Common use of Conversion of Company Shares Clause in Contracts

Conversion of Company Shares. (i) At and as of the Effective Time, each outstanding share of Company Common Stock (other than Dissenting Shares and shares of Company Common Stock held by Buyer, Holdings, the Company or Merger Sub, or any direct or indirect wholly owned Subsidiary of Buyer, Holdings, the Company or Merger Sub) shall be converted into the right to receive an amount (the “Merger Consideration”) equal to $27.85 in cash (without interest), upon surrender of the certificate representing such outstanding share of Company Common Stock (the “Company Stock Certificate”) in the manner set forth in Section 2.5, and as of the Effective Time, each outstanding share of Company Common Stock shall no longer be issued and outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Company Stock Certificate shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration (or, if applicable, to be treated as a Dissenting Share as described in Section 2.4(g)); provided, however, that the Merger Consideration shall be subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or other change in the number of Company Common Stock prior to the Effective Time, it being understood that (i) the intent of such equitable adjustment is to provide the holders of Company Common Stock, Company Stock Options and Restricted Stock Units the same economic effect as contemplated by this Agreement prior to any such change and (ii) nothing herein shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. (ii) At and as of the Effective Time, each Dissenting Share shall be treated as described in Section 2.4(g). (iii) At and as of the Effective Time, each share of Company Common Stock held by Buyer, Holdings, the Company or Merger Sub, or any direct or indirect wholly owned Subsidiary of Buyer, Holdings, the Company or Merger Sub shall be cancelled and extinguished without the payment of any consideration therefor.

Conversion of Company Shares. (i) At and as of the Effective Time, (A) each issued and outstanding share of Company Common Stock Share (other than Dissenting any Company Shares and shares of Company Common Stock held owned by Buyer, HoldingsParent, the Company Parent Subsidiary or Merger Sub, or any direct or indirect wholly owned Subsidiary of Buyer, Holdings, the Company or Merger SubCompany) shall be converted into the right to receive an amount 0.445 Parent Shares (the “Merger Consideration”) equal to $27.85 in cash (without interest"PER SHARE MERGER CONSIDERATION"), upon surrender of the certificate representing and all such outstanding share of Company Common Stock (the “Company Stock Certificate”) in the manner set forth in Section 2.5, and as of the Effective Time, each outstanding share of Company Common Stock Shares shall no longer be issued and outstanding and outstanding, shall automatically be cancelled and retired canceled and shall cease to exist, and each holder of a certificate representing any such Company Stock Certificate Shares shall thereafter cease to have any rights with respect theretoto such Company Shares, except the right to receive the Per Share Merger Consideration (orfor each such Company Share and any unpaid dividends and distributions, if applicableany, to be treated as a Dissenting Share as described which the holder of such Company Shares is entitled pursuant to ss.2(e) upon the surrender of such certificate in Section 2.4(gaccordance with ss.2(e) below (collectively, the "MERGER CONSIDERATION")); , provided, however, that the Per Share Merger Consideration shall be subject to equitable proportionate adjustment in the event of any stock split, stock dividend, dividend or reverse stock split split, and (B) each Company Share owned by Parent, Parent Subsidiary or the Company shall be canceled without payment therefor. No Company Share shall be deemed to be outstanding or to have any rights other change than those set forth above in the number of Company Common Stock prior to thisss.2(d)(v) after the Effective Time. Notwithstanding anything to the contrary in thisss.2(d)(v), it being understood that (i) the intent of such equitable adjustment is no fractional Parent Shares shall be issued to provide the then former holders of Company Common StockShares. In lieu thereof, each then former holder of a Company Stock Options and Restricted Stock Units the same economic effect as contemplated Share who would otherwise have been entitled to receive a fraction of a Parent Share (after taking into account all certificates delivered by this Agreement prior such then former holder at any one time) shall receive an amount in cash equal to any such change and (ii) nothing herein shall be construed to permit the Company to take any action with respect to its securities that is prohibited fraction of a Parent Share multiplied by the terms of this Agreement. (ii) At and as Closing Sales Price per Parent Share on the date of the Effective Time, each Dissenting Share shall be treated as described in Section 2.4(g). (iii) At and as of the Effective Time, each share of Company Common Stock held by Buyer, Holdings, the Company or Merger Sub, or any direct or indirect wholly owned Subsidiary of Buyer, Holdings, the Company or Merger Sub shall be cancelled and extinguished without the payment of any consideration therefor.

