Common use of Conversion of Company Shares Clause in Contracts

Conversion of Company Shares. Subject to Section 3.01(b) and Section 3.05, each Company Share issued and outstanding immediately prior to the Effective Time, other than any Company Share that is subject to any Company Award, shall automatically be canceled and converted into and shall thereafter represent the right to receive an amount in cash equal to $42.75, without interest (the “Merger Consideration”). Subject to Section 3.05, as of the Effective Time, all such Company Shares shall no longer be issued and outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time evidenced any Company Shares (each, a “Certificate”) or uncertificated Company Shares represented by book-entry immediately prior to the Effective Time (each, a “Book-Entry Share”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pertaining to the Company Shares represented by such Certificate or Book-Entry Share, as applicable, to be paid in consideration therefor, in accordance with Section 3.02(b) without interest.

Conversion of Company Shares. Subject to Section 3.01(b) and Section 3.05, each Company Share issued and outstanding immediately prior to the Effective Time, other than any Company Share that is subject to any Company Award, shall automatically be canceled and converted into and shall thereafter represent the right to receive an amount in cash equal to $42.7568.00, without interest (the “Merger Consideration”). Subject to Section 3.05, as of the Effective Time, all such Company Shares shall no longer be issued and outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time evidenced any Company Shares (each, a “Certificate”) or uncertificated Company Shares represented by book-entry immediately prior to the Effective Time (each, a “Book-Entry Share”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pertaining to the Company Shares represented by such Certificate or Book-Entry Share, as applicable, to be paid in consideration therefor, in accordance with Section 3.02(b) without interest.

Conversion of Company Shares. Subject to Section 3.01(b) and Section 3.052.01(b), each Company Share that is issued and outstanding immediately prior to the First-Step Effective Time, other than any Company Share that is subject to any Company Award, Time shall be converted automatically be canceled and converted into and shall thereafter represent become one duly authorized, validly issued, fully paid and nonassessable common share, par value $0.01 per share, of the right to receive an amount in cash equal to $42.75, without interest Intermediate Company (the “Merger ConsiderationIntermediate Company Shares”). Subject to Section 3.05, as As of the First-Step Effective Time, all such Company Shares shall no longer be issued and outstanding and shall automatically be canceled and shall cease to exist, and each holder of a . Each certificate that immediately prior to the Effective Time evidenced previously evidencing any Company Shares (each, a “Certificate”) or uncertificated Company Shares represented by book-entry immediately prior to the Effective Time (each, a “Book-Entry Share”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pertaining immediately prior to the First-Step Effective Time shall thereafter represent, without the requirement of any exchange thereof, that number of Intermediate Company Shares into which such Company Shares represented by such Certificate or Bookbook-Entry Shareentry, as applicable, have been converted pursuant to be paid in consideration therefor, this Section 2.01(c) and the right to receive dividends and other distributions in accordance with Section 3.02(b) 2.01(d), in each case without interest.

Conversion of Company Shares. Subject to Section 3.01(b2.01(b) and Section 3.052.04, each Company Share that is issued and outstanding immediately prior to the Effective Time, other than any Company Share that is subject to any Company Award, Time shall automatically be canceled and converted into and shall thereafter represent the right to receive an amount $93.00 in cash equal to $42.75cash, without interest (the “Merger Consideration”). Subject to Section 3.052.04, as of the Effective Time, all such Company Shares shall no longer be issued and outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time evidenced previously evidencing any Company Shares (each, a “Certificate”) or uncertificated Company Shares represented by book-entry immediately prior to the Effective Time (each, a “Book-Entry Share”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pertaining to the Company Shares represented by such Certificate or Book-Entry Share, as applicable, to be paid in consideration therefor, in accordance with Section 3.02(b) without interest2.02(b).

Conversion of Company Shares. Subject to Section 3.01(b) and Section 3.05, each Company Share Each issued and outstanding immediately prior to the Effective Time, Company Share (other than any Company Share that is Shares to be canceled in accordance with Section 3.1(b) and Dissenting Shares) shall, subject to any Company AwardSection 3.5, shall be converted automatically be canceled and converted into and shall thereafter represent the right to receive an amount in cash equal to $42.75the Offer Price, without interest (the “Merger Consideration”). Subject to Section 3.05, as As of the Effective Time, all such Company Shares shall no longer be issued and outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that or book-entry share, which, in each case, immediately prior to the Effective Time evidenced represented any such Company Shares (each, a “Certificate”) ” or uncertificated Company Shares represented by book-entry immediately prior to the Effective Time (each, a “Book-Entry Share”) , respectively), shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pertaining to the Company Shares represented by such Certificate or Book-Entry Share, as applicable, to be paid in consideration therefor, therefor upon surrender of such Certificate or Book Entry Share in accordance with Section 3.02(b) 3.2(b), without interest.

