demands appraisal of such Common Stock pursuant to Section 262 of the DGCL and, as of the Effective Time, has neither failed to perfect, nor effectively withdrawn or lost rights to appraisal under the DGCL (the “Dissenting Shares”)) shall be converted into one share of common stock of Interim Surviving Bank. (f) At the right to receive $84.00 in cashPost-Effective Merger Effective Time, without interest (the “Merger Consideration”). All such all shares of Common Stock, when so converted, shall no longer be common stock of Interim Surviving Bank issued and outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate (or evidence of shares in book-entry form (such shares, “Book-Entry Shares”)) that immediately prior to the Post-Effective Merger Effective Time represented any such shares of Common Stock (each, a “Certificate”) shall be cancelled and cease to have any rights with respect thereto, except the right to receive exist and no consideration shall be delivered in exchange therefor.” (e) Section 1.5 of the Merger Consideration. Notwithstanding Agreement shall be deleted in its entirety and replaced with the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class, including by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination, readjustment or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of shares of Common Stock will be appropriately adjusted to provide to the holders of Common Stock the same economic effect as contemplated by this Agreement prior to such event.following:

Conversion of Common Stock. Subject to Section 2.02 At the Effective Time, by virtue of the Merger and Section 2.03without any action on the part of Purchaser, each the Company or Merger Sub: (a) Each share of Company Common Stock issued owned by Purchaser or any of its subsidiaries or by the Company or by any Company Subsidiary (as defined in Section 4.04(a)) shall be cancelled and extinguished and no payment shall be made with respect thereto. (b) Each share of Company Common Stock outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as defined in Section 3.03) and shares to held by Purchaser of any of its subsidiaries or by the Company or by any Company Subsidiary), shall be canceled or cancelled and extinguished and automatically converted into and become the right to receive in cash from Purchaser an amount equal to the Merger Consideration. (c) All of the shares of Company Common Stock converted into the Surviving Corporation Merger Consideration pursuant to this Article III shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate (each a "Certificate") previously representing any such shares of Company Common Stock shall thereafter represent the right to receive the Merger Consideration. Certificates previously representing shares of Company Common Stock shall be exchanged for the Merger Consideration upon the surrender of such Certificates in accordance with Section 2.01(b)3.05 hereof, Company Optionswithout any interest thereon. (d) Each share of common stock, shares $0.01 par value per share, of Company RSUs, and Company Performance Stock Units treated in accordance with Section 6.04 and, except as provided in Section 2.03, any shares of Common Stock Merger Sub issued and outstanding immediately prior to the Effective Time that are held by any holder who has not voted in favor shall become one share of common stock, $0.01 par value per share, of the Merger Surviving Corporation, with the same rights, powers and who is entitled to demand and properly demands appraisal of such Common Stock pursuant to Section 262 of privileges as the DGCL and, as of the Effective Time, has neither failed to perfect, nor effectively withdrawn or lost rights to appraisal under the DGCL (the “Dissenting Shares”)) shall be shares so converted into the right to receive $84.00 in cash, without interest (the “Merger Consideration”). All such shares of Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate (or evidence of shares in book-entry form (such shares, “Book-Entry Shares”)) that immediately prior to constitute the Effective Time represented any such shares of Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the only outstanding shares of Common Stock shall have been changed into a different number capital stock of shares or a different class, including by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination, readjustment or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of shares of Common Stock will be appropriately adjusted to provide to the holders of Common Stock the same economic effect as contemplated by this Agreement prior to such eventSurviving Corporation.

