Common use of Conversion of Seller Common Stock Clause in Contracts

Conversion of Seller Common Stock. (i) Subject to Section 3.2, each share of Seller Common Stock (other than (x) shares to be cancelled in accordance with Section 3.1(b), (y) shares owned by any direct or indirect wholly owned Subsidiary of the Seller or of Parent (other than Purchaser), which shares shall remain outstanding except that the number of such shares owned by such Subsidiaries shall be adjusted in the Merger to maintain relative ownership percentages, and (z) Dissenting Shares of Seller Common Stock (as defined in Section 3.3(a)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive an amount in cash, without interest, equal to the Offer Price per share (the ‘‘Merger Consideration’’). As of the Effective Time, all such shares of Seller Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such certificate in accordance with Section 3.2, without interest. (ii) Notwithstanding the foregoing, each share of Seller Common Stock that is a restricted share (a ‘‘Seller Restricted Share’’) immediately prior to the Effective Time shall, instead of being cancelled and converted into the right to receive the Merger Consideration, become that number of Parent Ordinary Shares (which shall be subject to the same restrictions as were applicable to the restricted shares of Seller Common Stock from which they were converted) as is equal to the quotient obtained by dividing (1) the product of the Merger Consideration and the Euro Exchange Rate by (2) the closing price of a Parent Ordinary Share on the Euronext Paris on the date of the Effective Time; provided that, with respect to any one holder of Seller Restricted Shares, any fractional shares resulting from such division will be cashed out for an amount of U.S. dollars in cash equal to such fraction multiplied by the product of the closing price of a Parent Ordinary Share on the Euronext Paris on the date of the Effective Time and the Dollar Exchange Rate. ‘‘Euro Exchange Rate’’ equals the Noon Buying Rate for Euros as announced by the Federal Reserve Bank of New York for the date on which the Effective Time occurs, which for the avoidance of doubt shall be computed as Euros per one U.S. dollar. ‘‘Dollar Exchange Rate’’ shall be the Euro Exchange Rate computed as U.S. Dollars per one Euro. Prior to the Effective Time, Seller shall take or cause to be taken all corporate actions necessary to effectuate the treatment of Seller Restricted Shares contemplated by this Section 3.1(c). The Parent shall take all corporate action necessary to ensure that the Parent Ordinary Shares delivered in exchange for the Seller Restricted Shares will be duly authorized, validly issued, fully paid and nonassessable. Prior to the Effective Time, the Parent shall file a registration statement on Form S-8 (or any successor form) with respect to the Parent Ordinary Shares issuable in exchange for the Seller Restricted Shares; provided that, if a Form S-8 is not available the Parent shall cause a Registration Statement on such other form as is available to be filed and become effective covering the issuance of such Seller Restricted Shares.

Conversion of Seller Common Stock. (i) Subject to Section 3.2At the Effective Time, each share by virtue of Seller Common Stock (other than (x) shares to be cancelled in accordance with Section 3.1(b)the Merger and without any action on the part of the Merger Sub, (y) shares owned by any direct or indirect wholly owned Subsidiary of the Seller or the holder of Parent (other than Purchaser), which any of the shares shall remain outstanding except that of the number of such shares owned by such Subsidiaries shall be adjusted in the Merger to maintain relative ownership percentages, and (z) Dissenting Shares of Seller Common Stock (as defined in Section 3.3(a)below): (a) Each share of the common stock, par value $0.50 per share, of the Seller ("Seller Common Stock") issued and outstanding immediately prior to the Effective Time (collectively, "Shares") (other than Shares held (x) in the Seller's treasury or (y) directly or indirectly by the Buyer or the Seller or any of their respective subsidiaries (except for Trust Account Shares and DPC shares, as each such term is defined below) shall become and be converted automatically converted into the right to receive in cash from the Buyer an amount in cash, without interest, equal to the Offer Price per share $35.00 (the ‘‘"Merger Consideration’’"). As . (b) All of the Effective Time, all such shares of Seller Common Stock Shares converted into the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to existexist as of the Effective Time, and each holder of certificate (each, a certificate "Certificate") previously representing any such shares of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such certificate in accordance with Section 3.2, without interest. (ii) Notwithstanding the foregoing, each share of Seller Common Stock that is a restricted share (a ‘‘Seller Restricted Share’’) immediately prior to the Effective Time shall, instead of being cancelled and converted into thereafter represent the right to