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 Canceled Shares and Dissenting Shares) shall be converted into the right to receive, in accordance with the terms of this Agreement, (A) $34.10 per share in cash, without interest, from Parent (such amount of cash, the “Cash Consideration”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the Exchange Ratio (and, if applicable, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 2.1(c), such shares of Parent Common Stock and any such cash in lieu of fractional shares, together with the Cash Consideration, 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 2.1(a)(ii) shall no longer be outstanding and shall be automatically canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”), which immediately prior to the Effective Time represented such Company Common Stock, shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.2, the Merger Consideration.

Conversion of Company Securities. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Canceled Shares, Converted Shares and Dissenting Shares) shall be converted into the right to receive, in accordance with the terms of this Agreement, Agreement (A) $34.10 27.50 per share in cash, without interest, from Parent (such amount of cash, the “Cash Consideration”) ), and (B) a number of validly issued, fully paid and non-assessable nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Common Stock Stock”) equal to the Exchange Ratio (and, if applicable, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 2.1(c), ) (such shares of Parent Common Stock and any such cash in lieu of fractional shares, together with the Cash Consideration, 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 2.1(a)(ii2.1(a)(iii) shall no longer be outstanding and shall be automatically canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”), which immediately prior to the Effective Time represented such Company Common Stock, shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.2, the Merger Consideration.

Conversion of Company Securities. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Canceled Shares, Converted Shares and Dissenting Shares) shall be converted into the right to receive, in accordance with the terms of this Agreement, Agreement (A) $34.10 93.33 per share in cash, without interest, from Parent (such amount of cash, the “Cash Consideration”) ), and (B) a number of validly issued, fully paid and non-assessable nonassessable shares of common stock, par value $1.00 per share, of Parent (the “Parent Common Stock Stock”) equal to the Exchange Ratio (and, if applicable, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 2.1(c), ) (such shares of Parent Common Stock and any such cash in lieu of fractional shares, together with the Cash Consideration, 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 2.1(a)(ii2.1(a)(iii) shall no longer be outstanding and shall be automatically canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”), which immediately prior to the Effective Time represented such Company Common Stock, shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.2, the Merger Consideration.

Conversion of Company Securities. Each Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding (including all shares of Common Stock issued upon the acceleration of outstanding Restricted Share Units as of the Acceptance Time) immediately prior to the Effective Time (other than Canceled Shares shares canceled pursuant to Section 3.1(a) hereof and Dissenting Shares) shall be converted into the right to receive, in accordance with receive the terms of this Agreement, (A) $34.10 per share in cashOffer Price, without interest, from Parent interest and subject to any withholding of Taxes required by applicable Law (such amount of cash, the “Cash Consideration”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the Exchange Ratio (and, if applicable, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 2.1(c), such shares of Parent Common Stock and any such cash in lieu of fractional shares, together with the Cash Consideration, 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 2.1(a)(ii3.1(b) shall no longer be outstanding and shall be automatically canceled and shall cease to exist, exist and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”), ) which immediately prior to the Effective Time represented such Company Common Stock, Stock shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.23.2 of this Agreement, the Merger Consideration. Any shares of Common Stock held by a wholly owned subsidiary of the Company shall remain outstanding and shall become that number of shares of common stock of the Surviving Corporation that bears the same ratio to the aggregate number of outstanding shares of common stock of the Surviving Corporation as the number of shares of Common Stock held by such subsidiary bore to the aggregate number of outstanding shares of Common Stock immediately prior to the Effective Time.

Conversion of Company Securities. Each Except as otherwise provided in this Agreement, each share of Company Common Stock, Class B Common Stock, Class C Common Stock (if any) and Class D Common Stock issued and outstanding immediately prior to the Effective Time (other than Canceled Shares any shares canceled pursuant to Section 3.1(a) and any Dissenting Shares) shall be converted into the right to receive, in accordance with cash, without interest the terms sum of this Agreement, (i) Per Share Initial Merger Consideration and (ii) a Pro Rata Share of (A) $34.10 per share in cash, without interest, from Parent (such amount of cash, the “Cash Consideration”) any Price Adjustment Payment and (B) a number any Representative Fund Distribution, in the case of validly issued, fully paid each of clause (A) and non-assessable shares of Parent Common Stock equal to the Exchange Ratio clause (and, if applicable, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 2.1(cB), such shares of Parent Common Stock if, as and any such cash in lieu of fractional shares, together with the Cash Considerationwhen payable hereunder (collectively, the “Merger Consideration”). Each share of Company Common Stock, Class B Common Stock, Class C Common Stock (if any) or Class D Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 2.1(a)(ii3.1(b) shall no longer be outstanding and automatically shall be automatically canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”), ) which immediately prior to the Effective Time represented such Company Common Stock, Class B Common Stock, Class C Common Stock (if any) or Class D Common Stock shall cease to have any rights with respect to such Company Common Stock, Class B Common Stock, Class C Common Stock (if any) or Class D Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.23.2, the Per Share Initial Merger Consideration, without interest thereon, and any other payment on account of the Merger Consideration as and when provided herein.