Common use of Conversion of Company Securities Clause in Contracts

Conversion of Company Securities. 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 3.1(a)) shall automatically be converted into the right to receive 0.7866 shares (the “Exchange Ratio”) of common stock, par value $0.25 per share (the “Parent Common Stock”), of Parent, subject to adjustment as provided in Section 3.1(d) (the “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”) that immediately prior to the 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 Merger Consideration in accordance with Section 3.2, including the right, if any, to receive, pursuant to Section 3.7, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.2(d).

Conversion of Company Securities. 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 3.1(a)3.2) shall automatically be converted into the right to receive 0.7866 2.129 common shares of Parent (the “Parent Common Shares”) (such number of Parent Common Shares, the “Exchange Ratio”) of common stock, par value $0.25 per share (the “Parent Common Stock”), of Parent, subject to adjustment as provided in Section 3.1(d) 3.2 (the “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”) that immediately prior to the 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 Merger Consideration Consideration, in accordance with Section 3.23.3, including the right, if any, to receive, pursuant to Section 3.73.8, cash in lieu of fractional shares of Parent Common Stock Shares into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.2(d3.3(d).

Conversion of Company Securities. Each Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (after giving effect to the Recapitalization or Pre-Merger Special Distribution, as the case may be, other than shares canceled pursuant to be canceled in accordance with Section 3.1(a)) and Dissenting Shares) shall automatically be converted into the right to receive 0.7866 shares (i) an amount in cash equal to the “Exchange Ratio”Per Share Amount and (ii) of common stock, par one contractual contingent value $0.25 right per share of Company Common Stock (the each, a “Parent Common StockCVR”), of Parent, subject to adjustment as provided and in Section 3.1(d) accordance with the CVR Agreement (collectively, the “Merger Consideration”), in each case, without any interest thereon and subject to any withholding of Taxes in accordance with Section 3.2(i). All shares Each share of Company Common Stock, when so converted, Stock to be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) shall no longer be outstanding and shall automatically be cancelled and retired canceled and shall cease to exist, and each holder the holders of a certificate certificates (a the “CertificateCertificates”) or book-entry share registered in the transfer books of the Company shares (a “Book-Entry ShareShares”) that which immediately prior to the Effective Time represented shares of such Company Common Stock shall cease to have any rights with respect to such Company Common Stock other than the right to receive the Merger Consideration receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.2, including the rightMerger Consideration, if any, to receive, pursuant to Section 3.7, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.2(d)without interest thereon.

Conversion of Company Securities. Each Except as otherwise provided in this Agreement, 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 3.1(a)) hereof and the Dissenting Shares) shall automatically be converted into the right to receive 0.7866 shares (the “Exchange Ratio”) Merger Consideration. Each share of common stock, par value $0.25 per share (Company Common Stock to be converted into the “Parent Common Stock”), of Parent, subject right to adjustment receive the Merger Consideration as provided in this Section 3.1(d3.1(b) (shall, by virtue of the “Merger Consideration”). All shares and without any action on the part of Company Common Stockthe holders thereof, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, exist and each holder the holders of a certificate certificates (a the “CertificateCertificates”) or book-entry share registered in the transfer books of the Company shares (a “Book-Entry ShareShares”) that which immediately prior to the 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 the Merger Consideration receive, upon surrender of such Certificates (or affidavits of loss in lieu thereof and in compliance with Section 3.3) or Book-Entry Shares in accordance with Section 3.23.2 of this Agreement, including the rightMerger Consideration, if any, to receive, pursuant to Section 3.7, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.2(d)without interest thereon.

Conversion of Company Securities. Each Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares cancelled pursuant to be canceled in accordance with Section 3.1(a)) shall automatically be converted into 0.1019 validly issued, fully paid and nonassessable Parent Shares (the right to receive 0.7866 shares (“Merger Consideration” and such ratio, the “Exchange Ratio”) ). Each share of common stock, par value $0.25 per share (Company Common Stock to be converted into the “Parent Common Stock”), of Parent, subject to adjustment Merger Consideration as provided in this Section 3.1(d3.1(b) (the “Merger Consideration”). All shares of Company Common Stock, when so converted, shall no longer be issued or outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder the holders of a certificate certificates (a the “CertificateCertificates”) or book-entry share registered in the transfer books evidence of the Company shares (a “Book-Entry ShareEvidence”) that which immediately prior to the Effective Time represented such 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 Merger Consideration therefor, including, upon surrender of such Certificates or Book-Entry Evidence in accordance with Section 3.2, including the right, if any, to receive, pursuant to Section 3.73.6, cash in lieu of fractional shares of Parent Common Stock 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”), together with the amounts, if any, payable pursuant to Section 3.2(d3.2(h) (the “Dividend Consideration”).

Conversion of Company Securities. Each share ordinary share, no par value, of the Company Common Stock (the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(a3.01(a)(iii)) shall automatically be converted into the right to receive 0.7866 from Parent, in accordance with the terms of this Agreement, a number of validly issued, fully paid and nonassessable shares (the “Exchange Ratio”) of common stock, par value $0.25 per share (the “Parent Common Stock”)Stock equal to (A) 3,519,105, divided by (B) the aggregate number of Parent, subject to adjustment issued and outstanding Company Shares as provided in Section 3.1(d) of the Closing (the “Merger Consideration”), in each case without interest. All shares of Each Company Common Stock, when so converted, Share to be converted into the right to receive the Merger Consideration as provided in this Section 3.01(a) shall no longer be outstanding and shall be automatically be cancelled and retired canceled and shall cease to exist, and each holder of a certificate (a “Certificate”) or the book-entry share registered in the transfer books of the Company shares (a “Book-Entry ShareShares”) that which immediately prior to the Effective Time represented shares of such Company Common Stock Share, shall cease to have any rights with respect to such Company Common Stock Share other than the right to receive the Merger Consideration receive, upon surrender of such Book-Entry Shares in accordance with Section 3.23.02, including the right, if any, to receive, pursuant to Section 3.7, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.2(d)Merger Consideration.

Conversion of Company Securities. Each Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares canceled and retired pursuant to be canceled in accordance with Section 3.1(a)) and any Dissenting Shares) shall automatically be converted into the right to receive 0.7866 shares (the “Exchange Ratio”) of common stock, par value $0.25 27.20 per share (the “Parent of Company Common Stock”)Stock in cash, of Parent, subject to adjustment as provided in Section 3.1(d) without interest (the “Merger Consideration”). All shares Each share of Company Common Stock, when so converted, 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 be automatically be cancelled and retired canceled and shall cease to exist, and each holder the holders of a certificate certificates (a the “CertificateCertificates”) or book-entry share registered in the transfer books of the Company shares (a “Book-Entry ShareShares”) that which immediately prior to the Effective Time represented such 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 Merger Consideration receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.2, including the right, if any, to receive, pursuant to Section 3.7, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b3.2(b), together with the amountsMerger Consideration, if any, payable pursuant to Section 3.2(d)without interest thereon.