receive the Merger Consideration, become that number of Parent Ordinary Shares (which shall be subject to the same restrictions as were applicable to the restricted . Certificates previously representing shares of Seller Common Stock from which they were converted) as is equal to the quotient obtained by dividing (1) the product of shall be exchanged for the Merger Consideration and upon the Euro Exchange Rate by surrender of such Certificates in accordance with Section 2.2 hereof, without any interest thereon. (2c) the closing price of a Parent Ordinary Share on the Euronext Paris on the date of the Effective Time; provided that, with respect to any one holder of Seller Restricted Shares, any fractional shares resulting from such division will be cashed out for an amount of U.S. dollars in cash equal to such fraction multiplied by the product of the closing price of a Parent Ordinary Share on the Euronext Paris on the date of the Effective Time and the Dollar Exchange Rate. ‘‘Euro Exchange Rate’’ equals the Noon Buying Rate for Euros as announced by the Federal Reserve Bank of New York for the date on which the Effective Time occurs, which for the avoidance of doubt shall be computed as Euros per one U.S. dollar. ‘‘Dollar Exchange Rate’’ shall be the Euro Exchange Rate computed as U.S. Dollars per one Euro. Prior to At the Effective Time, all Shares that are owned by the Seller as treasury stock and all Shares that are owned directly or indirectly by the Buyer or the Seller or any of their respective subsidiaries (other than Shares held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity that are beneficially owned by third parties, including Shares held in the Deferred Investment Plan for Outside Directors dated as of November 28, 1990, as amended or restated from time to time (the "Deferred Investment Plan") and the ESOP (any such Shares, whether held directly or indirectly by the Buyer or the Seller, as the case may be, being referred to herein as "Trust Account Shares") and other than any Shares held by the Buyer or the Seller or any of their respective subsidiaries in respect of a debt previously contracted (any such Shares which are similarly held, whether held directly or indirectly by the Buyer or the Seller or any of their respective subsidiaries, being referred to herein as "DPC Shares")) shall take or cause be canceled and shall cease to exist and no consideration shall be taken all corporate actions necessary to effectuate the treatment of Seller Restricted Shares contemplated by this Section 3.1(c). The Parent shall take all corporate action necessary to ensure that the Parent Ordinary Shares delivered in exchange for therefor. (d) Notwithstanding anything in this Agreement to the Seller Restricted contrary, Shares will be duly authorized, validly issued, fully paid and nonassessable. Prior which are outstanding immediately prior to the Effective Time, the Parent holders of which shall file have delivered to the Seller a registration statement on Form S-8 written demand for appraisal of such Shares in the manner provided in the applicable provisions of the MBCL ("Dissenting Shares"), shall not be converted into the right to receive, or be exchangeable for, the Merger Consideration otherwise payable in exchange for such Dissenting Shares pursuant to this Section 1.4 but, instead, the holders thereof shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of the MBCL; provided, however, that (i) if any successor formholder of Dissenting Shares shall subsequently deliver a written withdrawal of his demand for appraisal of such Dissenting Shares or (ii) if any holder fails to establish his entitlement to appraisal rights as provided in Sections 86 through 98 of the MBCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such Dissenting Shares and each of such shares shall thereupon be deemed to have been converted into the right to receive, and to have become exchangeable for, as of the Effective Time, the Merger Consideration otherwise payable in exchange for such Dissenting Shares pursuant to this Section 1.4, without any interest thereon. (e) The Seller shall give the Buyer (i) prompt notice of any objections filed pursuant to Sections 86 through 98 of the MBCL received by the Seller, withdrawals of such objections, and any other instruments served in connection with such objections pursuant to the MBCL and received by the Seller, and (ii) the opportunity to participate in all negotiations and proceedings with respect to objections under the Parent Ordinary Shares issuable in exchange for MBCL consistent with the obligations of the Seller Restricted Shares; provided thatthereunder. The Seller shall not, if except with the prior written consent of the Buyer, (x) make any payment with respect to, or to any person making, any such objection, (y) offer to settle or settle any such objections or (z) waive any failure to timely deliver a Form S-8 is not available written objection in accordance with the Parent shall cause a Registration Statement on such other form as is available to be filed and become effective covering the issuance of such Seller Restricted SharesMBCL.

