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 pursuant to be canceled in accordance with Section 3.1(a) and any Dissenting Shares)) shall automatically be converted into the right to receivereceive 0.3822 shares (the “Exchange Ratio”) of common stock, par value $0.001 per share (the “Parent Common Stock”), of Parent, subject to adjustment as provided in accordance with Section 3.3 (the terms “Parent Merger Consideration”). Each share of this Agreement, (i) Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of validly issuedshares of limited voting stock, fully paid and nonassessable par value $0.001 per share (the “Parent Shares Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “Per Share Stock LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, subject when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to Section 3.6 exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive the Parent Merger Consideration or LVS Merger Consideration, as the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Shares, if any, Common Stock 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(g3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent Charter.

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 (i) Each share of Company Common Stock issued and outstanding immediately prior to the First REIT Merger Effective Time (other than any shares cancelled pursuant to be canceled in accordance with Section 3.1(a) and any Dissenting Shares)) shall automatically 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 receive 0.362 Parent Common Shares equal to the Exchange Ratio (the “Per Share Stock ConsiderationCommon Exchange Ratio”), subject to adjustment as provided in Section 3.6 3.4 (the “REIT Common Merger Consideration”). All shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) with respect to such Company Common Stock that immediately prior to the REIT Merger Effective Time represented shares of Company Common Stock shall cease to have any rights with respect to such Company Common Stock other than the right to receive the REIT Common Merger Consideration, in accordance with Section 3.5, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional Parent Shares, if any, Common Shares 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”3.1(b)(i). 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(g3.5(d). Subject to Section 6.20, the issuance of the REIT Common Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent Declaration of Trust.

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 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.

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) 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”).