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) shares to be cancelled and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)) will be converted into the right to receive $10.05 in cash, without interest (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled Cancelled Shares and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)Shares) will be converted into the right to receive $10.05 2.50 in cash, without interest (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled Cancelled Shares and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)Shares) will be converted into the right to receive $10.05 13.08 in cash, without interest (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled Rollover Shares, Excluded Shares and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)) will shall be converted into the right to receive from the Surviving Corporation an amount of cash equal to $10.05 in cash, without interest 18.00 (the “"Merger Consideration”").

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 6(a) 2.01(a), and (ii) Dissenting Shares (as hereinafter defined)Shares) will be converted into the right to receive twenty-eight and one-half cents ($10.05 0.285) in cash, without interest (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired canceled in accordance with Section 6(a2.01(a) and (ii) Dissenting Shares (as hereinafter definedsubject to Section 2.01(d)) will shall be converted automatically into the right to receive from Parent 0.2413 (the “Exchange Ratio”) fully paid and nonassessable shares of common stock, par value $10.05 in cash0.01 per share (the “Parent Common Stock”), without interest of Parent (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (iCancelled Shares and Dissenting Shares) shares to be cancelled and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)) will shall be converted into the right to receive $10.05 in cash, without interest receive: (i) one hundred (100) (the “Exchange Ratio”) shares of Parent Common Stock (the “Merger Consideration”); and (ii) any dividends or other distributions to which the holder thereof becomes entitled to upon the surrender of such shares of Company Common Stock in accordance with Section 2.02(g).

Conversion of Company Common Stock. Each Subject to Sections 3.1(b) and 3.1(d), each share of common stock of the Company, par value $0.001 per share (“Company Common Stock Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter definedeach such share, a “Share”)) will , excluding any Cancelled Shares, shall at the Effective Time automatically be converted into the right to receive $10.05 in cashreceive, without interest 0.1216 (the “Exchange Ratio”) fully paid and nonassessable shares of Parent Common Stock (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) any Dissenting Shares or shares to be cancelled and retired in accordance with canceled pursuant to Section 6(a) and (ii) Dissenting Shares (as hereinafter defined1.7(f)) will shall be converted automatically into and shall thereafter represent the right to receive $10.05 51.35 in cash, without interest (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled Cancelled Shares and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)Shares) will be converted into the right to receive $10.05 2.00 in cash, without interest (such amount per share, the “Merger Consideration”).

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 (i) shares to be cancelled and retired in accordance with Section 6(a2.1(b) and (iiDissenting Shares) Dissenting Shares (as hereinafter defined)) will shall be converted into automatically into, and shall thereafter represent the right to receive receive, subject to Section 2.4, an amount in cash equal to $10.05 in cash, 19.25 without interest (collectively, the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 6(a) 2.1(a), and (ii) Dissenting Shares (as hereinafter defined)Shares) will be converted into the right to receive $10.05 12.00 in cash, without interest (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled Excluded Shares and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)) will , together with the Rights associated therewith, shall be converted into the right to receive in cash from the Surviving Corporation following the Merger an amount equal to $10.05 in cash, without interest 21.25 (the “"Merger Consideration”").

Conversion of Company Common Stock. Each Except as otherwise provided ---------------------------------- herein, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 6(a2.1(b) and (iiother than Dissenting Shares) Dissenting Shares (as hereinafter defined)) will shall be cancelled and automatically converted into the right to receive $10.05 19.00 in cash, without interest (interest, from the “Merger Consideration”Trust or, in accordance with Section 2.1(f), the Surviving Corporation.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled Excluded Shares and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)) will shall be canceled and converted into the right to receive in cash from the Surviving Corporation following the Merger an amount equal to $10.05 in cash, without interest 15.05 (the “Merger Consideration”).

Conversion of Company Common Stock. Each Other than shares canceled in accordance with subsection (b) above, each share of Common Stock, par value $0.01 per share ("Company Common Stock Stock"), of the Company, issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 6(a) and (ii) excluding Dissenting Shares (as hereinafter definedShares, if any)) will , shall be converted into the right to receive $10.05 12.50 in cash, cash without interest (the “"Merger Consideration”"). All such shares, by virtue of the Merger, shall no longer be outstanding and shall be canceled and retired and shall cease to exist.