Conversion of Seller Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Seller, Buyer, Buyer Bank or the holder of any of the following securities: (ia) Each share of voting common stock, no par value per share, of Buyer (the “Buyer Common Stock”) and Buyer Non-Voting Common Stock (as hereinafter defined) issued and outstanding immediately before the Effective Time shall remain issued and outstanding and shall not be affected by the Merger. (b) All shares of common stock, par value $2.50 per share, of Seller issued and outstanding immediately before the Effective Time (the “Seller Common Stock”) that are owned, directly or indirectly, by Seller or Buyer (other than shares of Seller Common Stock held in trust accounts (including grantor or rabbi trust accounts)), managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties (any such shares, “Trust Account Common Shares”)) shall no longer be outstanding, shall automatically be cancelled and shall cease to exist and no stock of Buyer and no other consideration shall be delivered in exchange therefore. (c) Subject to the allocation provisions of Section 3.21.4(e), each share of Seller Common Stock (excluding shares held by Buyer or Seller or any of their respective Subsidiaries, in each case other than (xin a fiduciary capacity or as a result of debts previously contracted) shares issued and outstanding at the Effective Time shall cease to be cancelled in accordance with Section 3.1(b), (y) shares owned by any direct or indirect wholly owned Subsidiary of the Seller or of Parent (other than Purchaser), which shares shall remain outstanding except that the number of such shares owned by such Subsidiaries and shall be adjusted in converted into and exchanged for the Merger right to maintain relative ownership percentages, and receive the following: (zi) Dissenting Shares Each share of Seller Common Stock (as defined in Section 3.3(a)) issued and outstanding immediately prior to the Effective Time shall be automatically converted converted, at the election of such shareholder, into the right to receive an either: (A) cash in the amount in cash, without interest, equal to the Offer Price of $7.25 per share (“Per Share Cash Consideration”); or (B) 0.98 shares of Buyer Common Stock per share (“Per Share Stock Consideration”) (such Per Share Cash Consideration or Per Share Stock Consideration referred to as the ‘‘“Merger Consideration’’”). As . (d) Subject to the allocation provisions of the Effective TimeSection 1.4(e) below, all such shares each shareholder of Seller Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Seller Common Stock shall cease to have any rights with respect thereto, except the right may elect to receive the Merger Per Share Stock Consideration upon surrender of or the Per Share Cash Consideration for each such certificate in accordance with Section 3.2, without interest. (ii) Notwithstanding the foregoing, each share of Seller Common Stock Stock; provided, however, that is a restricted share (a ‘‘Seller Restricted Share’’) immediately prior to the Effective Time shall, instead of being cancelled and converted into the right to receive the Merger Consideration, become that aggregate number of Parent Ordinary Shares (which shall be subject to the same restrictions as were applicable to the restricted shares of Seller Buyer Common Stock from which they were converted) as is equal to the quotient obtained by dividing (1) the product of the Merger Consideration and the Euro Exchange Rate by (2) the closing price of a Parent Ordinary Share on the Euronext Paris on the date of the Effective Time; provided that, with respect to any one holder of Seller Restricted Shares, any fractional shares resulting from such division will be cashed out for an amount of U.S. dollars in cash equal to such fraction multiplied by the product of the closing price of a Parent Ordinary Share on the Euronext Paris on the date of the Effective Time and the Dollar Exchange Rate. ‘‘Euro Exchange Rate’’ equals the Noon Buying Rate for Euros as announced by the Federal Reserve Bank of New York for the date on which the Effective Time occurs, which for the avoidance of doubt Per Share Stock Consideration shall be computed paid as Euros per one U.S. dollar. ‘‘Dollar Exchange Rate’’ the merger consideration shall be the Euro Exchange Rate computed as U.S. Dollars per one Euro. Prior to the Effective Time, Seller shall take or cause to be taken all corporate actions necessary to effectuate the treatment of Seller Restricted Shares contemplated by this Section 3.1(c). The Parent shall take all corporate action necessary to ensure that the Parent Ordinary Shares delivered in exchange for the Seller Restricted Shares will be duly authorized, validly issued, fully paid 3,276,266 shares Buyer Common Stock. (e) Election and nonassessable. Prior to the Effective Time, the Parent shall file a registration statement on Form S-8 (or any successor form) with respect to the Parent Ordinary Shares issuable in exchange for the Seller Restricted Shares; provided that, if a Form S-8 is not available the Parent shall cause a Registration Statement on such other form as is available to be filed and become effective covering the issuance of such Seller Restricted SharesAllocation Procedures.

