Common use of Effect of the Merger on Capital Stock of the Company and Merger Sub Clause in Contracts

Effect of the Merger on Capital Stock of the Company and Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or any holder of any securities of the Company or Merger Sub: (a) All shares of Company Stock that are owned, directly or indirectly, by Parent, the Company (including shares held as treasury stock or otherwise) or Merger Sub immediately prior to the Effective Time shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (b) Each share of Company Stock issued and outstanding immediately prior to the Effective Time, including Company Restricted Stock (other than shares (x) to be canceled in accordance with Section 2.5(a), and (y) subject to the provisions of Section 2.9) shall at the Effective Time be converted into the right to receive (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article II): (i) Each share of Company Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made (or deemed made) and not revoked pursuant to Section 2.6(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $18.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the number of Cash Electing Company Shares and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $1,225,885,248.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded to two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made (or deemed made) and not revoked pursuant to Section 2.6(a) (each, a “Stock Electing Company Share”) shall be converted into 12.7793 validly issued, fully paid and nonassessable shares of Parent Common Stock (such number, the “Exchange Ratio”), subject to adjustment in accordance with Section 2.6; provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded to two decimal places) of such excess divided by the number of Stock Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product (rounded to four decimal places) of (I) the Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Stock pursuant to this Section 2.5(b) and cash in lieu of fractional shares of Parent Common Stock as contemplated by Section 2.9, are referred to collectively as the “Merger Consideration”. (c) As of the Effective Time, all shares of Company Stock converted into the right to receive the Merger Consideration pursuant to this Section 2.5 shall automatically be canceled and shall cease to exist, and each holder of (i) a certificate that immediately prior to the Effective Time represented any such shares of Company Stock (a “Certificate”) or (ii) shares of Company Stock held in book-entry form (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except (subject to Section 2.9) the right to receive the Merger Consideration, without interest, subject to compliance with the procedures set forth in Section 2.10. (d) Each share of capital stock of Merger Sub issued and 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.

Effect of the Merger on Capital Stock of the Company and Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or any holder of any securities of the Company or Merger Sub: (a) All shares of Company Common Stock that are owned, directly or indirectly, by Parent, the Company (including shares held as treasury stock or otherwise) ), any Subsidiary of the Company or Merger Sub immediately prior to the Effective Time shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, including Company Restricted Stock Time (other than shares (xi) to be canceled in accordance with Section 2.5(a), ) and (yii) subject to the provisions of Section 2.92.7) shall at the Effective Time be converted into the right to receive (without interestthe Merger Consideration, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article II): (i) Each share of Company Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made (or deemed made) and not revoked pursuant to Section 2.6(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $18.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the number of Cash Electing Company Shares and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $1,225,885,248.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded to two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made (or deemed made) and not revoked pursuant to Section 2.6(a) (each, a “Stock Electing Company Share”) shall be converted into 12.7793 validly issued, fully paid and nonassessable shares of Parent Common Stock (such number, the “Exchange Ratio”), subject to adjustment in accordance with Section 2.6; provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded to two decimal places) of such excess divided by the number of Stock Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product (rounded to four decimal places) of (I) the Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Stock pursuant to this Section 2.5(b) and cash in lieu of fractional shares of Parent Common Stock as contemplated by Section 2.9, are referred to collectively as the “Merger Consideration”. (c) As of the Effective Time, all shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Section 2.5 shall automatically be canceled and shall cease to exist, and each holder of (i) a certificate that immediately prior to the Effective Time represented any such shares of Company Common Stock (a “Certificate”) or (ii) shares of Company Common Stock held in book-entry form (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except (subject to Section 2.9) the right to receive the Merger Consideration, without interest, subject to compliance with the procedures set forth in Section 2.102.8. (d) Each share of capital stock of Merger Sub issued and 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.

