Common use of Conversion of Company Common Stock Clause in Contracts

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Canceled Shares, (ii) Dissenting Shares, and (iii) Subsidiary Converted Shares) shall be converted into the right to receive $190.00 in cash, without interest (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 Merger Consideration in accordance with the terms of this Agreement.

Conversion of Company Common Stock. Each share of Company Common Stock (the “Shares”) issued and outstanding immediately prior to the Effective Time (Time, other than (i) Canceled Excluded Shares, (ii) Dissenting Shares, and (iii) Subsidiary Converted Shares) shall automatically be converted at the Effective Time into the right to receive $190.00 7.00 in cash, without interest (the “Merger Consideration”). At the Effective Time, and all of such shares Shares shall no longer cease to be outstanding and outstanding, shall automatically be canceled cancelled and shall cease to exist, and each holder of certificate representing a certificate or evidence of shares in book-entry form that immediately prior to the Effective Time represented any such shares Share (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with the terms of this AgreementConsideration, without interest thereon, subject to Section 2.05.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (ishares to be canceled in accordance with Section 2.01(b) Canceled Shares, (ii) Dissenting Shares, and (iii) Subsidiary Converted the Appraisal Shares) shall be converted into the right to receive $190.00 60.00 in cash, without interest (the “"Merger Consideration”"). At the Effective Time, Time all 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 Merger Consideration in accordance with the terms of this AgreementConsideration.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (ishares to be canceled in accordance with Section 2.01(b) Canceled Shares, (ii) and any Dissenting Shares, and (iii) Subsidiary Converted Shares) shall automatically be canceled and converted into the right to receive $190.00 in cashthe Merger Consideration from the Surviving Corporation, without interest (the “Merger Consideration”). At the Effective Time, and all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each . 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”"CERTIFICATE") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon the surrender of such Certificate as provided in accordance with the terms of this AgreementSection 2.03.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Canceled Shares, (ii) Dissenting Shares, and (iii) Subsidiary Converted Sharesexcluding shares to be canceled or converted in accordance with Section 2.01(b)) shall be converted into the right to receive $190.00 45.50 in cash, without interest (the “Merger Consideration”). At the Effective Time, all such shares of Company Common 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 any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance and any dividends or other distributions with a record date prior to the terms of this AgreementEffective Time which may have been authorized by the Company and which remain unpaid at the Effective Time.

