Common use of Conversion of the Company Shares Clause in Contracts

Conversion of the Company Shares. At the Effective Time by virtue of the Merger and without any action on the part of any holder of shares of capital stock of the Company or Parent: (a) each issued Company Share owned by the Company or any Subsidiary of the Company immediately prior to the Effective Time (other than shares held for the account of clients, customers or other Persons) or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time (other than shares held for the account of clients, customers or other Persons) shall be canceled, and no payment shall be made with respect thereto; (b) each Company Share outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 3.1(a) or Section 3.6 or as adjusted pursuant to Section 11.1(d)(iii), be converted into the following (collectively, the "MERGER CONSIDERATION"): (i) for each such Company Share with respect to which an election to receive cash has been effectively made and not revoked or deemed converted into the right to receive the Stock Election Price pursuant to Section 3.3(b), or is deemed made pursuant to Section 3.3(d), as the case may be (each, a "CASH ELECTING COMPANY SHARE"), the right to receive an amount equal to $25.00 (the "CASH ELECTION PRICE") in cash without interest (the "CASH ELECTION CONSIDERATION"); and (ii) for each other such Company Share, the right to receive 0.6657 of a share (the "EXCHANGE RATIO") of common stock, par value $1.00 per share ("PARENT STOCK"), of the Parent (the "STOCK ELECTION CONSIDERATION") as may be adjusted pursuant to Section 11.1(d)(iii).

Conversion of the Company Shares. At the Effective Time by virtue of the Merger and without any action on the part of any holder of shares of capital stock of the Company or Parent: (a) each issued Company Share owned by the Company or any Subsidiary of the Company immediately prior to the Effective Time (other than shares held for the account of clients, customers or other Persons) or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time (other than shares held for the account of clients, customers or other Persons) shall be canceled, and no payment shall be made with respect thereto; (b) each Company Share outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 3.1(a3.01(a) or Section 3.6 3.06 or as adjusted pursuant to Section 11.1(d)(iii11.01(d)(iii), be converted into the following (collectively, the "MERGER CONSIDERATION"“Merger Consideration”): (i) for each such Company Share with respect to which an election to receive cash has been effectively made and not revoked or deemed converted into the right to receive the Stock Election Price pursuant to Section 3.3(b3.03(b), or is deemed made pursuant to Section 3.3(d3.03(d), as the case may be (each, a "CASH ELECTING COMPANY SHARE"“Cash Electing Company Share”), the right to receive an amount equal to $25.00 (the "CASH ELECTION PRICE") 23.50 in cash without interest (the "CASH ELECTION CONSIDERATION"“Cash Election Price”); and (ii) for each other such Company Share, the right to receive 0.6657 of a share 0.6033 share(s) (the "EXCHANGE RATIO"“Exchange Ratio”) of common stock, par value $1.00 2.00 per share ("PARENT STOCK"“Parent Stock”), of the Parent (the "STOCK ELECTION CONSIDERATION"“Stock Election Price”) as may be adjusted pursuant to Section 11.1(d)(iii11.01(d)(iii).

Conversion of the Company Shares. At the Effective Time by virtue of the Merger and without any action on the part of any holder of shares of capital stock of the Company or Parent: (a) each issued Company Share owned by the Company or any Subsidiary of the Company immediately prior to the Effective Time (other than shares held for the account of clients, customers or other Persons) or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time (other than shares held for the account of clients, customers or other Persons) shall be canceled, and no payment shall be made with respect thereto; (b) each Company Share outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 3.1(a) or Section 3.6 or as adjusted pursuant to Section 11.1(d)(iii), be converted into the following (collectively, the "MERGER CONSIDERATION"“Merger Consideration”): (i) for each such Company Share with respect to which an election to receive cash has been effectively made and not revoked or deemed converted into the right to receive the Stock Election Price pursuant to Section 3.3(b), or is deemed made pursuant to Section 3.3(d), as the case may be (each, a "CASH ELECTING COMPANY SHARE"“Cash Electing Company Share”), the right to receive an amount equal to $25.00 (the "CASH ELECTION PRICE"“Cash Election Price”) in cash without interest (the "CASH ELECTION CONSIDERATION"“Cash Election Consideration”); and (ii) for each other such Company Share, the right to receive 0.6657 of a share (the "EXCHANGE RATIO"“Exchange Ratio”) of common stock, par value $1.00 per share ("PARENT STOCK"“Parent Stock”), of the Parent (the "STOCK ELECTION CONSIDERATION"“Stock Election Consideration”) as may be adjusted pursuant to Section 11.1(d)(iii).

Conversion of the Company Shares. At the Effective Time by virtue of the Merger and without any action on the part of any holder of shares of capital stock of the Company or Parent: (a) each issued Company Share owned by the Company or any Subsidiary of the Company immediately prior to the Effective Time (other than shares held for the account of clients, customers or other Persons) or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time (other than shares held for the account of clients, customers or other Persons) shall be canceled, and no payment shall be made with respect thereto; (b) each Company Share outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 3.1(a3.01(a) or Section 3.6 3.06 or as adjusted pursuant to Section 11.1(d)(iii11.01(d)(iii), be converted into the following (collectively, the "MERGER CONSIDERATION"): (i) for each such Company Share with respect to which an election to receive cash has been effectively made and not revoked or deemed converted into the right to receive the Stock Election Price pursuant to Section 3.3(b3.03(b), or is deemed made pursuant to Section 3.3(d3.03(d), as the case may be (each, a "CASH ELECTING COMPANY SHARE"), the right to receive an amount equal to $25.00 (the "CASH ELECTION PRICE") 23.50 in cash without interest (the "CASH ELECTION CONSIDERATIONPRICE"); and (ii) for each other such Company Share, the right to receive 0.6657 of a share 0.6033 share(s) (the "EXCHANGE RATIO") of common stock, par value $1.00 2.00 per share ("PARENT STOCK"), of the Parent (the "STOCK ELECTION CONSIDERATIONPRICE") as may be adjusted pursuant to Section 11.1(d)(iii11.01(d)(iii).