Effect of the Merger on Capital Stock of the Company and Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or any holder of any securities of the Company or Merger Sub: (a) All shares of Company Stock that are owned, directly or indirectly, by Parent, the Company (including shares held as treasury stock or otherwise) or Merger Sub immediately prior to the Effective Time shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (b) Each share of Company Stock issued and outstanding immediately prior to the Effective Time, including Company Restricted Stock Time (other than shares (xi) to be canceled in accordance with Section 2.5(a), and (yii) subject to the provisions of Section 2.92.8) shall at the Effective Time be converted into the right to receive (without interestthe Merger Consideration, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article II): (i) Each share of Company Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made (or deemed made) and not revoked pursuant to Section 2.6(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $18.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the number of Cash Electing Company Shares and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $1,225,885,248.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded to two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made (or deemed made) and not revoked pursuant to Section 2.6(a) (each, a “Stock Electing Company Share”) shall be converted into 12.7793 validly issued, fully paid and nonassessable shares of Parent Common Stock (such number, the “Exchange Ratio”), subject to adjustment in accordance with Section 2.6; provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded to two decimal places) of such excess divided by the number of Stock Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product (rounded to four decimal places) of (I) the Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Stock pursuant to this Section 2.5(b) and cash in lieu of fractional shares of Parent Common Stock as contemplated by Section 2.9, are referred to collectively as the “Merger Consideration”. (c) As of the Effective Time, all shares of Company Stock converted into the right to receive the Merger Consideration pursuant to this Section 2.5 shall automatically be canceled and shall cease to exist, and each holder of (i) a certificate that immediately prior to the Effective Time represented any such shares of Company Stock (a “Certificate”) or (ii) shares of Company Stock held in book-entry form (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except (subject to Section 2.92.8) the right to receive the Merger Consideration, without interest, subject to compliance with the procedures set forth in Section 2.102.9. (d) Each share of capital stock of Merger Sub issued and 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.

Effect of the Merger on Capital Stock of the Company and Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or any holder of any securities of the Company or Merger Sub: (a) All shares of Company Stock that are owned, directly or indirectly, by Parent, any direct or indirect wholly-owned Subsidiary of Parent (including Merger Sub), the Company or any of its wholly-owned Subsidiaries (including shares held as treasury stock or otherwise) or Merger Sub immediately prior to the Effective Time shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (b) Each share of Company Stock issued and outstanding immediately prior to the Effective Time, including Company Restricted Stock Time (other than shares (xi) to be canceled in accordance with Section 2.5(a), and (yii) subject to the provisions of Section 2.92.7) shall at the Effective Time automatically be converted into the right to receive (without interestthe Merger Consideration, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article II): (i) Each share of Company Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made (or deemed made) and not revoked pursuant to Section 2.6(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $18.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the number of Cash Electing Company Shares and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $1,225,885,248.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded to two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made (or deemed made) and not revoked pursuant to Section 2.6(a) (each, a “Stock Electing Company Share”) shall be converted into 12.7793 validly issued, fully paid and nonassessable shares of Parent Common Stock (such number, the “Exchange Ratio”), subject to adjustment in accordance with Section 2.6; provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded to two decimal places) of such excess divided by the number of Stock Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product (rounded to four decimal places) of (I) the Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Stock pursuant to this Section 2.5(b) and cash in lieu of fractional shares of Parent Common Stock as contemplated by Section 2.9, are referred to collectively as the “Merger Consideration”. (c) As of the Effective Time, all shares of Company Stock converted into the right to receive the Merger Consideration pursuant to this Section 2.5 shall automatically be canceled and shall cease to exist, and each holder of (i) a certificate that immediately prior to the Effective Time represented any such shares of Company Stock (a “Certificate”) or (ii) shares of Company Stock held in book-entry form (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except (subject to Section 2.92.7) the right to receive (i) the Merger Consideration, without interest, subject to compliance with the procedures set forth in Section 2.102.8 and (ii) any unpaid dividends declared in accordance with this Agreement in respect of such Company Stock with a record date prior to the Closing Date. (d) Each share of capital stock of Merger Sub issued and 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 and such shares shall constitute the only outstanding shares of common stock of the Surviving Corporation.