Conversion of Company Common Stock. Each share of Company Common Stock (or any fraction thereof) issued and outstanding immediately prior to the Effective Time (other than except shares to be cancelled pursuant to Section 2.1(b) and any Dissenting Shares (i) Canceled Sharesas defined in Section 2.1(e)), (ii) Dissenting Shares, and (iii) Subsidiary Converted Shares) shall be converted into the right to receive One Dollar and Eighty-Two Cents ($190.00 1.82) in cashcash (the "Merger Consideration") payable, without interest (interest, to the “Merger Consideration”)holder of such shares, upon surrender, in the manner provided by Section 2.2. At the Effective TimeUpon such conversion, 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 any shares of shares in book-entry form that immediately prior to the Effective Time represented any such shares (a “Certificate”) Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance consideration therefor upon the surrender of such certificate or otherwise upon compliance with the terms of this AgreementSection 2.2.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (ishares to be cancelled in accordance with Section 2.08(b)) Canceled Shares, (ii) Dissenting Shares, and (iii) Subsidiary Converted Shares) the Appraisal Shares shall be converted into the right to receive $190.00 from the Surviving Corporation in cash, without interest interest, the Offer Price (the “"Merger Consideration”"). At the Effective Time, all such shares shall no longer be outstanding and shall automatically be canceled cancelled 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 Merger Consideration in accordance with the terms of this AgreementConsideration.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Canceled Sharesshares to be cancelled and retired in accordance with Section 3.01(a), and (ii) Dissenting Shares, and (iii) Subsidiary Converted Shares) shall will be converted into the right to receive $190.00 receive, in cashcash and without interest, without interest an amount equal to the Offer Price (the “Merger Consideration”). At the Effective Time, such all shares shall of Company Common Stock will no longer be outstanding and shall automatically all shares of Company Common Stock will be canceled cancelled and shall retired and will cease to exist, and and, subject to Section 3.03, each holder of a certificate or evidence of shares in book-entry form that immediately prior to the Effective Time represented formerly representing any such shares (each, a “Certificate”) shall will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with the terms of this AgreementSection 3.02 hereof.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (ishares to be canceled in accordance with Section 2.1(b) Canceled Shares, (ii) and Dissenting Shares, and (iii) Subsidiary Converted Shares) shall be converted into the right to receive $190.00 53.00 in cash, without interest (the “Merger Consideration”). At As of the Effective Time, all such shares of Company Common Stock 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 form) which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Certificate in accordance with the terms of this AgreementSection 2.2(b), without interest.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Canceled Shares, (ii) Dissenting Shares, and (iii) Subsidiary Converted Sharesexcluding shares to be canceled in accordance with Section 3.01(b)) shall be converted into the right to receive $190.00 the Offer Price in cash, without interest (the “Merger Consideration”). At the Effective Time, all such shares of Company Common Stock 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 form) that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with the terms of this AgreementConsideration.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (iexcluding shares to be canceled in accordance with Section 3.01(b) Canceled Shares, (ii) and the Dissenting Shares, and (iii) Subsidiary Converted Shares) shall be converted into the right to receive $190.00 the Offer Price in cash, without interest (the “Merger Consideration”). At the Effective Time, all such shares of Company Common Stock 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 form) that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with the terms of this AgreementConsideration.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (ishares to be canceled in accordance with Section 2.01(b) Canceled Shares, (ii) Dissenting Shares, and (iii) Subsidiary Converted SharesCompany Restricted Stock) shall be converted into the right to receive $190.00 30.50 in cash, without interest (the “Merger Consideration”). At the Effective Time, all such shares of Company Common Stock 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 of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance and any declared dividends with a record date prior to the terms Effective Time that remain unpaid as of this Agreementthe Effective Time and that are due to such holder.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) the Canceled Shares, Dissenting Shares (iiexcept as provided in paragraph (d) Dissenting Sharesbelow), Disputed Claims Reserve Shares and (iii) Subsidiary Converted Restricted Shares) shall be converted into the right to receive $190.00 US$37.00 in cash, without interest (the “Merger Consideration”), less any required withholding taxes. At As of the Effective Time, all such shares of Company Common 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 Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and declared but unpaid dividends, without interest, upon surrender of such certificate in accordance with the terms with, or as otherwise contemplated by, Section 2.02 of this Agreement.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (ishares to be canceled in accordance with Section 2.1(b) Canceled Shares, (ii) and Dissenting Shares, and (iii) Subsidiary Converted Shares) shall thereupon be converted automatically into and shall thereafter represent the right to receive an amount in cash equal to $190.00 in cash17.50, without interest (the “Merger Consideration”). At As of the Effective Time, all such shares of Company Common Stock 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 certificate, which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Certificate in accordance with the terms of this AgreementSection 2.2(b), without interest.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time or issuable pursuant to any outstanding options, warrants or other rights (other than (iincluding shares of Company Restricted Stock, but excluding shares to be canceled in accordance with Section 3.01(b) Canceled Sharesand, (ii) Dissenting Sharesexcept as provided in Section 3.01(d), and (iii) Subsidiary Converted the Appraisal Shares) shall be converted into the right to receive $190.00 25.50 in cash, without interest (the “Merger Consideration”). At the Effective Time, all such shares of Company Common Stock 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 of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with the terms of this AgreementConsideration.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (ishares to be canceled in accordance with Section 2.01(a)(i) Canceled and the Appraisal Shares), (ii) Dissenting Sharesincluding the shares of Company Restricted Stock, and (iii) Subsidiary Converted Shares) shall shall, subject to Section 2.02(h), be converted into the right to receive $190.00 35.00 in cash, without interest (the “Merger Consideration”). At the Effective Time, Time all such shares 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 any such shares (a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with the terms of this AgreementConsideration.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (ishares to be canceled in accordance with Section 2.1(b) Canceled Shares, (ii) and Dissenting Shares, and (iii) Subsidiary Converted Shares) shall be converted automatically into and shall thereafter represent the right to receive an amount in cash equal to $190.00 in cash17.25, without interest (the “Merger Consideration”). At As of the Effective Time, all such shares of Company Common Stock 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 certificate, which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) ), shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Certificate in accordance with the terms of this AgreementSection 2.2(b), without interest.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Canceled Shares, (ii) Dissenting Shares, and (iii) Subsidiary Converted Shares) shall be converted into the right to receive $190.00 35.00 in cash, without interest (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 Merger Consideration in accordance with the terms of this Agreement.