Conversion of Company Shares. Subject to Section Sections 3.01(b) and Section 3.053.04, each Company Share issued and outstanding immediately prior to the Effective Time, other than any Company Share that is subject to any Company Award, shall automatically be canceled and converted into and shall thereafter represent the right to receive an amount in cash equal to $42.7530.00, without interest (the “Merger Consideration”). Subject to Section 3.053.04, as of the Effective Time, all each such Company Shares Share shall no longer be issued and outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time evidenced any Company Shares (each, a “Certificate”) or uncertificated Company Shares represented by book-entry immediately prior to the Effective Time (each, a “Book-Entry Share”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pertaining to the Company Shares represented by such Certificate or Book-Entry Share, as applicable, to be paid in consideration therefor, in accordance with Section 3.02(b) without interest.

Conversion of Company Shares. Subject to Section 3.01(b) and Section 3.05, each Company Share issued and outstanding immediately prior to the Effective Time, other than any excluding Company Share that is subject to any Company AwardRestricted Shares, shall automatically be canceled and converted into and shall thereafter represent the right to receive an amount in cash equal to $42.7557.60, without interest (the “Merger Consideration”). Subject to Section 3.05, as of the Effective Time, all such Company Shares shall no longer be issued and outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time evidenced any Company Shares (each, a “Certificate”) or uncertificated Company Shares represented by book-entry immediately prior to the Effective Time (each, a “Book-Entry Share”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pertaining to the Company Shares represented by such Certificate or Book-Entry Share, as applicable, to be paid in consideration therefor, in accordance with Section 3.02(b) without interest.

Conversion of Company Shares. Subject to Section 3.01(b2.01(b) and Section 3.052.02(i), each Company Share issued and outstanding immediately prior to the Effective Time, other than any Company Share that is subject to any Company Award, shall be converted automatically be canceled and converted into and shall thereafter represent the right to receive an amount in cash equal to $42.753.00, without interest (the “Merger Consideration”). Subject to Section 3.05, as As of the Effective Time, all such Company Shares shall no longer be issued and outstanding and shall automatically be canceled and shall cease to exist, and each registered holder of a certificate that immediately prior to the Effective Time evidenced any Company Shares (each, a “Registered Shareholder”) (whether holding a certificate representing Company Shares (a “Certificate”) or uncertificated holding Company Shares that are not represented by book-entry immediately prior to the Effective Time certificates (each, a “Book-Entry ShareShares”)) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pertaining to the Company Shares represented by such Certificate or Book-Entry Share, as applicablethe case may be, the Merger Consideration to be paid in consideration thereforaccordance with Section 2.02(b), and the right to receive dividends and other distributions in accordance with Section 3.02(b) 2.02(c), in each case without interest.

Conversion of Company Shares. Subject to Section 3.01(bsubsection (d) and Section 3.05below, each Company Share issued and outstanding immediately prior to the Effective Time, Time (other than any Company Share that is subject shares to any Company Award, shall automatically be canceled and in accordance with Section 2.1(b)) shall be converted into and shall thereafter represent the right to receive an amount thirty-six dollars and fifteen cents ($36.15) in cash equal to $42.75cash, without interest (the “Merger Consideration”). Subject to Section 3.05, as As of the Effective Time, all such Company Shares shall no longer be issued and outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that (a “Certificate”), or un-certificated book-entry shares (“Book-Entry Shares”), which immediately prior to the Effective Time evidenced represented any such Company Shares (each, a “Certificate”) or uncertificated Company Shares represented by book-entry immediately prior to the Effective Time (each, a “Book-Entry Share”) shall thereafter cease to have any rights with respect thereto, except the right to receive the Merger Consideration pertaining to the Company Shares represented by be paid in consideration therefor upon surrender of such Certificate or Book-Entry Share, as applicable, to be paid in consideration therefor, Shares in accordance with Section 3.02(b) 2.3(b), without interest. The right of any holder of any Company Shares to receive the Merger Consideration shall be subject to and reduced by the amount of any withholding taxes that are required under applicable Law.