Common use of Effect of Merger on Capital Stock Clause in Contracts

Effect of Merger on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any equity interests of the Company or Merger Sub, as applicable: (a) each common share, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) common share, par value $0.01 per share, of the Surviving Corporation; (b) subject to Section 2.6: (i) each Common Share that is issued and outstanding immediately prior to the Effective Time (other than Common Shares (A) held by Merger Sub or Parent or (B) held by the Company in treasury or any wholly owned Company Subsidiary (collectively, “Excluded Shares”)) will be converted into the right to receive $32.00 in cash, without interest (the “Merger Consideration”), and, when so converted, will automatically be canceled and will cease to exist, except the right to receive the Merger Consideration, the Special Dividend and any Quarterly Dividend (as defined below) declared for which the record date occurred prior to the Closing but which is not yet paid as of the Closing (to the extent not previously paid), without interest; and (ii) each Excluded Share will automatically be canceled and will cease to exist, except the right to receive the Special Dividend and any Quarterly Dividend declared for which the record date occurred prior to the Closing but which is not yet paid as of the Closing (to the extent not previously paid), without interest.

Effect of Merger on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any equity interests of the Company or Merger Sub, as applicable: (a) each common share, without par value $0.01 per sharevalue, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) common share, without par value $0.01 per sharevalue, of the Surviving Corporation; (b) subject to Section 2.62.06: (i) each Common Share that is issued and outstanding immediately prior to the Effective Time (other than Common Shares (A1) held by Merger Sub or Parent or (B2) held by the Company in treasury or any wholly wholly-owned Company Subsidiary (collectively, the “Excluded Shares”)) will shall be converted into the right to receive $32.00 56.00 in cash, without interest (the “Merger Consideration”), and, when so converted, will shall automatically be canceled and will shall cease to exist, except the right to receive the Merger Consideration, the Special Dividend and any Quarterly Dividend (as defined below) declared for which the record date occurred prior to the Closing but which is not yet paid as of the Closing (to the extent not previously paid), without interest; and; (ii) each Excluded Share will (other than Common Shares held by any wholly-owned Company Subsidiary) immediately prior to the Effective Time shall automatically be canceled and will shall cease to exist; and (iii) each Common Share held by any wholly-owned Company Subsidiary shall remain outstanding. (c) each Preferred Share shall remain outstanding in accordance with its terms, except including Sections 6 and 7 of the right Certificate of Designations, Series B Cumulative Voting Preferred Stock of the Company and shall become preferred stock of the Surviving Corporation, having in respect of such Surviving Corporation insofar as possible (and without prejudice to receive the Special Dividend holders of each Preferred Share) the same powers, preferences and any Quarterly Dividend declared for which relative, participating, optional or other special rights, and the record date occurred qualifications, limitations or restrictions thereon, that the Series B Preferred Shares had immediately prior to the Closing but which is not yet paid as of the Closing (to the extent not previously paid), without interestsuch transaction.