Effect of the Merger on Capital Stock of the Company and Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or any holder of any securities of Parent, Merger Sub, the Company or Merger Subtheir respective shareholders or stockholders, as applicable: (a) All shares of Company Stock all Shares that are owned, directly or indirectly, by Parent, Parent or any of its Subsidiaries (including Merger Sub) or the Company (including shares Shares held as treasury stock or otherwise) or Merger Sub any of its wholly owned Subsidiaries, in each case immediately prior to the Effective Time Time, shall be automatically canceled cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor.; (b) Each share of Company Stock each Share issued and outstanding immediately prior to the Effective Time, including Company Restricted Stock Time (other than (i) shares (x) to be canceled cancelled in accordance with Section 2.5(a), 2.03(a) and (yii) Appraisal Shares subject to the provisions of Section 2.92.06) shall at the Effective Time be cancelled and converted into the right to receive (without interestreceive, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the other provisions of this Article II): (i) Each share of Company Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made (or deemed made) and not revoked pursuant to Section 2.6(a) (eachARTICLE 2, a “Cash Electing Company Share”) shall be converted into the right to receive $18.00 3.12 in cash (the “Per Share Cash Election Consideration”); providedcash, however, that if the product of the number of Cash Electing Company Shares and the Per Share Cash Election Consideration without interest (such product being amount for each such Share, the “Cash Election Amount”) exceeds $1,225,885,248.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded to two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash FractionConsideration”) and (B) a number of validly issued, 1.3100 fully paid and non-assessable shares of Parent Common Stock equal to Shares, without interest (the product of (x) the Exchange Ratio “Share Consideration,” and (y) one (1) minus together with the Cash Fraction. (ii) Each share of Company Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made (or deemed made) Consideration and not revoked pursuant to Section 2.6(a) (each, a “Stock Electing Company Share”) shall be converted into 12.7793 validly issued, fully paid and nonassessable shares of Parent Common Stock (such number, the “Exchange Ratio”), subject to adjustment in accordance with Section 2.6; provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded to two decimal places) of such excess divided by the number of Stock Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product (rounded to four decimal places) of (I) the Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Stock pursuant to this Section 2.5(b) and any cash in lieu of a fractional shares of Parent Common Stock Share as contemplated by specified in Section 2.92.05, are referred to collectively as the “Merger Consideration”.); (c) As each holder of the Effective Time, all shares of Company Stock a Share cancelled and converted into the right to receive the Merger Consideration pursuant to this Section 2.5 shall automatically be canceled and shall cease to exist, and each holder of 2.03(b) (i) represented by a certificate that immediately prior to the Effective Time represented any such shares of Company Stock (a “Certificate”) or (ii) shares of Company Stock held in book-entry form (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except (subject A) the amount of Merger Consideration due to such holder pursuant to this Section 2.92.03 and (B) the right to receive the Merger Considerationany other amounts, dividends and distributions as expressly provided herein, without interest, subject to compliance with the procedures set forth in Section 2.10.2.07; and (d) Each each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation. (e) The Surviving Corporation shall issue 100,000 shares of common stock of the Surviving Corporation to Merger Sub Parent or Parent in consideration for the payment of the Merger Consideration.

Effect of the Merger on Capital Stock of the Company and Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or any holder of any securities of the Company or Merger Sub: (a) All shares of Company Stock that are owned, directly or indirectly, by Parent, the Company (including shares held as treasury stock or otherwise) or Merger Sub immediately prior to the Effective Time shall be automatically canceled cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor. (b) Each share of Company Stock issued and outstanding immediately prior to the Effective Time, including Company Restricted Stock Time (other than shares (x) to be canceled cancelled in accordance with Section 2.5(a2.05(a), and (y) subject to the provisions of Section 2.9) shall at the Effective Time be converted into the right to receive 0.215 (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article II): (i) Each share of Company Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made (or deemed made) and not revoked pursuant to Section 2.6(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $18.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the number of Cash Electing Company Shares and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $1,225,885,248.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded to two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made (or deemed made) and not revoked pursuant to Section 2.6(a) (each, a “Stock Electing Company Share”) shall be converted into 12.7793 validly issued, fully paid and nonassessable shares of Parent Common Stock (such number, the “Exchange Ratio”), subject to adjustment in accordance with Section 2.6; provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded to two decimal places) of such excess divided by the number of Stock Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product (rounded to four decimal places) of (I) the Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Stock pursuant to this Section 2.5(b) and cash in lieu of fractional shares of Parent Common Stock as contemplated by Section 2.9, are referred to collectively as the “Merger Consideration”), less any withholding in accordance with Section 2.08(i). (c) As of the Effective Time, all shares of Company Stock converted into the right to receive the Merger Consideration pursuant to this Section 2.5 2.05 shall automatically be canceled cancelled and shall cease to exist, and each holder of (i) a certificate that immediately prior to the Effective Time represented any such shares of Company Stock (a “Certificate”) or (ii) shares of Company Stock held in book-entry form (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except (subject to Section 2.9) the right to receive the Merger Consideration, without interest, subject to compliance with the procedures set forth Consideration and any cash in Section 2.10lieu of fractional shares of Parent Stock. (d) Each share of capital stock of Merger Sub issued and 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.