Conversion of Company Common Stock. Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock Stock,” and each, a “Share”) that is issued and outstanding immediately prior to the Effective Time (other than (i) Canceled SharesTime, (ii) but excluding Cancelled Shares and Dissenting Shares, and (iii) Subsidiary Converted Shares) shall be converted automatically into the right to receive an amount in cash equal to $190.00 in cash63.50 per Share, without interest (the “Merger Consideration”). At All Shares that have been converted into the Effective Time, such shares right to receive the Merger Consideration as provided in this Section 2.01(a)(i) shall no longer be outstanding and shall automatically be canceled cancelled upon the conversion thereof and shall cease to exist, and each any holder of a certificate Book-Entry Shares, or evidence of shares in book-entry form Certificates that immediately prior to the Effective Time represented any such shares (a “Certificate”) Shares, shall cease to have any rights right with respect thereto, except to such Shares other than the right to receive the Merger Consideration in accordance with the terms of this AgreementConsideration.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.08(b)) and the Appraisal Shares (i) Canceled Shares, (ii) Dissenting Shares, and (iii) Subsidiary Converted Sharesas defined in Section 2.08(d)) shall be converted into the right to receive $190.00 from the Surviving Corporation in cash, without interest interest, the Offer Price (the “"Merger Consideration”"). At the Effective Time, Time all such shares shall no longer be outstanding and shall automatically be canceled cancelled 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 Merger Consideration in accordance with the terms of this AgreementConsideration.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Canceled Shares, (ii) Dissenting Shares, and (iii) Subsidiary Converted Sharesshares to be canceled in accordance with Section 3.01(b)) shall be converted into the right to receive $190.00 from the Surviving Corporation, in cashcash and without interest, without interest an amount equal to the Offer Price paid in the Offer (the “Merger Consideration”). At the Effective Time, Time such shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate certificate, or evidence of shares held in book-entry form 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 Merger Consideration in accordance with the terms of this Agreement.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Canceled Shares, (ii) the Cancelled Shares and Dissenting Shares, and (iii) Subsidiary Converted Sharesif any) shall be converted into and become the right to receive an amount equal to $190.00 2.10 in cash, without interest thereon (the “"Merger Consideration”"). At As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled cancelled 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 Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration Consideration, upon surrender of such certificate(s) in accordance with the terms of this AgreementArticle 2.

Conversion of Company Common Stock. Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time (other than (i) Canceled such shares of Company Common Stock are hereinafter referred to each, as a "Share" and collectively, as the "Shares"), (ii) Dissenting Shares, and (iii) Subsidiary Converted Shares) shall be converted into the right to receive $190.00 17.00 in cash, without interest (the “"Merger Consideration”"). At the Effective Time, such shares all Shares shall no longer be outstanding and shall cancelled automatically be canceled and shall cease to exist, and each holder the holders of a certificate or evidence of shares in book-entry form that certificates which immediately prior to the Effective Time represented any such shares Shares (a “Certificate”the "Certificates") shall cease to have any rights with respect theretoto the Shares, except other than the right to receive the Merger Consideration (without any interest being payable thereon) upon surrender of the Certificates in accordance with the terms of this AgreementSection 2.2.

Conversion of Company Common Stock. Each At the Effective Time each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.10(b) and any Dissenting Shares (i) Canceled Shares, (ii) Dissenting Shares, and (iii) Subsidiary Converted Sharesas defined in Section 2.11(h)) shall be converted into the right to receive $190.00 the Price Per Share in cash, without interest (the “"Merger Consideration”"). At As of the Effective Time, all such shares of Company Common 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 Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such certificate in accordance with Section 2.11 or the terms of this Agreementright to appraisal under the DGCL (as described in Section 2.11(h)).

