Common use of Conversion of SpinCo Common Stock Clause in Contracts

Conversion of SpinCo Common Stock. At the Merger Effective Time, by virtue of the Merger and without any action on the part of RMT Parent, Merger Sub, SpinCo or the holders of the SpinCo Common Stock, each share of SpinCo Common Stock (all shares of SpinCo Common Stock being collectively, the “SpinCo Shares”) issued and outstanding immediately prior to the Merger Effective Time shall be converted automatically into the right to receive one fully paid and non-assessable share of RMT Parent Common Stock, subject to adjustment in accordance with Section 3.01(f) (the “Merger Consideration” and, the 40,191,482 aggregate shares of RMT Parent Common Stock issuable in the Merger, the “Aggregate Merger Consideration”), and each holder of certificates or book-entry shares that immediately prior to the Merger Effective Time represented such SpinCo Shares shall thereafter cease to have any rights with respect thereto, except (i) the right to receive the Merger Consideration, any dividends or other distributions pursuant to Section 3.01(c) and cash in lieu of any fractional shares payable pursuant to Section 3.01(e), in each case to be issued or paid, without interest, in consideration therefor and (ii) as provided by Applicable Law.

Conversion of SpinCo Common Stock. At the Merger Effective Time, by virtue of the Merger and without any action on the part of RMT Parent, Merger Sub, SpinCo or the holders of the SpinCo Common StockParties, each share of SpinCo Common Stock (all shares of SpinCo Common Stock being collectively, the “SpinCo "Shares”") issued and outstanding immediately prior to the Merger Effective Time shall be converted automatically into the right to receive one fully paid and non-assessable share of RMT Parent Buyer Common Stock, subject to adjustment in accordance with Section 3.01(f) (the “"Merger Consideration” " and, the 40,191,482 aggregate number of such shares of RMT Parent Buyer Common Stock issuable in the MergerMerger prior to any adjustment, the “"Aggregate Merger Consideration”"), and each holder of certificates or book-entry shares that which immediately prior to the Merger Effective Time represented such SpinCo Shares shall thereafter cease to have any rights with respect thereto, thereto except (i) the right to receive the Merger Consideration, any dividends or other distributions pursuant to Section 3.01(c) and cash in lieu of any fractional shares payable pursuant to Section 3.01(e), in each case to be issued or paid, without interest, in consideration therefor and (ii) as provided by Applicable Lawthereof.

Conversion of SpinCo Common Stock. At the Merger Effective Time, by virtue of the Merger and without any action on the part of RMT Parent, Merger Sub, SpinCo or the holders of the SpinCo Common Stock, each share of SpinCo Common Stock (all shares of SpinCo Common Stock being collectively, the “SpinCo Shares”) issued and outstanding immediately prior to the Merger Effective Time shall be converted automatically into the right to receive one (1) fully paid and non-assessable share of RMT Parent Common Stock, subject to adjustment in accordance with Section Sections 2.04(e) and 3.01(f) (the “Merger Consideration” and, the 40,191,482 aggregate number of such shares of RMT Parent Common Stock issuable in the MergerMerger prior to any adjustment, the “Aggregate Merger Consideration”), and each holder of certificates or book-entry shares that which immediately prior to the Merger Effective Time represented such SpinCo Shares shall thereafter cease to have any rights with respect thereto, thereto except (i) the right to receive the Merger Consideration, any dividends or other distributions pursuant to Section 3.01(c) and cash in lieu of any fractional shares payable pursuant to Section 3.01(e), in each case to be issued or paid, without interest, in consideration therefor and (ii) as provided by Applicable Lawtherefor.