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 shares to be canceled in accordance with Section 2.01(b) and the Appraisal Shares) shall be converted into the right to receive $60.00 in cash, without interest (the "Merger Consideration"). At the Effective 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 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.

Conversion of Company Common Stock. Each Subject to Section 1.9(i), 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 2.01(b1.8(b) and the Appraisal Sharesthose converted in accordance with Section 1.8(c)) shall be converted into the right to receive $60.00 11.75 in cash, without interest (the "“Merger Consideration"”). At As of the Effective Time 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 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 receive, upon the surrender of such certificates, 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 shares to be canceled in accordance with Section 2.01(b) and the Appraisal any Dissenting Shares) shall automatically be canceled and converted into the right to receive $60.00 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 that immediately prior to the Effective Time represented any such shares (a "CertificateCERTIFICATE") shall cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration upon the surrender of such Certificate as 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 (other than but not including shares to be canceled in accordance with cancelled pursuant to Section 2.01(b3.1(c) and the Appraisal Dissenting Shares) shall be converted into the right to receive $60.00 an amount in cash, without interest payable to the holder thereof, equal to the Offer Price (the "“Merger Consideration"”). At As of the Effective Time Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each holder of a certificate 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, to be issued or paid in consideration therefor in accordance with Section 3.2, without interest.

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 shares to be canceled in accordance with Section 2.01(b3.1(b) and the Appraisal Sharesor shares as to which appraisal rights have been exercised in accordance with Section 3.3) shall be converted into the right to receive $60.00 1.80, net to the seller in cash, without interest cash (the "Merger Consideration"), without interest. At As of the Effective Time 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 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.

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 2.01(b) and the Appraisal Shares)) shall be converted into the right to receive $60.00 29.20 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 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. The right of any holder of any share of Company Common Stock to receive the Merger Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable tax law.

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 shares to be canceled in accordance with Section 2.01(b) Excluded Shares and the Appraisal Shares) shall be converted into the right to receive an amount in cash equal to $60.00 in cash47.50, without interest and less any applicable withholding Taxes (the "“Merger Consideration"”). At As of the Effective Time 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 that immediately prior to the Effective Time represented 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 ConsiderationConsideration in accordance with Section 2.02.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than excluding shares to be canceled in accordance with Section 2.01(b3.01(b) and the Appraisal Dissenting Shares) shall be converted into the right to receive $60.00 the Offer Price in cash, without interest (the "“Merger Consideration"”). At the Effective Time 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.

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 shares to be canceled in accordance with Section 2.01(b3.1(b) and the Appraisal Sharesor shares as to which appraisal rights have been exercised in accordance with Section 3.3) shall be converted into the right to receive $60.00 1.17, net to the seller in cash, without interest cash (the "Merger Consideration"), without interest. At As of the Effective Time 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 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.

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 cancelled in accordance with Section 2.01(b2.08(b)) and the Appraisal Shares) Shares shall be converted into the right to receive $60.00 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 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.

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 shares to be canceled in accordance with Section 2.01(b) Excluded Shares, Appraisal Shares, and the Appraisal Company Restricted Shares) shall be converted into the right to receive an amount in cash equal to $60.00 in cash10.75, without interest and less any applicable withholding Taxes (the "“Merger Consideration"”). At As of the Effective Time 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 that immediately prior to the Effective Time represented 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 ConsiderationConsideration in accordance with Section 2.02.

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 shares to be canceled in accordance with Section 2.01(b2.1(b) and the Appraisal Shares) shall be converted into the right to receive $60.00 50.00 in cash, without interest (the "Merger Consideration"). At As of the Effective Time 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 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 ConsiderationConsideration to be paid in consideration therefor upon surrender of such Certificate in accordance with Section 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 shares to be canceled in accordance with Section 2.01(b) the Cancelled Shares and the Appraisal Dissenting Shares, if any) shall be converted into and become the right to receive an amount equal to $60.00 2.10 in cash, without interest thereon (the "Merger Consideration"). At As of the Effective Time 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 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(s) in accordance with Article 2.

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 shares to Company RSAs (which shall be canceled treated as provided in accordance with Section 2.01(b) 6.04(a)(i)), Excluded Shares and the Appraisal Shares) shall be converted into the right to receive an amount in cash equal to $60.00 in cash36.00, without interest and less any applicable withholding Taxes (the "“Merger Consideration"”). At As of the Effective Time 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 that immediately prior to the Effective Time represented 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 ConsiderationConsideration in accordance with Section 2.02, without interest.

