Common use of Conversion or Cancellation of Shares Clause in Contracts

Conversion or Cancellation of Shares. The manner of converting or canceling shares of the Company in the Merger shall be as follows: (a) At the Effective Time, each Share of the Common Stock of the Company issued and outstanding immediately prior to the Effective Time (other than Shares owned by Purchaser or any other direct or indirect subsidiary of Purchaser (collectively, the "Purchaser Companies") or Shares that are owned by the Company or any direct or indirect subsidiary of the Company or Shares ("Dissenting Shares") which are held by stockholders ("Dissenting Stockholders") properly exercising appraisal rights pursuant to Art. 5.11 and 5.12 of the TBCA, if applicable (collectively, "Excluded Shares")) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash (the "Merger Consideration") equal to $19.50 or such greater amount which may be paid pursuant to the Offer. At the Effective Time, all Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares (other than Excluded Shares) shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 5.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Art. 5.12

Conversion or Cancellation of Shares. The manner of converting or canceling cancelling shares of the Company and Merger Sub in the Merger shall be as follows: (a) At the Effective Time, each Share of the Common Stock of the Company issued and outstanding immediately prior to the Effective Time (Time, other than Shares owned by Purchaser or any other direct or indirect subsidiary of Purchaser (collectively, the "Purchaser Companies") or Shares that are owned by the Company or any direct or indirect subsidiary of the Company or Excluded Shares ("Dissenting Shares") which are held by stockholders ("Dissenting Stockholders") properly exercising appraisal rights pursuant to Art. 5.11 and 5.12 of the TBCAas defined below), if applicable (collectively, "Excluded Shares")) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash (the "Merger Consideration") equal to $19.50 or the Merger Consideration (as defined in Section 2.2). All such greater amount which may be paid pursuant to the Offer. At the Effective Time, all Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares (other than Excluded Shares) shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares Shares, upon the surrender of such certificate in accordance with Section 5.2 2.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with ArtSection 262 of the DGCL. 5.12"Excluded Shares" means (i) Shares the holder of which (a "Dissenting Stockholder") is entitled to receive payment in accordance with Section 262 of the DGCL ("Dissenters' Shares") and (ii) Shares held directly or indirectly by the Acquiror, other than Shares (a) held in trust, managed, custodial or nominee accounts, (b) held by investment companies for which an affiliate of the Acquiror acts as investment adviser or (c) held in satisfaction of a debt previously contracted.