Conversion of Common Stock. Subject to Section 2.02 and Section 2.03At the Effective Time, each share of -------------------------- Mortgage Plus Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled or converted into treasury shares of the Surviving Corporation in accordance with Section 2.01(bMortgage Plus Common Stock then owned by Mortgage Plus and by any Dissenting Stockholder, as hereinafter defined), Company Optionsshall, shares of Company RSUs, and Company Performance Stock Units treated in accordance with Section 6.04 and, except as provided in Section 2.03, any shares of Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who has not voted in favor virtue of the Merger and who is without any action on the part of Mortgage Plus, the Company or the Subsidiary or the holder thereof, be cancelled and converted into one (1) fully paid and nonassessable share of Company Common Stock (the "Per Share Company Stock Consideration"). No fractional shares of Company Common Stock will be issued, but in lieu thereof, any holder of the Mortgage Plus Common Stock entitled to demand and properly demands appraisal receive a fractional share of Company Common Stock shall be paid cash equal to the value of such fractional share. All shares of Mortgage Plus Common Stock pursuant to Section 262 of the DGCL and, as of the Effective Time, has neither failed to perfect, nor effectively withdrawn or lost rights to appraisal under the DGCL (the “Dissenting Shares”)) shall be converted into the right to receive $84.00 in cash, without interest (the “Merger Consideration”). All such shares of Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate (or evidence of shares in book-entry form (such shares, “Book-Entry Shares”)) that immediately prior to held by Mortgage Plus at the Effective Time represented as treasury shares or held by any such shares of Common Stock the Company's Subsidiaries (eachcollectively, a “Certificate”"Treasury Shares") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. Notwithstanding the foregoing, if between the date of this Agreement exist and the Effective Time the outstanding certificates for such shares shall, as promptly as practicable thereafter, be cancelled and no shares of Common Stock capital stock of the Company shall have been changed into a different number of shares or a different class, including by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination, readjustment or be issued in exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of shares of Common Stock will be appropriately adjusted to provide to the holders of Common Stock the same economic effect as contemplated by this Agreement prior to such eventtherefor.

Conversion of Common Stock. Subject to Section 2.02 Sections 2.02, 2.03 and Section 2.036.04, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled or converted into shares of the Surviving Corporation Company in accordance with Section 2.01(b)), Company Options, shares of Company RSUs, and Company Performance Stock Units treated in accordance with Section 6.04 and, except as provided in Section 2.03, any shares of Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who has not voted in favor of the Merger and who is entitled to demand and properly demands appraisal of such Common Stock pursuant to Section 262 of the DGCL (the “Dissenting Shares”)) and, as of the Effective Time, has neither not failed to perfect, nor or not effectively withdrawn or lost rights to appraisal under the DGCL (the “Dissenting Shares”)) DGCL, shall be converted into the right to receive $84.00 23.75 in cash, without interest (the “Merger Consideration” and together with the Option Merger Consideration and the RSU Merger Consideration pursuant to Section 6.04, the “Closing Merger Consideration”). All such shares of Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate (or evidence of shares in book-entry form (such shares, “Book-Entry Shares”)) that immediately prior to the Effective Time represented any such shares of Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class, including by reason of any stock dividenddividend or distribution, subdivision, reclassification, recapitalization, split, combination, readjustment combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon herein, including the number of shares of Common Stock Closing Merger Consideration, will be appropriately adjusted to provide to the holders of Common Stock the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Common Stock. Subject to Section 2.02 (i) At the Effective Time, by virtue of the Mergers and Section 2.03without any action on the part of any Person, each share of PSR Recruiting Common Stock issued and outstanding immediately prior to the Effective Time (the "Outstanding PSR Recruiting Common Stock"), shall be canceled and automatically converted into the right to receive, upon surrender of the certificates representing such shares and a letter of transmittal (which shall be in such form and have such provisions as Parent may reasonably specify), a ratable portion of the Stock Consideration as determined in Section 2.6(c) below. At the Effective Time, all rights in respect of such Outstanding PSR Recruiting Common Stock shall cease to exist, other than the right to receive the Stock Consideration, and all such shares to shall be canceled or