Common use of Conversion of Company Securities Clause in Contracts

Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (other than any shares cancelled pursuant to Section 3.1(a) and any Dissenting Shares) shall be converted into the right to receive, in accordance with the terms of this Agreement, (i) a number of validly issued, fully paid and nonassessable Parent Shares equal to the Exchange Ratio (the “Per Share Stock Consideration”), subject to Section 3.6 with respect to the right to receive cash in lieu of fractional Parent Shares, if any, into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b) (the “Fractional Share Consideration”) and (ii) $2.75 per share, without interest (the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration and the Fractional Share Consideration, collectively, the “Merger Consideration”). Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) shall no longer be issued or outstanding and shall automatically be cancelled and shall cease to exist, and the holders of certificates (the “Certificates”) or non-certificated shares represented by book-entry evidence (“Book-Entry Shares”) which, in each case, immediately prior to the First Effective Time represented such shares of Company Common Stock shall cease to have any rights with respect to such shares of Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.2, the Merger Consideration therefor, together with the amounts, if any, payable pursuant to Section 3.2(g).

Conversion of Company Securities. Except as otherwise provided in this Agreement, each Each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (other than any shares cancelled canceled pursuant to Section 3.1(a), the Company Restricted Shares (which are addressed in Section 3.3) and any and, except as provided in Section 3.5, the Dissenting Shares) shall be converted into the right to receive, receive $26.00 in accordance with the terms of this Agreement, cash (i) a number of validly issued, fully paid and nonassessable Parent Shares equal to the Exchange Ratio (the “Per Share Stock Consideration”), subject to Section 3.6 with respect to the right to receive cash in lieu of fractional Parent Shares, if any, into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b) (the “Fractional Share Consideration”) and (ii) $2.75 per share, without interest (the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration and the Fractional Share Consideration, collectively, the “Merger Consideration”), without interest. For purposes of this Agreement, “Total Common Merger Consideration” shall mean the product of (x) the number of shares of Company Common Stock issued and outstanding (other than shares canceled pursuant to Section 3.1(a), the Company Restricted Shares (which are addressed in Section 3.3) and, except as provided in Section 3.5, the Dissenting Shares) immediately prior to the Effective Time and (y) the Merger Consideration. Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in the first sentence of this Section 3.1(b) shall no longer shall, by virtue of the Merger and without any action on the part of the holders thereof, be issued or outstanding and shall automatically be cancelled canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or non-certificated shares represented by book-entry evidence shares (“Book-Entry Shares”) which, in each case, which immediately prior to the First Effective Time represented such shares of Company Common Stock shall cease to have any rights with respect to such shares of Company Common Stock other than the right to receive, upon surrender of such Certificates (or affidavits of loss in lieu thereof in accordance with Section 3.4) or Book-Entry Shares in accordance with Section 3.2, the Merger Consideration thereforConsideration, together with the amountswithout interest thereon, if any, payable pursuant to Section 3.2(g)for each such share of Company Common Stock held by them.

Conversion of Company Securities. Except as otherwise provided in this Agreement, each Each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (other than excluding any shares cancelled pursuant to Section 3.1(a) and any Dissenting Canceled Shares) shall be converted into the right to receivereceive (A) an amount in cash, without interest, equal to (I) the Aggregate Cash Consideration (as may be adjusted pursuant to Section 2.1(a)(iv)(2)) divided by (II) the number of shares of Company Common Stock issued and outstanding as of the Determination Date (excluding any Canceled Shares) (such amount in accordance with cash, the terms of this Agreement, “Cash Consideration”) and (iB) a number of validly issued, fully paid and nonassessable non-assessable shares of common stock of Parent, par value $0.01 per share (the “Parent Shares Common Stock”), equal to the Exchange Ratio (as the “Per Share Stock Consideration”), subject same may be adjusted pursuant to Section 3.6 with respect to the right to receive 2.1(a)(iv) (and, if applicable, cash in lieu of fractional shares of Parent SharesCommon Stock payable in accordance with Section 2.1(a)(v), if any, into which and such shares of Company Parent Common Stock have been converted pursuant to this Section 3.1(b) (and any such cash in lieu of fractional shares, the “Fractional Share Consideration”) and (ii) $2.75 per share, without interest (the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration and the Fractional Share Consideration, collectively, the “Merger Consideration”). Each As of the Effective Time, each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b2.1(a)(ii) shall no longer be issued or outstanding and shall be automatically be cancelled canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or non-certificated shares represented by book-entry evidence shares (“Book-Entry Shares”) which, in each case, which immediately prior to the First Effective Time represented such shares of Company Common Stock Stock, shall cease to have any rights with respect to such shares of Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.22.2, the Merger Consideration therefor, together with the amounts, if any, payable pursuant to Section 3.2(g)Consideration.

Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (other than any shares cancelled pursuant to Section 3.1(a) and any Dissenting Shares)) shall be converted into the right to receive, in accordance with the terms of this Agreement, (i) a number of 0.1019 validly issued, fully paid and nonassessable Parent Shares equal to the Exchange Ratio (the “Per Share Stock Consideration”), subject to Section 3.6 with respect to the right to receive cash in lieu of fractional Parent Shares, if any, into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b) (the “Fractional Share Consideration”) and (ii) $2.75 per share, without interest (the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration and the Fractional Share Consideration, collectively, the “Merger Consideration” and such ratio, the “Exchange Ratio”). Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) shall no longer be issued or outstanding and shall automatically be cancelled and shall cease to exist, and the holders of certificates (the “Certificates”) or non-certificated shares represented by book-entry evidence of shares (“Book-Entry SharesEvidence”) which, in each case, which immediately prior to the First Effective Time represented such shares of Company Common Stock shall cease to have any rights with respect to such shares of Company Common Stock other than the right to receiveMerger Consideration therefor, including, upon surrender of such Certificates or Book-Entry Shares Evidence in accordance with Section 3.2, pursuant to Section 3.6, cash in lieu of fractional Parent Shares, if any, into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b) (the Merger Consideration therefor“Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 3.2(g3.2(h) (the “Dividend Consideration”).

Conversion of Company Securities. Except as otherwise provided in this AgreementAt the Effective Time, each by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Subject to Section 1.6, at the Effective Time, all shares of common stock of the Company, par value $0.001 per share of (the “Company Common Stock Shares”) issued and outstanding immediately prior to the First Effective Time (other than any shares cancelled pursuant to Section 3.1(a) and any Dissenting Shares) Shares as defined below), shall be converted into the right to receive, in accordance with the terms of this Agreement, (i) a number of validly issued, fully paid and nonassessable Parent Shares equal to the Exchange Ratio (the “Per Share Stock Consideration”), subject to Section 3.6 with respect to represent the right to receive cash in lieu (subject to the provisions of fractional Section 1.6) Ten Million (10,000,000) Shares of Parent Shares, if any, Series A Preferred Stock. The shares of Parent Series A Preferred Stock into which such shares of the Company Common Stock have been Shares are converted pursuant to this Section 3.1(b) (the “Fractional Share Consideration”) and (ii) $2.75 per share, without interest (the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration and the Fractional Share Consideration, collectively, shall be referred to herein as the “Merger ConsiderationShares.”). Each share of (b) After the Effective Time, the Parent shall deliver or cause to be delivered certificates (which, for all purposes in this Agreement, may be in book entry form) for the Merger Shares to each Company Common Stock Stockholder entitled thereto pursuant to Section 1.5(a) who shall have presented a certificate that immediately prior to the Effective Time represented Company Shares to be converted into the right Merger Shares pursuant to receive the Merger Consideration as provided in this Section 3.1(b) shall no longer be issued or outstanding and shall automatically be cancelled and shall cease to exist1.5(b), and the holders of certificates as applicable (the “Company Share Certificates”) ). If any Company Share Certificates shall have been lost, stolen or non-certificated shares represented by book-entry evidence (“Book-Entry Shares”) whichdestroyed, the Parent may, in each case, immediately prior its sole discretion and as a condition to the First Effective Time represented issuance of any certificates representing Merger Shares, require the owner of such shares of lost, stolen or destroyed Company Common Stock shall cease Share Certificates to have any rights provide an appropriate affidavit with respect to such shares of Company Common Stock other than Shares Certificate (without the right requirement to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.2, the Merger Consideration therefor, together with the amounts, if any, payable pursuant to Section 3.2(gpost a bond).

Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (other than any shares cancelled pursuant to Section 3.1(a) hereof and any Dissenting Shares) shall be converted as follows: (i) each issued and outstanding share of Class A Common Stock, shall be converted into the right to receive, in accordance with receive $36.25 plus the terms of this Agreement, (i) a number of validly issued, fully paid and nonassessable Parent Shares equal to the Exchange Ratio (the “applicable Additional Per Share Stock Consideration”), subject to Section 3.6 with respect to the right to receive cash in lieu of fractional Parent Shares, if any, into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b) (the “Fractional Share Consideration”) and (ii) $2.75 per sharein cash, without interest (the “Class A Merger Consideration”); (ii) each issued and outstanding share of Class P Common Stock, shall be converted into the right to receive $36.25 plus the applicable Additional Per Share Cash Consideration” and, together with the Per Share Stock Consideration and the Fractional Share Consideration, collectivelyif any, in cash, without interest (the “Class P Merger Consideration”); (iii) each issued and outstanding share of Class T Common Stock, shall be converted into the right to receive $36.25 plus the applicable Additional Per Share Consideration, if any, in cash, without interest (the “Class T Merger Consideration”); (iv) each issued and outstanding share of Class V Common Stock, shall be converted into the right to receive $36.25 plus the applicable Additional Per Share Consideration, if any, in cash, without interest (the “Class V Merger Consideration”). Each share of Company Common Stock to be converted into the right to receive the Merger Consideration applicable merger consideration as provided in this Section 3.1(b) shall no longer be issued or outstanding and shall automatically be cancelled and shall cease to exist, exist and the holders of certificates (the “Certificates”) or non-certificated shares represented by book-entry evidence shares (“Book-Entry Shares”) which, in each case, which immediately prior to the First Effective Time represented such shares of Company Common Stock shall cease to have any rights with respect to such shares of Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.23.2 of this Agreement, the Merger Consideration thereforapplicable merger consideration, together with the amounts, if any, payable pursuant to Section 3.2(g)without interest thereon.

Conversion of Company Securities. Except as otherwise provided in this AgreementEach ordinary share, each share par value one New Israeli Shekel (NIS 1.00) per share, of the Company Common Stock (each, a “Company Ordinary Share” and collectively, the “Company Ordinary Shares”) issued and outstanding immediately prior to the First Effective Time (other than any shares cancelled pursuant to be canceled in accordance with Section 3.1(a2.1(a)(ii) and any Dissenting Sharesor to be converted in accordance with Section 2.1(a)(iii)) shall be converted into the right to receivereceive from Parent, in accordance with the terms of this Agreement, (iA) a number $71.19 per share in cash (such amount of cash, the “Cash Consideration”) and (B) 0.2490 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.125 per share, of Parent Shares equal to the Exchange Ratio (the “Per Share Stock ConsiderationParent Common Stock”)) (and, subject to Section 3.6 with respect to the right to receive if applicable, cash in lieu of fractional shares of Parent Shares, if any, into which Common Stock payable in accordance with Section 2.1(c)) (such shares of Company Parent Common Stock have been converted pursuant to this Section 3.1(b) (the “Fractional Share Consideration”) and (ii) $2.75 per share, without interest (the “Per Share Cash Consideration” andany such cash in lieu of fractional shares, together with the Per Share Stock Consideration and the Fractional Share Cash Consideration, collectively, the “Merger Consideration”), in each case without interest and subject to applicable Tax withholding. Each share of Company Common Stock Ordinary Share to be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b2.1(a)(i) shall no longer be issued or outstanding and shall be automatically be cancelled canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or non-certificated shares represented by book-entry evidence shares (“Book-Entry Shares”) which), in each case, which immediately prior to the First Effective Time represented such shares of Company Common Stock Ordinary Shares, shall cease to have any rights with respect to such shares of Company Common Stock Ordinary Shares other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.22.3, the Merger Consideration therefor, together with the amounts, if any, payable pursuant to Section 3.2(g)Consideration.

