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 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 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 ordinary 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 Effective Time (other than Canceled Shares and Dissenting Sharesshares to be canceled in accordance with Section 2.1(a)(ii) or 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, (A) $34.10 71.19 per share in cash, without interest, from Parent cash (such amount of cash, the “Cash Consideration”) and (B) a number of 0.2490 (the “Exchange Ratio”) validly issued, fully paid and non-assessable nonassessable shares of common stock, par value $0.125 per share, of Parent (the “Parent Common Stock equal to the Exchange Ratio Stock”) (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”), 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 2.1(a)(ii2.1(a)(i) 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 StockOrdinary Shares, shall cease to have any rights with respect to such Company Common Stock Ordinary Shares other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.22.3, the Merger Consideration.