converted into shares cancelled and retired. (ii) At the Effective Time, by virtue of the Surviving Corporation in accordance with Section 2.01(b)Mergers and without any action on the part of any Person, Company Options, shares each share of Company RSUs, and Company Performance Stock Units treated in accordance with Section 6.04 and, except as provided in Section 2.03, any shares of PSR Holdings Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who has not voted in favor of the Merger and who is entitled to demand and properly demands appraisal of such Common Stock pursuant to Section 262 of the DGCL and, as of the Effective Time, has neither failed to perfect, nor effectively withdrawn or lost rights to appraisal under the DGCL (the “Dissenting Shares”"Outstanding PSR Holdings Common Stock")) , shall be canceled and automatically converted into the right to receive $84.00 in cashreceive, without interest (upon surrender of the “Merger Consideration”). All certificates representing such shares and a letter of transmittal (which shall be in such form and have such provisions as Parent may reasonably specify), a ratable portion of the Stock Consideration as determined in Section 2.6(c) below. At the Effective Time, all rights in respect of such Outstanding PSR Holdings Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and Stock shall cease to exist, and each holder of a certificate (or evidence of shares in book-entry form (such shares, “Book-Entry Shares”)) that immediately prior to the Effective Time represented any such shares of Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except other than the right to receive the Merger Stock Consideration. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding all such shares of Common Stock shall have been changed into a different number of shares or a different class, including by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination, readjustment or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of shares of Common Stock will be appropriately adjusted to provide to the holders of Common Stock the same economic effect as contemplated by this Agreement prior to such eventcancelled and retired.

Conversion of Common Stock. Subject to Section 2.02 At the Effective Time, by virtue of -------------------------- the Merger and Section 2.03without any action on the part of Purchaser, each the Company or Merger Sub: (a) Each share of Company Common Stock issued owned by Purchaser or any of its subsidiaries or by the Company or by any Company Subsidiary (as defined in Section 4.04(a)) shall be cancelled and extinguished and no payment shall be made with respect thereto. (b) Each share of Company Common Stock outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as defined in Section 3.03) and shares to held by Purchaser of any of its subsidiaries or by the Company or by any Company Subsidiary), shall be canceled or cancelled and extinguished and automatically converted into and become the right to receive in cash from Purchaser an amount equal to the Merger Consideration. (c) All of the shares of Company Common Stock converted into the Surviving Corporation Merger Consideration pursuant to this Article III shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate (each a "Certificate") previously ----------- representing any such shares of Company Common Stock shall thereafter represent the right to receive the Merger Consideration. Certificates previously representing shares of Company Common Stock shall be exchanged for the Merger Consideration upon the surrender of such Certificates in accordance with Section 2.01(b)3.05 hereof, Company Optionswithout any interest thereon. (d) Each share of common stock, shares $0.01 par value per share, of Company RSUs, and Company Performance Stock Units treated in accordance with Section 6.04 and, except as provided in Section 2.03, any shares of Common Stock Merger Sub issued and outstanding immediately prior to the Effective Time that are held by any holder who has not voted in favor shall become one share of common stock, $0.01 par value per share, of the Merger Surviving Corporation, with the same rights, powers and who is entitled to demand and properly demands appraisal of such Common Stock pursuant to Section 262 of privileges as the DGCL and, as of the Effective Time, has neither failed to perfect, nor effectively withdrawn or lost rights to appraisal under the DGCL (the “Dissenting Shares”)) shall be shares so converted into the right to receive $84.00 in cash, without interest (the “Merger Consideration”). All such shares of Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate (or evidence of shares in book-entry form (such shares, “Book-Entry Shares”)) that immediately prior to constitute the Effective Time represented any such shares of Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the only outstanding shares of Common Stock shall have been changed into a different number capital stock of shares or a different class, including by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination, readjustment or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of shares of Common Stock will be appropriately adjusted to provide to the holders of Common Stock the same economic effect as contemplated by this Agreement prior to such eventSurviving Corporation.