Effect of the Merger on Capital Stock of the Company and Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or any holder of any securities of the Company or Merger Sub: (a) All shares of Company Stock that are owned, directly or indirectly, (x) by Parent, any direct or indirect wholly-owned Subsidiary of Parent (including Merger Sub) or the Company (including shares held as treasury stock or otherwise) or Merger Sub immediately prior to the Effective Time shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor, and (y) by wholly owned Subsidiaries of the Company immediately prior to the Effective Time shall be converted into shares of the Surviving Corporation such that such Subsidiaries own the same proportion of economic ownership in outstanding capital stock of the Surviving Corporation as such Subsidiaries owned of the Company immediately prior to the Effective Time. (b) Each share of Company Stock issued and outstanding immediately prior to the Effective Time, including Company Restricted Stock Time (other than shares (x) to be canceled in accordance with Section 2.5(a2.5(a)(x) or shares converted in accordance with Section 2.5(a)(y), and (y) subject to the provisions of Section 2.9) shall at the Effective Time automatically be converted into the right to receive (without interestthe Merger Consideration, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article II): (i) Each share of Company Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made (or deemed made) and not revoked pursuant to Section 2.6(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $18.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the number of Cash Electing Company Shares and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $1,225,885,248.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded to two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made (or deemed made) and not revoked pursuant to Section 2.6(a) (each, a “Stock Electing Company Share”) shall be converted into 12.7793 validly issued, fully paid and nonassessable shares of Parent Common Stock (such number, the “Exchange Ratio”), subject to adjustment in accordance with Section 2.6; provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded to two decimal places) of such excess divided by the number of Stock Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product (rounded to four decimal places) of (I) the Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Stock pursuant to this Section 2.5(b) and cash in lieu of fractional shares of Parent Common Stock as contemplated by Section 2.9, are referred to collectively as the “Merger Consideration”. (c) As of the Effective Time, all shares of Company Stock converted into the right to receive the Merger Consideration pursuant to this Section 2.5 shall automatically be canceled and shall cease to exist, and each holder of (i) a certificate that immediately prior to the Effective Time represented any such shares of Company Stock (a “Certificate”) or (ii) shares of Company Stock held in book-entry form (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except (subject to Section 2.9) the right to receive (i) the Merger Consideration, without interest, interest subject to compliance with the procedures set forth in Section 2.102.6 and (ii) any unpaid dividends declared in accordance with this Agreement in respect of such Company Stock with a record date prior to the Closing Date. (d) Each share of capital stock of Merger Sub issued and 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 and such shares, together with any Company shares converted in accordance with Section 2.5(a)(y), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Effect of the Merger on Capital Stock of the Company and Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or any holder of any securities of the Company or Merger Sub: (a) All shares of Company Stock that are owned, directly or indirectly, by Parent, the Company (including shares held as treasury stock or otherwise) or Merger Sub immediately prior to the Effective Time shall be automatically canceled cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor. (b) Each share of Company Stock issued and outstanding immediately prior to the Effective Time, including Company Restricted Stock Time (other than (i) shares (x) to be canceled cancelled in accordance with Section 2.5(a2.05(a), and (yii) subject to the provisions of Section 2.92.07, Appraisal Shares, or (iii) shares subject to Company Restricted Stock Awards, which are subject to the provisions of Section 2.10(b)) shall at the Effective Time be converted into the right to receive $9.78 in cash, without interest (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article II): (i) Each share of Company Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made (or deemed made) and not revoked pursuant to Section 2.6(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $18.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the number of Cash Electing Company Shares and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $1,225,885,248.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded to two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made (or deemed made) and not revoked pursuant to Section 2.6(a) (each, a “Stock Electing Company Share”) shall be converted into 12.7793 validly issued, fully paid and nonassessable shares of Parent Common Stock (such number, the “Exchange Ratio”), subject to adjustment in accordance with Section 2.6; provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded to two decimal places) of such excess divided by the number of Stock Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product (rounded to four decimal places) of (I) the Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Stock pursuant to this Section 2.5(b) and cash in lieu of fractional shares of Parent Common Stock as contemplated by Section 2.9, are referred to collectively as the “Merger Consideration”), less any withholding in accordance with Section 2.08(b)(i). (c) As of the Effective Time, all shares of Company Stock converted into the right to receive the Merger Consideration pursuant to this Section 2.5 2.05 shall automatically be canceled cancelled and shall cease to exist, and each holder of (i1) a certificate that immediately prior to the Effective Time represented any such shares of Company Stock (a “Certificate”) or (ii2) shares of Company Stock held in book-entry form (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except (subject to Section 2.92.07) the right to receive the Merger Consideration, without interest, subject to compliance with the procedures set forth in Section 2.10. (d) Each share of capital stock of Merger Sub issued and 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.