Conversion of Company Securities. Except as otherwise provided in this AgreementBy virtue of the Merger and without any action on the part of any holder thereof: (i) Other than shares cancelled pursuant to Section 3.1(a), each share of common stock, par value $0.001 per share, of the Company Common Stock (together with the related right (a "RIGHT") to purchase Series A Junior Participating Preferred Stock, par value $0.001 per share, of the Company (the "COMPANY SERIES A JUNIOR PARTICIPATING PREFERRED STOCK") issued pursuant to the Rights Agreement (the "RIGHTS AGREEMENT") entered into between the Company and Fleet National Bank, N.A., dated as of April 26, 2001, the "COMPANY COMMON STOCK") issued and outstanding immediately prior to the First Effective Time (other than any shares cancelled pursuant shall cease to Section 3.1(a) be outstanding and any Dissenting Shares) shall be retired and cease to exist and shall be converted automatically, subject to Sections 3.1(d) and 3.2(d), into the right to receive, in accordance with receive 1.2668 (the terms of this Agreement, (i"EXCHANGE RATIO") a number of validly issued, fully paid and nonassessable shares of common stock, $0.01 par value per share, of Parent Shares equal to the Exchange Ratio (the “Per Share "PARENT COMMON STOCK") (such shares of Parent Common Stock Consideration”), subject to Section 3.6 together with respect to the right to receive any cash in lieu of fractional shares of Parent SharesCommon Stock to be paid pursuant to Section 3.2(d), if anycollectively are referred to as the "MERGER CONSIDERATION"). (ii) At the Effective Time, into which such each Certificate (as defined herein) theretofore representing shares of Company Common Stock have been converted pursuant to this Section 3.1(b) (Stock, as the “Fractional Share Consideration”) and (ii) $2.75 per sharecase may be, shall, without interest (any action on the “Per Share Cash Consideration” andpart of the Company, together with Parent or the Per Share Stock Consideration holder thereof, represent, and shall be deemed to represent from and after the Fractional Share Consideration, collectivelyEffective Time, the “Merger Consideration”). Each share number of Company shares of Parent Common Stock to be converted into the right to receive the Merger Consideration (and cash in lieu of fractional securities) as provided determined in this accordance with Section 3.1(b3.1(b)(i) shall no longer be issued or outstanding and shall automatically be cancelled above and shall cease to exist, and the holders of certificates (the “Certificates”) or non-certificated shares represented by book-entry evidence (“Book-Entry Shares”) which, represent any rights in each case, immediately prior to the First Effective Time represented such any shares of capital stock of the Company Common Stock shall cease to have any rights with respect to such shares of Company Common Stock other than or the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.2, the Merger Consideration therefor, together with the amounts, if any, payable pursuant to Section 3.2(g)Surviving Corporation.

Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (other than any shares cancelled canceled pursuant to Section 3.1(a) and any Dissenting Shares) shall be converted into the right to receive, receive the Offer Price in accordance with the terms of this Agreement, (i) a number of validly issued, fully paid and nonassessable Parent Shares equal to the Exchange Ratio (the “Per Share Stock Consideration”), subject to Section 3.6 with respect to the right to receive cash in lieu of fractional Parent Shares, if any, into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b) (the “Fractional Share Consideration”) and (ii) $2.75 per sharecash, without interest (the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration and the Fractional Share Consideration, collectively, the “Merger Consideration”). Each share of Company Common Stock (other than shares of Company Restricted Stock) to be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) shall no longer be issued or outstanding and shall automatically be cancelled canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or non-certificated shares represented by book-entry evidence shares (“Book-Entry Shares”) which, in each case, which immediately prior to the First Effective Time represented such shares of Company Common Stock shall cease to have any rights with respect to such shares of Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.2, the Merger Consideration thereforConsideration, together with without interest thereon. Any shares of Company Common Stock held by a wholly owned subsidiary of the amounts, if any, payable pursuant Company shall remain outstanding and shall become that number of shares of common stock of the Surviving Corporation that bears the same ratio to Section 3.2(g)the aggregate number of outstanding shares of common stock of the Surviving Corporation as the number of shares of Company Common Stock held by such subsidiary bore to the aggregate number of outstanding shares of Company Common Stock immediately prior to the Effective Time.

Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (other than any shares cancelled pursuant to Section 3.1(a) hereof, Dissenting Shares and any Dissenting provided that the Stock Purchase shall have been consummated in accordance with the terms of the Stock Purchase Agreement, the Casino USA Shares) shall be converted into the right to receivereceive $22.00 (the “Merger Consideration” and the sum of all such payments, in accordance with the “Total Common Stock Merger Consideration”). Furthermore, each share of Company Common Stock issuable pursuant to the terms of this Agreementany Company Stock Option, (i) a number of validly issuedSAR, fully paid and nonassessable Parent Shares equal or contractual arrangement pursuant to the Exchange Ratio (the “Per Share which Company Common Stock Consideration”), subject to Section 3.6 with respect to may be issued shall be converted into the right to receive cash in lieu of fractional Parent Shares, if any, into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b) (the “Fractional Share Consideration”) and (ii) $2.75 per share, without interest (the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration and the Fractional Share Consideration, collectively, the “Merger Consideration”). Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) shall no longer be issued or outstanding and shall automatically be cancelled and shall cease to exist, exist and the holders of certificates (the “Certificates”) or non-certificated shares represented by book-entry evidence shares (“Book-Entry Shares”) which, in each case, which immediately prior to the First Effective Time represented such shares of Company Common Stock shall cease to have any rights with respect to such shares of Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.23.2 of this Agreement, the Merger Consideration thereforConsideration, together with the amounts, if any, payable pursuant to Section 3.2(g)without interest thereon.