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 shares to be canceled in accordance with Section 2.01(bany Rollover Shares, any Cancelled Shares (as defined below) and the Appraisal Sharesany Dissenting Shares (as defined below)) shall be automatically converted into the right to receive $60.00 AU$0.87 in cash, without interest (the "Merger “Transaction Consideration"”). At From and after the Effective Time Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to existoutstanding, and each applicable holder of a certificate that immediately prior to the Effective Time represented 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 ConsiderationTransaction Consideration upon the surrender of such shares of Company Common Stock in accordance with Section 2.2.

Conversion of Company Common Stock. Each share of common stock, $0.10 par value per share, of the Company (“Company Common Stock Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled in accordance with pursuant to Section 2.01(b) and the Appraisal Shares2.1.2) shall be converted into the right to receive $60.00 42.00 in cash, payable to the holder thereof, without interest (the "“Merger Consideration"”). At the Effective Time all 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 that immediately prior to the Effective Time represented Certificate previously representing any such shares (a "Certificate") share shall cease to have any rights with respect thereto, except thereafter represent only the right to receive the Merger ConsiderationConsideration therefor.

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 2.01(b) and the Appraisal Shares) shall be converted into the right to receive $60.00 in cash, without interest (the "Merger Consideration"). At the Effective 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 that immediately prior to the Effective Time represented any such shares (a "CertificateCERTIFICATE") shall cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration with respect to each such share.

Conversion of Company Common Stock. Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b2.01(a)(ii) and the Appraisal SharesShares (as defined below)) shall be converted into the right to receive $60.00 the Offer Price in cash, without interest cash (the "“Merger Consideration"”). At the Effective Time 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 that immediately prior to the Effective Time represented 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 ConsiderationConsideration upon surrender of such certificate in accordance with Section 2.02, without interest.

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 2.01(b) the Cancelled Shares and the Appraisal Dissenting Shares, if any) shall be converted into and become the right to receive an amount equal to $60.00 2.10 in cash, without interest thereon (the "“Merger Consideration"”). At As of the Effective Time 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 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(s) in accordance with Article 2.

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 canceled and retired in accordance with Section 2.01(b) and (ii) the Appraisal Shares) shall be converted into the right to receive $60.00 10.00 in cash, without interest (the "“Merger Consideration"”). At the Effective 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 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. The right of any holder of any share of Company Common Stock to receive the Merger Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable tax Law.

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 2.01(b) and the Appraisal Shares) shall be converted into the right to receive $60.00 in cash, without interest (the "Merger Consideration"). At the Effective 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 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 ConsiderationConsideration with respect 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 shares to be canceled in accordance with Section 2.01(b) Excluded Shares and the Appraisal Dissenting Shares) shall be converted into the right to receive $60.00 1.68 in cash, without interest (the "“Merger Consideration"”). At the Effective Time all such All shares of Company Common Stock that have been so converted shall no longer be outstanding and shall automatically be canceled automatically and shall cease to exist, and each holder the holders of a certificate that certificates which immediately prior to the Effective Time represented any such those shares (a "Certificate"together with any book-entry shares, the “Certificates”) shall cease to have any rights with respect theretoto those shares, except other than the right to receive the Merger ConsiderationConsideration upon surrender of their Certificates in accordance with Section 2.2.

Conversion of Company Common Stock. Each share of the ---------------------------------- Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled in accordance with pursuant to Section 2.01(b3.1(c)) and the Appraisal Shares) shall will be converted into the right to receive $60.00 12.00 in cash, without interest (the "Merger Consideration"). At , upon surrender of the certificate or certificates which immediately prior to the Effective Time all represented such Company Common Stock. All shares of Company Common Stock, when converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, retired and each holder of a certificate 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.

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 2.01(b2.1(b) and the Appraisal Sharesor Dissenting Shares (as defined in Section 2.5)) shall be converted into the right to receive $60.00 27.00 in cash, without interest (the "“Merger Consideration"”). At As of the Effective Time all such shares shall no longer be outstanding and shall automatically be canceled and shall cease to existTime, and each holder of a certificate that which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a "“Certificate") ”), other than Dissenting Shares, shall cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration to be paid upon surrender of such Certificate in accordance with Section 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 shares to be canceled in accordance with Section 2.01(bexcluding (i) and (ii) the Appraisal Dissenting Shares) shall be converted into the right to receive $60.00 7.00 in cash, without interest (the "“Merger Consideration"”). At the Effective Time, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time all such shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder thereof (or of a certificate 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.

Conversion of Company Common Stock. Each Subject to Section 3.1(d), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled cancelled in accordance with Section 2.01(b) and the Appraisal Shares2.1(b)) shall be converted into the right to receive an amount in cash equal to $60.00 in cash, without interest 6.25 per share (the "Merger ConsiderationMERGER CONSIDERATION"). At As of the Effective Time Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each holder of a certificate 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.

