Common use of Conversion of Company Shares in the Merger Clause in Contracts

Conversion of Company Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any stock or other equity ownership interest of Parent, Subsidiary or the Company: (a) Each Share outstanding immediately prior to the Effective Time (except as otherwise provided in this Section 3.1 and in Section 3.7 hereof and Dissenting Shares) shall be converted into the right to receive the Offer Price. All such Shares, when so converted, no longer shall be outstanding and automatically shall be cancelled and retired and shall cease to exist, and each holder of a certificate evidencing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Offer Price per share therefor, without interest and subject to applicable withholding tax, upon the surrender of such certificate in accordance with Section 3.3. (b) Each Share, if any, owned by Parent, Subsidiary or any of their subsidiaries immediately prior to the Effective Time shall be canceled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each outstanding membership interest of Subsidiary shall be converted into one common share of beneficial interest of the Surviving Company.