Common use of Conversion of Shares of Capital Stock Clause in Contracts

Conversion of Shares of Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any holder of any Shares or any shares of capital stock of Merger Sub or Parent: (a) except as otherwise provided in Section 2.2(b) or Section 2.2(d), each share of Company Common Stock outstanding immediately prior to the Effective Time which is the subject of, and not irrevocably accepted for purchase in the Offer, other than Dissenting Shares (if any), shall be converted into the right to receive the Offer Price in cash, without interest (such amount, as may be adjusted in accordance with Section 2.7, the “Merger Consideration”), and each holder of any such share of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.3; (b) each share of Company Common Stock held by the Company as a treasury share, and share of Company Common Stock owned by a wholly-owned Company Subsidiary or by Parent or its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) any Shares irrevocably accepted for purchase in the Offer shall be cancelled and shall cease to exist, and no Merger Consideration shall be delivered in exchange therefor; and (d) each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the Shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares of Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, the Company, Merger SubSubsidiary or the holders of any securities of Parent, the Company Company, Merger Subsidiary or any holder of any Shares or any shares of capital stock of Merger Sub or Parentother Person: (a) except as otherwise provided in Section 2.2(b) or Section 2.2(d), each share of Company Common Stock outstanding immediately prior to the Effective Time which is the subject of, and not irrevocably accepted for purchase in the Offer, (other than shares canceled pursuant to Section 1.2(b) and Dissenting Shares (Shares, if any), ) shall be converted into the right to receive the Offer Price $0.35 in cash, without interest (such amount, as may be adjusted in accordance with Section 2.7, the “Merger Consideration”), and each holder of any upon conversion thereof, all such share shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Certificates or Uncertificated Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.3the terms and subject to the conditions set forth herein. For the avoidance of doubt, no Rollover Shares shall be converted into the right to receive the Merger Consideration; (b) each share of Company Common Stock, Series A Preferred Stock and Series B Preferred Stock held by the Company as a treasury share, and share of Company Common Stock stock or owned by a Parent (including the Rollover Shares), Merger Subsidiary or any wholly-owned Subsidiary of the Company Subsidiary or by Parent or its Subsidiaries (other than Merger Subsidiary) immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) any Shares irrevocably accepted for purchase in the Offer shall be cancelled automatically canceled and shall cease to exist, and no Merger Consideration consideration or payment shall be delivered in exchange therefor; and (dc) each share of common stock of Merger Sub Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation with the same rights, powers and privileges as the Shares shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares of Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubSubsidiary, the Company or any holder of any Shares shares of Company Common Stock, any holder of any shares of Convertible Preferred Stock or any shares of capital stock of Merger Sub Subsidiary or Parent: (a) except as otherwise provided in Section 2.2(b1.2(b), Section 1.2(c) or Section 2.2(d)1.4, each share of Company Common Stock outstanding immediately prior to the Effective Time which is the subject of, shall be cancelled and not irrevocably accepted for purchase in the Offer, other than Dissenting Shares (if any), cease to exist and shall be converted into the right to receive the Offer Price $9.50 in cash, without interest (such amount, as may be adjusted in accordance with Section 2.71.10, the “Common Stock Merger Consideration”), and each holder of any such share of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.31.3; (b) each share of Company Common Stock held by the Company as a treasury sharestock, and share of Company Common Stock owned by a wholly-owned Company Subsidiary or by Parent or its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) any Shares irrevocably accepted for purchase in the Offer shall be cancelled and shall cease to exist, and no Merger Consideration shall be delivered in exchange therefor; and (d) each share of common stock of Merger Sub Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation with the same rights, powers and privileges as the Shares shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (d) each share of Convertible Preferred Stock outstanding immediately prior to the Effective Time shall be cancelled and cease to exist and shall be converted into the right to receive an amount of cash, without interest, equal to the Convertible Preferred Liquidation Amount (the “Preferred Stock Merger Consideration” and, collectively with the Common Stock Merger Consideration, the Company Option Merger Consideration, the Company Stock Appreciation Right Consideration and Company Equity Appreciation Right Consideration, the “Merger Consideration”).

Conversion of Shares of Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any holder of any Shares shares of Company Common Stock or any shares of capital stock of Merger Sub or Parent: (a) except as otherwise provided in Section 2.2(b), Section 2.2(c) or Section 2.2(d)2.4, each share of Company Common Stock outstanding immediately prior to the Effective Time which is the subject of, shall be cancelled and not irrevocably accepted for purchase in the Offer, other than Dissenting Shares (if any), cease to exist and shall be converted into the right to receive the Offer Price in cash, without interest (such amount, as may be adjusted in accordance with Section 2.72.8, the “Common Stock Merger Consideration”), and each holder of any such share of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Common Stock Merger Consideration in accordance with Section 2.3; (b) each share of Company Common Stock held by the Company as a treasury share, and share of Company Common Stock owned by a wholly-owned Company Subsidiary or by Parent or its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) any Shares irrevocably accepted for purchase in the Offer shall be cancelled and shall cease to exist, and no Merger Consideration shall be delivered in exchange therefor; and (dc) each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation with the same rights, powers and privileges as the Shares shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.