Conversion of Company Common Stock. Each Except as provided in Section , and other than Dissenting Shares and shares of Company Restricted Stock that are not vested as of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)) will shall be converted into the right to receive $10.05 0.32 in cash, without interest (the “Per Share Merger Consideration”), payable to the holder thereof upon surrender of each such share of Company Common Stock in the manner provided in Section .

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 6(a2.01(a) and (ii) Dissenting Shares (as hereinafter defineddefined below)) will ), shall be automatically converted into the right to receive $10.05 9.00 in cash, without interest (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)) will of the Merger shall be converted into the right to receive $10.05 in cash, without interest 21.00 (the “Merger Consideration”"Cash Amount"), all in accordance with Section 2.2.

Conversion of Company Common Stock. Each share of Company Common Stock issued and that is outstanding immediately prior to the Effective Time (Time, other than (i) shares to be cancelled Cancelled Shares and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)) will Shares, shall be converted automatically into the right to receive $10.05 56.50 in cash, without interest cash (the “Merger Consideration”).after giving

Conversion of Company Common Stock. Each Except as otherwise provided herein, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 6(a2.1(b) and (iiother than Dissenting Shares) Dissenting Shares (as hereinafter defined)) will shall be cancelled and automatically converted into the right to receive $10.05 19.00 in cash, without interest (interest, from the “Merger Consideration”Trust or, in accordance with Section 2.1(f), the Surviving Corporation.

Conversion of Company Common Stock. Each share of Company Common Stock Share issued and outstanding immediately prior to the Effective Time (other than (i) shares Common Shares to be cancelled and retired in accordance with Section 6(a) 2.01(a), and (ii) Dissenting Shares (as hereinafter defined)Shares) will be converted converted, subject to Section 2.02(f), into the right to receive in cash $10.05 in cash2.50 per Common Share, payable to the holder thereof, without interest and less any applicable withholding taxes (the “Merger Common Per Share Consideration”).

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 (i) except shares to be cancelled and retired in accordance with pursuant to Section 6(a2.1(b) and (ii) any Dissenting Shares (as hereinafter defineddefined in Section 2.1(e)) will ), shall be converted into the right to receive One Dollar and Eighty-Two Cents ($10.05 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.

Conversion of Company Common Stock. Each Except as provided in Section 2.01(b) and subject to Section 2.02, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)) will shall be converted into the right to receive $10.05 34.00 in cash, without interest (the “Per Share Merger ConsiderationPrice”), payable to the holder thereof upon surrender of such shares of Company Common Stock in the manner provided in Section 2.03.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (Time, other than (i) shares to be cancelled and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)) will any Excluded Shares, shall be converted into the right to receive $10.05 38.50 in cash, without interest subject to adjustment in accordance with Section 2.1(e) (the “Per Share Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (“Shares”) other than (i) shares to be cancelled the Excluded Shares and retired in accordance with Section 6(a) and (ii) the Dissenting Shares (as hereinafter defineddefined in Section 2.1(d)) will shall be converted into the right to receive $10.05 in cash, without interest 10.00 (the “Merger ConsiderationPer Share Amount”)) in cash payable to the holder thereof upon surrender of the certificate formerly representing such share of Company Common Stock in accordance with Section 2.3 hereof.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 6(a) 2.01(a), and (ii) Dissenting Shares (as hereinafter defined)Shares) will be converted into the right to receive $10.05 12.00 in cash, without interest (the “Merger Consideration”). For the avoidance of doubt, any shares of Company Common Stock issuable pursuant to the Exchange Agreements shall be deemed to be issued and outstanding for the purposes of this Article II (whether or not certificates therefor have been issued by the Company).