Conversion of Seller Common Stock. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Seller, Buyer or the holder of any of the following securities: (ia) Subject to Section 3.2Sections 2.2 and 2.3(e), each share of the common stock, no par value per share, of Seller (the “Seller Common Stock (other than (x) shares to be cancelled in accordance with Section 3.1(b), (y) shares owned by any direct or indirect wholly owned Subsidiary of the Seller or of Parent (other than Purchaser), which shares shall remain outstanding except that the number of such shares owned by such Subsidiaries shall be adjusted in the Merger to maintain relative ownership percentages, and (z) Dissenting Shares of Seller Common Stock (as defined in Section 3.3(a)Stock”) issued and outstanding immediately prior to the Effective Time Time, except for shares to be canceled pursuant to Section 1.4(c) below and Dissenting Shares, shall be converted automatically into the right to receive the following consideration, in each case without interest: (i) cash in the amount of $77.50 less any applicable withholding Taxes (individually, the “Per Share Cash Consideration” and collectively in the aggregate, the “Cash Consideration”); and (ii) 32.87 shares (or fraction thereof) (the “Exchange Ratio”) of validly issued, fully paid and nonassessable shares of the common stock, $5.00 par value per share, of Buyer (the “Buyer Common Stock”), rounded to the nearest four decimals (the “Stock Consideration,” and together with the Cash Consideration, the “Merger Consideration”). (b) All of the shares of Seller Common Stock converted into the right to receive an amount in cash, without interest, equal the Merger Consideration pursuant to the Offer Price per share (the ‘‘Merger Consideration’’). As of the Effective Time, all such shares of Seller Common Stock this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to existexist as of the Effective Time, and each holder of a certificate previously representing any such shares of Seller Common Stock (each, a “Certificate”) registered to a holder of Seller Common Stock shall cease to have any rights with respect thereto, except thereafter represent only the right to receive receive, in consideration therefor upon the Merger Consideration upon surrender of such certificate Certificates in accordance with Section 3.22.3, without interest. (ii) Notwithstanding the foregoing, each share of Seller Common Stock that is a restricted share (a ‘‘Seller Restricted Share’’) immediately prior to the Effective Time shall, instead of being cancelled and converted into the right to receive the Merger ConsiderationConsideration in the combination of cash and whole shares of Buyer Common Stock, become that number together with any cash in lieu of Parent Ordinary Shares (fractional shares pursuant to Section 2.3(e), into which shall be subject to the same restrictions as were applicable to the restricted shares of Seller Common Stock from represented by such Certificate have been converted pursuant to this Section 1.4 and Section 2.3(e) and any dividends or distributions with respect thereto which they were converted) as is equal the holder has the right to receive pursuant to Section 2.3(b). Notwithstanding anything in this Agreement to the quotient obtained by dividing (1) the product of the Merger Consideration and the Euro Exchange Rate by (2) the closing price of a Parent Ordinary Share on the Euronext Paris on contrary, if, between the date of the Effective Time; provided that, with respect to any one holder of Seller Restricted Shares, any fractional shares resulting from such division will be cashed out for an amount of U.S. dollars in cash equal to such fraction multiplied by the product of the closing price of a Parent Ordinary Share on the Euronext Paris on the date of the Effective Time this Agreement and the Dollar Exchange Rate. ‘‘Euro Exchange Rate’’ equals the Noon Buying Rate for Euros as announced by the Federal Reserve Bank of New York for the date on which the Effective Time occurs, which for the avoidance of doubt shall be computed as Euros per one U.S. dollar. ‘‘Dollar Exchange Rate’’ shall be the Euro Exchange Rate computed as U.S. Dollars per one Euro. Prior to the Effective Time, Seller shall take or cause to be taken all corporate actions necessary to effectuate the treatment of Seller Restricted Shares contemplated by this Section 3.1(c). The Parent shall take all corporate action necessary to ensure that the Parent Ordinary Shares delivered in exchange for the Seller Restricted Shares will be duly authorized, validly issued, fully paid and nonassessable. Prior to the Effective Time, the Parent outstanding shares of Buyer Common Stock or Seller Common Stock shall file have been increased, decreased, or changed into or exchanged for a registration statement on Form S-8 different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization with a record date during such period, an equitable and proportionate adjustment, if necessary and without duplication, shall be made to the Exchange Ratio per share and Merger Consideration payable pursuant to this Agreement and any amounts payable to the holders of Seller Equity Awards pursuant to this Agreement. (c) At the Effective Time, all shares of Seller Capital Stock that are owned by Seller or Buyer or any successor formSubsidiary of Buyer or Seller (other than shares of Seller Common Stock held (i) with respect in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties or (ii) as a result of debts previously contracted) shall be cancelled and shall cease to exist, and neither the Parent Ordinary Shares issuable Merger Consideration nor any other consideration shall be delivered in exchange for the Seller Restricted Shares; provided that, if a Form S-8 is not available the Parent shall cause a Registration Statement on such other form as is available to be filed and become effective covering the issuance of such Seller Restricted Sharestherefor.