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 2.01(b) and the Appraisal Shares) shall be converted into the right to receive $60.00 73.00 in cash, without interest (the "Merger Consideration"). At the Effective 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 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 ConsiderationConsideration with respect 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 shares cancelled pursuant to be canceled in accordance with Section 2.01(b1.8(b) and the Appraisal Dissenting Shares) shall be converted into and become the right to receive an amount equal to $60.00 0.30 in cash, without interest thereon (the "Common Merger Consideration"). At As of the Effective Time 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 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 Common Merger Consideration, upon surrender of such certificate(s) in accordance with Article 2.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock to be canceled in accordance with Section 2.01(b) and the Appraisal Sharesany Dissenting Shares (as hereinafter defined)) shall be converted into the right to receive $60.00 35.00 in cash, without interest (the "Merger Consideration"). At As of the Effective Time 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 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, without interest upon surrender of such certificate in accordance with, or as otherwise contemplated by, Section 2.02.

Conversion of Company Common Stock. Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b2.01(a)(ii) and the Appraisal SharesShares (as defined below)) shall be converted into the right to receive $60.00 the Offer Price in cash, without interest cash (the "Merger Consideration"). At the Effective Time 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 that immediately prior to the Effective Time represented 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 ConsiderationConsideration upon surrender of such certificate in accordance with Section 2.02, without interest.

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 2.01(b) and the Appraisal Shares)) shall be converted into the right to receive $60.00 18.00 in cash, without interest (the "Merger Consideration"). At the Effective 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 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. The right of any holder of any share of Company Common Stock to receive the Merger Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable tax law.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled pursuant to be canceled in accordance with Section 2.01(b1.8(b) and the Appraisal Dissenting Shares) shall be converted into and become the right to receive an amount equal to $60.00 0.30 in cash, without interest thereon (the "“Common Merger Consideration"”). At As of the Effective Time 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 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 Common Merger Consideration, upon surrender of such certificate(s) in accordance with Article 2.

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 shares to be canceled in accordance with Section 2.01(b) and the Appraisal Shares2.1(b)) shall be converted into the right to receive $60.00 44.00 in cash, without interest (the "Merger Consideration"). At As of the Effective Time 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 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 ConsiderationConsideration to be paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.2(b), without interest.

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 Dissenting Shares and shares to be canceled in accordance with Section 2.01(b) and the Appraisal Shares2.1(b)) shall be converted into the right to receive $60.00 4.60 in cash, without interest (the "“Merger Consideration"”). At As of the Effective Time 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 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 ConsiderationConsideration to be paid in consideration therefor upon surrender of such Certificate in accordance with Section 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 shares to be canceled in accordance with Section 2.01(b) and the Appraisal Shares3.01(b)) shall be converted into the right to receive $60.00 12.75 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 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 ConsiderationConsideration and any dividends to which such holder is entitled pursuant to the proviso to the first sentence of Section 3.02(c).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than but not including shares to be canceled in accordance with cancelled pursuant to Section 2.01(b3.1(c) and the Appraisal Dissenting Shares) shall be converted into the right to receive $60.00 an amount in cash, without interest payable to the holder thereof, equal to $14.25 (the "“Merger Consideration"”). At As of the Effective Time Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each holder of a certificate 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 ConsiderationConsideration (less any applicable withholding Taxes as provided herein), to be issued or paid in consideration therefor in accordance with Section 3.2, without interest.

Conversion of Company Common Stock. Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than shares to be canceled cancelled in accordance with Section 2.01(b2.1(b) and the Appraisal Shares) shall automatically be converted into the right to receive $60.00 in cash, without interest (the "Merger Consideration"). At As of the Effective Time Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each holder of a certificate 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 ConsiderationConsideration with respect 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 (i) shares to be canceled cancelled in accordance with Section 2.01(b1.10(b) and the Appraisal (ii) Dissenters’ Shares) shall be converted into the right to receive $60.00 an amount in cash, without interest (interest, equal to the "Merger Per Share Consideration"). At the Effective Time all such shares shall no longer be outstanding and automatically shall automatically be canceled cancelled and shall cease to exist, and each holder of a certificate Certificate 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 Per Share 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 Dissenting Shares and shares to be canceled in accordance with Section 2.01(b) and the Appraisal Shares2.1(b)) shall be converted into the right to receive $60.00 4.60 in cash, without interest (the "Merger Consideration"). At As of the Effective Time 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 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 ConsiderationConsideration to be paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.2(b), without interest.