Conversion of Company Common Stock. Each share of common stock, par value $0.10 per share, of the Company (the “Company Common Stock Stock”) issued and outstanding immediately prior to the Effective Time (other than (iany Excluded Shares or Dissenting Shares) shares to be cancelled and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)) will shall be converted into the right to receive an amount in cash equal to $10.05 in cash, 22.00 without interest (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time Share (other than (i) shares Shares to be cancelled and retired canceled in accordance with Section 6(a2.1(b) and (iiDissenting Shares) Dissenting Shares (as hereinafter defined)) will shall be automatically converted into the right to receive $10.05 an amount in cash, without interest interest, equal to $5.25 (the “Merger Consideration”). The Shares that are so converted into the right to receive the Merger Consideration pursuant to this Section 2.1(c) are referred to herein as the “Merger Shares.”

Conversion of Company Common Stock. Each At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 6(a) 2.01(a), and (ii) Dissenting Shares (as hereinafter defined)Shares) will be converted into the right to receive $10.05 0.96 in cash, without interest (the “Merger Consideration”), as adjusted pursuant to Section 2.04, whereupon such shares of Company Common Stock will no longer be outstanding and will cease to exist.

Conversion of Company Common Stock. Each Except as provided in Section 2.01(b) and subject to Section 2.02, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (iany Dissenting Shares) shares to be cancelled and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)) will shall be converted into the right to receive $10.05 112.00 in cash, without interest (the “Per Share Merger ConsiderationPrice”), payable to the holder thereof upon surrender of such shares of Company Common Stock in the manner provided in Section 2.03.

Conversion of Company Common Stock. Each Except as otherwise provided ---------------------------------- in Section 2.01(a) or as provided in 2.01(d) with respect to shares of Company Common Stock as to which appraisal rights have been exercised, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)) will shall be converted into the right to receive from the Surviving Corporation following the Merger an amount in cash equal to $10.05 in cash, without interest 18.50 (the “"Merger Consideration”").

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled Cancelled Shares and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)Shares) will be converted into the right to receive $10.05 5.30 in cash, without interest (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares cancelled pursuant to be cancelled and retired in accordance with Section 6(a1.8(b) and (iiDissenting Shares) Dissenting Shares (as hereinafter defined)) will shall be converted into and become the right to receive $10.05 11.55 in cash, without interest thereon (the “"Merger Consideration”").

Conversion of Company Common Stock. Each share of the common stock, par value $1.00 of Company (“Company Common Stock Stock”) issued and outstanding immediately prior to the Effective Time (other than (iany Cancelled Shares or Dissenting Shares) shares shall, subject to be cancelled and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined1.7(e)) will , be converted into the right to receive $10.05 20.62 in cashcash without interest, without interest subject to adjustment in accordance with Section 1.7(d) (the “Merger Consideration”).):

Conversion of Company Common Stock. Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired canceled in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined2.1(a)) will shall be converted into the right to receive receive, upon surrender of the certificate representing such Company Common Stock in accordance with Section 2.3, $10.05 0.75 per share in cash, without interest cash (the “"Merger Consideration”").

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled Cancelled Shares and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)) will be converted into the right to receive $10.05 1.71 in cash, without interest (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 6(a) 3.01(a), and (ii) Dissenting Shares (as hereinafter defined)Shares) will be converted into the right to receive $10.05 5.37 in cash, without interest (the “Merger Consideration”).

Conversion of Company Common Stock. Each Subject to Section 2.04, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 6(a) 2.01(a), and (ii) Dissenting Shares (as hereinafter defined)Shares) will be converted into the right to receive $10.05 0.60 in cash, without interest (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 6(a) 2.01(a), and (ii) Dissenting Shares (as hereinafter defined)Shares) will be converted into the right to receive $10.05 0.0175 in cash, without interest (the “"Merger Consideration”").