Conversion of Company Shares. (i) At Subject to Sections 2.02 and as of 2.03, each Company Share issued and outstanding immediately prior to the Effective Time, each outstanding share of Company Common Stock Time (other than Dissenting Shares and shares to be canceled or converted into shares of the Surviving Company Common Stock held by Buyer, Holdings, the Company or Merger Sub, or any direct or indirect wholly owned Subsidiary of Buyer, Holdings, the Company or Merger Subin accordance with Section 2.01(b) and Dissenting Shares) shall be converted automatically into the right to receive an amount (x) in the event that the NRZ Shares (as defined in the Share and Asset Purchase Agreement) have all been sold by the Company prior to the Closing Date (as determined in accordance with Section 1.02), $0.704059 in cash or (y) in the event that all or a portion of the NRZ Shares (as defined in the Share and Asset Purchase Agreement) have not been sold by the Company prior to the Closing Date (as determined in accordance with Section 1.02), $0.704059 in cash plus the Net NRZ Share Consideration in cash, in each case, without interest (the “Merger Consideration”) equal to $27.85 in cash (without interest). All such Company Shares, upon surrender of the certificate representing such outstanding share of Company Common Stock (the “Company Stock Certificate”) in the manner set forth in Section 2.5when so converted, and as of the Effective Time, each outstanding share of Company Common Stock shall no longer be issued and outstanding and shall automatically be cancelled and retired canceled and shall cease to exist, exist and the register of members of the Company will be amended accordingly and each holder of a Company Stock Certificate Share that is in registered form shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration (orConsideration. Notwithstanding the foregoing, if applicablebetween the date of this Agreement and the Effective Time the outstanding Company Shares shall have been changed into a different number of shares or a different class, to be treated as a Dissenting Share as described in Section 2.4(g)); provided, however, that the Merger Consideration shall be subject to equitable adjustment in the event by reason of any stock dividend, subdivision, reclassification, recapitalization, split, stock dividendcombination or exchange of shares, reverse stock split or other change in any similar event shall have occurred, then any number or amount contained herein which is based upon the number of Company Common Stock prior to the Effective Time, it being understood that (i) the intent of such equitable adjustment is Shares will be appropriately adjusted to provide to the holders of Company Common Stock, Company Stock Options and Restricted Stock Units Shares the same economic effect as contemplated by this Agreement prior to such event. As provided in Section 2.02(h), the right of any such change and (ii) nothing herein holder of a Company Share to receive the Merger Consideration shall be construed subject to permit the Company to take any action with respect to its securities that is prohibited and reduced by the terms of this Agreement. (ii) At and as of the Effective Time, each Dissenting Share shall be treated as described in Section 2.4(g). (iii) At and as of the Effective Time, each share of Company Common Stock held by Buyer, Holdings, the Company or Merger Sub, or any direct or indirect wholly owned Subsidiary of Buyer, Holdings, the Company or Merger Sub shall be cancelled and extinguished without the payment amount of any consideration thereforrequired withholding under applicable Tax Law.