Conversion of Company Common Stock. Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Common Stock issued Stock,” and each, a “Share”) outstanding immediately prior to the Effective Time (other than (i) Canceled SharesTime, (ii) but excluding Cancelled Shares and Dissenting Shares, and (iii) Subsidiary Converted Shares) shall be converted automatically into the right to receive $190.00 48.53 per Share in cash, without interest cash (the “Merger Consideration”), without interest. At All Shares that have been converted into the Effective Time, such shares right to receive the Merger Consideration as provided in this Section 2.1(a) shall no longer be outstanding and shall automatically be canceled cancelled upon the conversion thereof and shall cease to exist, and each holder the holders of a certificate or evidence of shares in book-entry form certificates that immediately prior to the Effective Time represented any such shares (a “Certificate”) Shares shall cease to have any rights with respect thereto, except to such Shares other than the right to receive the Merger Consideration in accordance with the terms of this AgreementConsideration, without interest.

Conversion of Company Common Stock. Each share of common stock, par value $0.10 per share, of the Company (“Common Stock Stock”) issued and outstanding immediately prior to the Effective Time (other than (i) Canceled Shares, (ii) Excluded Shares and Dissenting Shares, ) will automatically be cancelled and (iii) Subsidiary Converted Shares) shall be converted into the right to receive $190.00 an amount in cash, without interest interest, equal to $25.35 (the “Merger Consideration”). At the Effective Time, whereupon such shares shall of Common Stock will cease to exist and no longer be outstanding and shall automatically be canceled and shall cease to existoutstanding, and each holder thereof (together with each holder of a certificate any Excluded Shares or evidence of shares in book-entry form that immediately prior to the Effective Time represented any such shares (Dissenting Shares, each, a “CertificateStockholder”) shall will cease to have any rights with respect thereto, except the right to receive the Merger Consideration Consideration, without interest, upon surrender of Certificates or Book-Entry Shares in accordance with the terms of this AgreementSection 2.4.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than excluding (i) Canceled Shares, and (ii) the Dissenting Shares, and (iii) Subsidiary Converted Shares) shall be converted into the right to receive $190.00 7.00 in cash, without interest (the “Merger Consideration”). At the Effective Time, such all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder thereof (or of a certificate or evidence of shares in book-entry form that immediately prior to the Effective Time represented any such shares (each, a “Certificate”)) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with the terms of this AgreementConsideration.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (ishares to be canceled in accordance with Section 2.1(b) Canceled Shares, (ii) and Dissenting Shares, and (iii) Subsidiary Converted Shares) shall be converted automatically into and shall thereafter represent solely the right to receive an amount in cash equal to $190.00 in cash61.00, without interest (the “Merger Consideration”). At As of the Effective Time, all such shares of Company Common Stock 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 certificate, which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) ), shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Certificate in accordance with the terms of this AgreementSection 2.2(b), without interest.

Conversion of Company Common Stock. Each share of Company Common Stock ----------------------------------- issued and outstanding immediately prior to the Effective Time (other than (ishares to be canceled in accordance with Section 2.01(b) Canceled Shares, (ii) Dissenting Shares, and (iii) Subsidiary Converted the Appraisal Shares) shall be converted into the right to receive $190.00 in cash, without interest (the “Merger Consideration”). At the Effective Time, Time all 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 Merger Consideration in accordance with the terms of this Agreement.respect to each such share. (d)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (ishares to be canceled in accordance with Section 2.1(b) Canceled Shares, (ii) and Dissenting Shares, and (iii) Subsidiary Converted Shares) shall be converted into the right to receive $190.00 45.00 in cash, without interest (the “Merger Consideration”). At As of the Effective Time, all such shares of Company Common Stock 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 form) which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration Consideration, less any required withholding of Taxes, to be paid in consideration therefor upon surrender of such Certificate in accordance with the terms of this AgreementSection 2.2(b).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (iincluding each share of Restricted Stock, but excluding shares to be canceled in accordance with Section 3.01(b) Canceled Shares, (iiand except as provided in Section 3.01(d) Dissenting Shares, and (iii) Subsidiary Converted with respect to the Appraisal Shares) shall be converted into the right to receive $190.00 17.50 in cash, without interest and subject to any withholding of Taxes required by applicable Law (the “Merger Consideration”). At the Effective Time, all such shares of Company Common Stock 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 form) that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with the terms of this AgreementConsideration.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Canceled Shares, (ii) Dissenting Shares, Shares and (iii) Subsidiary Converted Sharesany shares to be canceled pursuant to Section 1.6(c)) shall be canceled and shall be converted automatically by virtue of the Merger into the right to receive $190.00 61.00 in cash, without interest cash payable to the holder thereof (the “"Merger Consideration”"). At As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and and, subject to Section 1.6(d), 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 Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with the terms of this AgreementConsideration.

