Common use of Conversion of Company Capital Stock Clause in Contracts

Conversion of Company Capital Stock. Each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be canceled in accordance with Section 2.01(b), (ii) except as provided in Section 2.02, the Appraisal Shares and (iii) except as provided in Section 2.03, the Restricted Shares that are not Cash-Out Restricted Shares) shall be converted into (x) with respect to each share of the Company Common Stock, the right to receive $7.13 in cash, without interest (the “Common Stock Merger Consideration”) and (y) with respect to each share of the Company Preferred Stock, the right to receive $1,500 in cash, without interest (the “Preferred Stock Merger Consideration”; and together with the Common Stock Merger Consideration, as applicable, the “Merger Consideration”). At the Effective Time such shares 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 that immediately prior to the Effective Time represented any such shares (a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration in accordance with the terms of this Agreement. The right of any holder of any share of Company Capital Stock to receive the applicable Merger Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable tax Law, such withholding to be pursuant to the terms of Section 2.04(f) and any applicable tax Law.

Conversion of Company Capital Stock. Each (i) Subject to Sections ------------------------------------ 2.01(b) and 2.01(d), each issued and outstanding share of Company Capital Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be canceled in accordance with Section 2.01(b), (ii) except as provided in Section 2.02, the Appraisal Shares and (iii) except as provided in Section 2.03, the Restricted Shares that are not Cash-Out Restricted Shares) shall be converted into (x) with respect the right to each receive such amount as shall be equal to the highest price per share of the Company Common StockStock paid pursuant to the Offer in cash. (ii) Subject to Sections 2.01(b) and 2.01(d), each issued and outstanding share of Company Series A Preferred Stock shall be converted into the right to receive $7.13 9.75 or, if applicable, such greater amount as shall be equal to the highest price per share of Company Common Stock paid pursuant to the Offer in cash, without interest . (the “Common Stock Merger Consideration”iii) Subject to Sections 2.01(b) and (y) with respect to 2.01(d), each issued and outstanding share of the Company Series B Preferred Stock, Stock shall be converted into the right to receive $1,500 such amount as shall be equal to the highest price per share of Company Common Stock paid pursuant to the Offer in cash, without interest . (iv) The cash payable upon the “Preferred conversion of shares of Company Capital Stock pursuant to this Section 2.01(c) is referred to collectively as the "Merger Consideration”; and together with the Common Stock Merger Consideration, as applicable, the “Merger Consideration”)". At As of the Effective Time Time, all such shares of -------------------- Company Capital Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate or evidence of shares in book-entry form that immediately prior to the Effective Time represented representing any such shares (a “Certificate”) of Company Capital Stock shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration upon surrender of such certificate in accordance with the terms of this Agreement. The right of any holder of any share of Company Capital Stock to receive the applicable Merger Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable tax LawSection 2.02, such withholding to be pursuant to the terms of Section 2.04(f) and any applicable tax Lawwithout interest.

Conversion of Company Capital Stock. Each share (“Share”) of (i) Common Stock of the Company, par value $0.01 per share (“Company Capital Stock Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) shares Shares to be canceled cancelled in accordance with Section 2.01(b), 2.1(b) and other than Dissenting Shares) and (ii) except as provided in Section 2.02Preferred Stock of the Company, the Appraisal Shares par value $0.01 per share (“Company Preferred Stock” and (iii) except as provided in Section 2.03, the Restricted Shares that are not Cash-Out Restricted Shares) shall be converted into (x) together with respect to each share of the Company Common Stock, “Company Capital Stock”), issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $7.13 receive, upon surrender of the Certificate formerly representing such Shares in cashthe case of certificated Shares, or automatically in the case of Book-Entry Shares formerly representing such Shares, in accordance with Section 2.2, an amount in cash per Share, without interest interest, equal to $18.00 (the “Common Stock Merger Consideration”) and (y) with respect to each share of the Company Preferred Stock, the right to receive $1,500 in cash, without interest (the “Preferred Stock Merger Consideration”; and together with the Common Stock Merger Consideration, as applicablesuch amount, the “Merger Consideration”). At the Effective Time such shares Time, all of the Shares shall no longer cease to be outstanding and outstanding, shall automatically be canceled cancelled and shall cease to exist, and each holder of a certificate or evidence of shares in bookCertificate and Book-entry form Entry Share that immediately prior to the Effective Time represented any such shares of the Shares (a “Certificate”other than Shares to be cancelled in accordance with Section 2.1(b) and other than Dissenting Shares) shall cease to have any rights with respect thereto, except thereafter represent only the right to receive the applicable Merger Consideration in accordance with the terms of this Agreement. The right of any holder of any share of Company Capital Stock to receive the applicable Merger Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable tax Law, such withholding to be pursuant to the terms of Section 2.04(f) and any applicable tax LawConsideration.