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 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 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 share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Canceled Shares) shall be converted into the right to receive, in accordance with the terms of this Agreement, 0.1240 validly issued, fully paid and non-assessable shares to be canceled of Parent Common Stock (the “Exchange Ratio”) (and, if applicable, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(a2.1(c)) shall automatically , such shares of Parent Common Stock and any such cash in lieu of fractional shares, the “Merger Consideration”). Each share of Company Common Stock to 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 Merger Consideration as provided in this Section 3.1(d2.1(a)(ii) (the “Merger Consideration”). All shares of Company Common Stock, when so converted, shall no longer be 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 shares of such Company Common Stock 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 3.22.2, including the right, if any, Merger Consideration and any dividends or other distributions payable to receive, such holder 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(d2.2(e).