Conversion of Company Shares. (iSubject to Section 3.5(c) At hereof with respect to Dissenting Shares, each Company Share issued and as outstanding immediately prior to the Effective Time shall, by virtue of the Effective TimeMerger and without any action on the part of the holders thereof, each outstanding share of Company Common Stock (other than Dissenting Shares cease to be outstanding, be canceled and shares of Company Common Stock held by Buyercease to exist, Holdings, the Company or Merger Sub, or any direct or indirect wholly owned Subsidiary of Buyer, Holdings, the Company or Merger Sub) and shall be converted automatically into the right to receive an amount the following, upon the surrender by the Holder thereof to the Representative and the surrender by the Representative to the Disbursement Agent (in each case, sent in accordance with the instructions set forth in the Letter of Transmittal) of the stock certificate representing such Company Share (each such certificate, a “Certificate” and collectively, the “Certificates”) and a letter of transmittal substantially in the form of Exhibit E (the “Letter of Transmittal”): (i) the Per Share Closing Merger Consideration, (ii) subject to and in accordance with the terms and conditions of the Escrow Agreement, a contingent right to receive the Per Share General Escrow Consideration, if any, (iii) subject to and in accordance with the terms and conditions of the Escrow Agreement, a contingent right to receive the Per Share Working Capital Escrow Consideration, if any, (iv) a contingent right to receive the Per Share True-Up Adjustment, if any, and (v) a contingent right to receive the Per Share Earnout Consideration, if any (collectively the “Per Share Merger Consideration”) equal ). Subject to $27.85 the foregoing in cash (without interest)this Section 3.1, upon surrender of the certificate representing such outstanding share of Company Common Stock (the “Company Stock Certificate”) in the manner set forth in Section 2.5, and as of the Effective Time, each outstanding share of Company Common Stock shall no longer be issued and outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Company Stock Certificate shall thereafter cease to have any rights with respect theretoto such Company Share, except the right to receive the Per Share Merger Consideration (orhereunder. Notwithstanding the foregoing, if applicable, the right to be treated as a Dissenting receive the Per Share as described in Section 2.4(g)); provided, however, that the Merger Consideration shall not be subject to equitable adjustment effective until the Disbursement Agent receives such Certificate and Letter of Transmittal in accordance with Section 3.5 and the event of any stock split, stock dividend, reverse stock split or other change in the number of Company Common Stock prior to the Effective Time, it being understood that (i) the intent of such equitable adjustment is to provide the holders of Company Common Stock, Company Stock Options and Restricted Stock Units the same economic effect as contemplated by this Agreement prior to any such change and (ii) nothing herein shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Disbursement Agent Agreement. (ii) At and as of the Effective Time, each Dissenting Share shall be treated as described in Section 2.4(g). (iii) At and as of the Effective Time, each share of Company Common Stock held by Buyer, Holdings, the Company or Merger Sub, or any direct or indirect wholly owned Subsidiary of Buyer, Holdings, the Company or Merger Sub shall be cancelled and extinguished without the payment of any consideration therefor.

Conversion of Company Shares. (i) At and as of the Effective Time, each outstanding share by virtue of Company Common Stock (other than Dissenting Shares the Merger and shares without any action on the part of Company Common Stock held by Buyer, Holdings, the Company or Merger SubSub or on the part of any other Person: (a) Except as otherwise provided in Section 2.1(b) and Section 2.2, or any direct or indirect wholly owned Subsidiary each share of Buyer, Holdings, Common Stock issued and outstanding immediately prior to the Company or Merger Sub) Effective Time shall be converted automatically into and thereafter represent solely the right to receive an amount the Initial Per Share Merger Consideration and the Subsequent Payments to be made with respect thereto as provided in Section 2.4(f) (all such amounts, taken together, the “Per Share Merger Consideration”) equal to $27.85 in cash (without interest), upon surrender of the certificate representing such outstanding share of Company Common Stock (the “Company Stock Certificate”) in the manner set forth in Section 2.5, . From and as of after the Effective Time, each outstanding share all such shares of Company Common Stock shall no longer be issued and outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Company Stock Certificate certificate formerly representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration Consideration. (or, if applicable, to be treated as a Dissenting Share as described in Section 2.4(g)); provided, however, that the Merger Consideration shall be subject to equitable adjustment b) Each share of Common Stock held in the event treasury of any stock split, stock dividend, reverse stock split or other change in the number Company and each share of Company Common Stock owned by Parent, or by any other direct or indirect wholly owned subsidiary of Parent, immediately prior to the Effective Time, it being understood that (i) the intent of such equitable adjustment is to provide the holders of Company Common Stock, Company Stock Options and Restricted Stock Units the same economic effect as contemplated by this Agreement prior to any such change and (ii) nothing herein shall be construed automatically canceled and retired and shall cease to permit the Company to take any action exist and no payment or other consideration shall be made with respect to its securities that is prohibited by the terms of this Agreementthereto. (iic) At Each share of common stock, par value $0.01 per share, of Merger Sub that is issued and as outstanding immediately prior to the Effective Time shall be converted automatically into and become one share of common stock, par value $0.01 per share, of the Surviving Corporation, so that, at the Effective Time, each Dissenting Share Parent shall be treated as described in Section 2.4(g). (iii) At and as the holder of all of the Effective Time, each share issued and outstanding shares of Company Common Stock held by Buyer, Holdings, the Company or Merger Sub, or any direct or indirect wholly owned Subsidiary of Buyer, Holdings, the Company or Merger Sub shall be cancelled and extinguished without the payment of any consideration thereforSurviving Corporation’s common stock.