Conversion of Company Common Stock. Each At the Effective Time each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.10(b) and any Dissenting Shares (i) Canceled Shares, (ii) Dissenting Shares, and (iii) Subsidiary Converted Sharesas defined in Section 2.11(h)) shall be converted into the right to receive $190.00 the Price Per Share in cash, without interest (the “Merger Consideration”). At As of the Effective Time, all such shares of Company Common 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 Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such certificate in accordance with Section 2.11 or the terms of this Agreementright to appraisal under the DGCL (as described in Section 2.11(h)).

Conversion of Company Common Stock. Each share of Company Common Stock Share issued and outstanding immediately prior to the Effective Time (Time, other than (i) Canceled Excluded Shares, (ii) Dissenting Shares, and (iii) Subsidiary Converted Shares) shall automatically be converted at the Effective Time into the right to receive $190.00 58.50 in cash, without interest (the “Merger Consideration”). At the Effective Time, and all of such shares Shares shall no longer cease to be outstanding and outstanding, shall automatically be canceled cancelled and shall cease to exist, and each holder of certificate representing a certificate or evidence of shares in book-entry form that immediately prior to the Effective Time represented any such shares Share (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with the terms of this AgreementConsideration, without interest thereon, subject to ‎Section 2.05.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.1(c) and the Dissenting Shares (i) Canceled Shares, (ii) Dissenting Shares, and (iii) Subsidiary Converted Sharesas defined in Section 2.1(d)) shall be converted into the right to receive $190.00 from the Surviving Corporation in cash, without interest interest, the price per share paid pursuant to the Offer (the “Merger Consideration”). At the Effective Time, Time all such shares shall no longer be outstanding and shall automatically be canceled canceled, 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 any such shares (a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with the terms of this AgreementConsideration.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (ishares to be canceled in accordance with Section 2.1(b) Canceled Shares, (ii) and Dissenting Shares, and (iii) Subsidiary Converted Shares) shall be converted automatically into and shall thereafter represent the right to receive $190.00 25.00 in cash, without interest (the “Merger Consideration”). At As of the Effective Time, each such shares share of Company Common Stock 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 form) which immediately prior to the Effective Time represented any such shares share of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Certificate in accordance with the terms of this AgreementSection 2.2(b), without interest.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (ishares to be canceled in accordance with Section 2.01(b) Canceled Shares, (ii) Dissenting Shares, and (iii) Subsidiary Converted the Appraisal Shares) shall be converted into the right to receive $190.00 73.00 in cash, without interest (the “"Merger Consideration”"). At the Effective Time, Time all such shares shall no longer be outstanding out standing 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 Merger Consideration in accordance with the terms of this Agreementrespect to each such share.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (ishares to be canceled in accordance with Section 2.01(b) Canceled Shares, (ii) Dissenting Shares, and (iii) Subsidiary Converted the Appraisal Shares) shall be converted into the right to receive $190.00 44.50 in cash, without interest (the “Merger Consideration”). At the Effective Time, all such shares of Company Common 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 which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with the terms of this AgreementConsideration.

Conversion of Company Common Stock. Each share of the ---------------------------------- Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (iany shares of Company Common Stock to be canceled pursuant to Section 3.1(c)) Canceled Shares, (ii) Dissenting Shares, and (iii) Subsidiary Converted Shares) shall will be converted into the right to receive $190.00 12.00 in cash, without interest (the “"Merger Consideration”"). At , upon surrender of the certificate or certificates which immediately prior to the Effective TimeTime represented such Company Common Stock. All shares of Company Common Stock, such shares when converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, retired 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”) shall cease to have any rights with respect thereto, except the right to receive the such Merger Consideration in accordance with the terms of this AgreementConsideration.