Common use of Conversion of Company Common Shares Clause in Contracts

Conversion of Company Common Shares. Each Company Common Share issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, Converted Shares, and Dissenting Shares) shall be automatically converted into (A) a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio, subject to Section 2.1(d) with respect to fractional shares (the “Stock Consideration”) and (B) the right to receive $13.25 in cash, without interest (the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”). All of the Company Common Shares converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and uncertificated Company Common Shares represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such Company Common Shares (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration (including the right to receive, pursuant to Section 2.1(d), the Fractional Share Cash Amount), into which the Company Common Shares represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1.

Conversion of Company Common Shares. Each Subject to Section 3.6, each Company Common Share issued and outstanding immediately prior to the Company Merger Effective Time (Time, other than Cancelled SharesCompany Common Shares to be canceled in accordance with Section 3.1(a)(ii), Converted Shares, and Dissenting Shares) shall be automatically converted into the right to receive 0.230 (Athe “Exchange Ratio”) a number of validly issued, fully paid and nonassessable non-assessable shares of Parent Common Stock equal to the Exchange Ratio, subject to Section 2.1(d) with respect to fractional shares (the “Stock Consideration”) and (B) the right to receive $13.25 in cash, without interest (the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”). All , without interest, but subject to any withholding required under applicable Tax Law, plus the right, if any, to receive pursuant to Section 3.8, cash in lieu of fractional shares of Parent Common Stock (the “Fractional Share Consideration”) into which such Company Common Shares would have been converted into the right to receive the Merger Consideration pursuant to this Article II Section 3.1(a)(i). All Company Common Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and uncertificated Company Common Shares represented by book-entry form each holder of a certificate (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such Company Common Shares (each, a “Certificate”) or book-entry share (a “Book-Entry Share”) that immediately prior to the Company Merger Effective Time evidenced Company Common Shares shall thereafter represent only cease to have any rights with respect to such Company Common Shares, except, in all cases, the right to receive the Merger Consideration (Consideration, without interest, in accordance with this Section 3.1(a)(i), including the right right, if any, to receivereceive the Fractional Share Consideration, together with the amounts, if any, payable pursuant to Section 2.1(d3.4(e), the Fractional Share Cash Amount), into which the Company Common Shares represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1.

Conversion of Company Common Shares. (A) Each Company Common Share issued and outstanding immediately prior to the Effective Time (other than (x) the Cancelled Shares, Converted (y) the Dissenting Shares, and Dissenting Shares(z) the Company Common Shares beneficially owned, as of immediately prior to the Effective Time, by the Specified Stockholders) shall be automatically converted into (A) a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio, subject to Section 2.1(d) with respect to fractional shares (the “Stock Consideration”) and (B) the right to receive $13.25 14.50 in cash, without interest (the “Cash A Merger Consideration” and”), and (B) each Company Common Share issued and outstanding immediately prior to the Effective Time beneficially owned, as of immediately prior to the Effective Time, by any Specified Stockholder shall be automatically converted into the right to receive $11.50 in cash, without interest (the “B Merger Consideration”, and together with the Stock A Merger Consideration, as applicable, the “Merger Consideration”). All of the Company Common Shares converted into the right to receive the Merger Consideration pursuant to this Article ARTICLE II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and uncertificated Company Common Shares represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such Company Common Shares (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration (including the right to receive, pursuant to Section 2.1(d), the Fractional Share Cash Amount), into which the Company Common Shares represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1.