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled Cancelled Shares and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)Shares) will be converted into the right to receive $10.05 in cash, without interest receive: (i) two thousand (2,000) (the “Exchange Ratio”) shares of American Resources Common Stock (the “Merger Consideration”); and (ii) any dividends or other distributions to which the holder thereof becomes entitled to upon the surrender of such shares of Company Common Stock in accordance with Section 2.02(g).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled Excluded Shares and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)) will shall be canceled and converted into the right to receive in cash an amount equal to $10.05 in cash, without interest 31.05 (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 6(a3.01(a) and (ii) Dissenting Shares (as hereinafter defineddefined below)) will ), shall be automatically converted into the right to receive $10.05 an amount in cashcash equal to the Offer Price, without interest (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (Time, other than (i) shares to Excluded Shares and Dissenting Shares, shall be cancelled canceled and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)) will be converted into the right to receive in cash an amount equal to $10.05 22.35 in cash, without interest cash (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined2.01(a)) will be converted into the right to receive Four Dollars and Fifteen Cents ($10.05 4.15) in cash, without interest (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock Share issued and outstanding immediately prior to the Effective Time (other than (i) shares Common Shares to be cancelled and retired in accordance with Section 6(a) 3.1(a), and (ii) Dissenting Shares (as hereinafter defined)Shares) will be converted converted, subject to Section 3.2(g), into the right to receive in cash $10.05 in cash23.00 per Common Share, payable to the holder thereof, without interest and less any applicable withholding taxes (the “Merger "Per Share Consideration”").

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled Cancelled Shares and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)Shares) will be converted into the right to receive $10.05 24.75 in cash, without interest (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) any Dissenting Shares or shares to be cancelled and retired in accordance with canceled pursuant to Section 6(a) and (ii) Dissenting Shares (as hereinafter defined1.7(f)) will shall be converted automatically into and shall thereafter represent the right to receive $10.05 36.75 in cash, without interest (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Common Stock, par value $0.01 per share ("Company Common Stock Stock"), of the Company, issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 6(a) and (ii) excluding Dissenting Shares (as hereinafter definedShares, if any)) will , shall be converted into the right to receive $10.05 6.00 net to seller in cash, cash without interest (the “"Merger Consideration”"). All such shares, by virtue of the Merger, shall no longer be outstanding and shall be canceled and retired and shall cease to exist.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time Share (other than (i) shares Shares to be cancelled and retired canceled in accordance with Section 6(a2.1(b) and (iiDissenting Shares) Dissenting Shares (as hereinafter defined)) will shall be automatically converted into the right to receive $10.05 an amount in cash, without interest interest, equal to $27.00 (the “Merger Consideration”). The Shares that are so converted into the right to receive the Merger Consideration pursuant to this Section 2.1(c) are referred to herein as the “Merger Shares.”

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)Cancelled Shares) will be converted into the right to receive $10.05 54.00 in cash, without interest thereon (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (iany Cancelled Shares or Dissenting Shares) shares shall, subject to be cancelled and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined2.1(f)) will , be converted into the right to receive $10.05 an amount in cash, without interest interest, equal to (i) the “Merger Consideration”)Closing Consideration Per Share minus (ii) amounts deducted in accordance with Sections 2.4 and 2.5.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled Cancelled Shares and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)Shares) will be converted into the right to receive $10.05 6.17 in cash, without interest (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled Cancelled Shares and retired in accordance with Section 6(a) and (ii) Dissenting Shares (as hereinafter defined)Shares) will be converted into the right to receive $10.05 7.77 in cash, without interest (the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 6(a) and (ii) Dissenting Excluded Shares (as hereinafter defined)) will shall be converted into the right to receive $10.05 in cash, from the Surviving Corporation an amount of cash payable without interest and equal, to $27.50 (the “Per Share Merger Consideration” or when referred to in the aggregate, the “Merger Consideration”).

Conversion of Company Common Stock. Each share of Common Stock, par value $.01 per share, of the Company Common Stock issued and outstanding immediately prior to the Effective Time (such shares, collectively, “Company Common Stock,” and each, a “Share”), other than (i) shares Shares to be cancelled and retired in accordance with pursuant to Section 6(a2.1(b) and (ii) Dissenting Shares (as hereinafter defined)) will , shall be converted automatically into and shall thereafter represent the right to receive $10.05 in cash, without interest (the “Merger Consideration”).receive