Conversion of Seller Common Stock. (i) Subject to Section 3.2At the Effective Time, each share by virtue --------------------------------- of Seller Common Stock (other than (x) the Merger and without any action on the part of the Merger Sub, the Seller, or the holder of any of the shares to be cancelled in accordance with Section 3.1(b), (y) shares owned by any direct or indirect wholly owned Subsidiary of the Seller or Common Stock: (a) Each share of Parent the common stock, par value $0.10 per share, of the Seller (other than Purchaser), which shares shall remain outstanding except that the number of such shares owned by such Subsidiaries shall be adjusted in the Merger to maintain relative ownership percentages, and (z) Dissenting Shares of "Seller Common Stock (as defined in Section 3.3(a)Stock") issued and outstanding immediately prior ------------------- to the Effective Time (collectively, "Shares") (other than Shares held (i) in ------ the Seller's treasury or (ii) directly or indirectly by the Buyer or the Seller or any of their respective subsidiaries (except for Trust Account Shares or DPC Shares)) shall become and be converted automatically converted into the right to receive in cash from the Buyer an amount in cash, without interest, equal to the Offer Price per share $26.00 (the ‘‘"Merger Consideration’’"). As -------------------- (b) All of the Effective Time, all such shares of Seller Common Stock Shares converted into the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to existexist as of the Effective Time, and each holder of certificate (each, a certificate "Certificate") previously representing any such shares of Seller Common Stock Shares ----------- shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such certificate in accordance with Section 3.2, without interest. (ii) Notwithstanding the foregoing, each share of Seller Common Stock that is a restricted share (a ‘‘Seller Restricted Share’’) immediately prior to the Effective Time shall, instead of being cancelled and converted into thereafter represent only the right to receive the Merger Consideration, become that number of Parent Ordinary . Certificates previously representing Shares (which shall be subject to the same restrictions as were applicable to the restricted shares of Seller Common Stock from which they were converted) as is equal to the quotient obtained by dividing (1) the product of exchanged for the Merger Consideration and upon the Euro Exchange Rate by surrender of such Certificates in accordance with Section 2.2 hereof, without any interest thereon. (2c) the closing price of a Parent Ordinary Share on the Euronext Paris on the date of At the Effective Time; provided that, with respect to any one holder of all Shares that are owned by the Seller as treasury stock, all Shares that are held in trust under the Seller Restricted Shares, any fractional shares resulting from such division will be cashed out for Stock Plan that have not been allocated to an amount of U.S. dollars in cash equal to such fraction multiplied by the product of the closing price of a Parent Ordinary Share on the Euronext Paris on the date of the Effective Time and the Dollar Exchange Rate. ‘‘Euro Exchange Rate’’ equals the Noon Buying Rate for Euros as announced by the Federal Reserve Bank of New York for the date on which the Effective Time occurs, which for the avoidance of doubt shall be computed as Euros per one U.S. dollar. ‘‘Dollar Exchange Rate’’ shall be the Euro Exchange Rate computed as U.S. Dollars per one Euro. Prior individual participant prior to the Effective Time, and all Shares that are owned directly or indirectly by the Buyer or the Seller or any of their respective subsidiaries (other than Shares held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity that are beneficially owned by third parties (any such Shares, whether held directly or indirectly by the Buyer or the Seller, as the case may be, being referred to herein as "Trust Account Shares") and other than any Shares held by the Buyer or -------------------- the Seller or any of their respective subsidiaries in respect of a debt previously contracted (any such Shares which are similarly held, whether held directly or indirectly by the Buyer or the Seller or any of their respective subsidiaries, being referred to herein as "DPC Shares")) shall take or cause be canceled and ---------- shall cease to exist and no consideration shall be taken all corporate actions necessary to effectuate the treatment of Seller Restricted Shares contemplated by this Section 3.1(c). The Parent shall take all corporate action necessary to ensure that the Parent Ordinary Shares delivered in exchange for the Seller Restricted Shares will be duly authorized, validly issued, fully paid and nonassessable. Prior to the Effective Time, the Parent shall file a registration statement on Form S-8 (or any successor form) with respect to the Parent Ordinary Shares issuable in exchange for the Seller Restricted Shares; provided that, if a Form S-8 is not available the Parent shall cause a Registration Statement on such other form as is available to be filed and become effective covering the issuance of such Seller Restricted Sharestherefor.