Effect of the Merger on Capital Stock of the Company and Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or any holder of any securities of Parent, Merger Sub, the Company or Merger Subtheir respective stockholders or shareholders, as applicable: (a) All shares of Company Stock all Shares that are owned, directly or indirectly, by Parent, Parent and its Subsidiaries (including Merger Sub) or the Company (including shares Shares held as treasury stock or otherwise) or Merger Sub and its wholly owned Subsidiaries, in each case immediately prior to the Effective Time Time, shall be automatically canceled cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor.; (b) Each share of Company Stock each Share issued and outstanding immediately prior to the Effective Time, including Company Restricted Stock Time (other than (i) shares (x) to be canceled cancelled in accordance with Section 2.5(a3.04(a), and (yii) Appraisal Shares subject to the provisions of Section 2.93.07) shall at the Effective Time be cancelled and converted into the right to receive (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article II): either (i) Each share of Company Stock with respect to which an election to receive cash the Cash Consideration or (a “Cash Election”ii) has been effectively made (or deemed made) and not revoked the Share Consideration pursuant to Section 2.6(a2.01(h) (each, as if such Share were a “Cash Electing Company Share”) shall be converted into the right to receive $18.00 in cash No Election Share (the “Per Cash Consideration and/or the Share Cash Election Consideration”); provided, however, that if the product of the number of Cash Electing Company Shares and the Per Consideration paid per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $1,225,885,248.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal pursuant to the product (rounded to two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fractionMerger, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Stock together with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made (or deemed made) and not revoked pursuant to Section 2.6(a) (each, a “Stock Electing Company Share”) shall be converted into 12.7793 validly issued, fully paid and nonassessable shares of Parent Common Stock (such number, the “Exchange Ratio”), subject to adjustment in accordance with Section 2.6; provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded to two decimal places) of such excess divided by the number of Stock Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product (rounded to four decimal places) of (I) the Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Stock pursuant to this Section 2.5(b) and any cash in lieu of a fractional shares of Parent Common Stock Share as contemplated by specified in Section 2.93.06, are referred to collectively as the “Merger Consideration”.) less any withholding in accordance with Section 3.08(j); (c) As each holder of the Effective Time, all shares of Company Stock a Share cancelled and converted into the right to receive the Merger Consideration pursuant to this Section 2.5 shall automatically be canceled and shall cease to exist, and each holder of 3.04(b) (i) represented by a certificate that immediately prior to the Effective Time represented any such shares of Company Stock (a “Certificate”) or (ii) shares of Company Stock held in book-entry form (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except (subject A) the amount of Merger Consideration due to such holder pursuant to this Section 2.93.04 and (B) the right to receive the Merger Considerationany other amounts expressly provided herein, without interest, subject to compliance with the procedures set forth in Section 2.10.3.08; and (d) Each each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.

Effect of the Merger on Capital Stock of the Company and Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or any holder of any securities of the Company or Merger Sub: (a) All shares of Company Stock that are owned, directly or indirectly, by Parent, the Company (including shares held as treasury stock or otherwise) or Merger Sub immediately prior to the Effective Time shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (b) Each share of Company Stock issued and outstanding immediately prior to the Effective Time, including Company Restricted Stock Time (other than shares (xi) to be canceled in accordance with Section 2.5(a), ) and (yii) subject to the provisions of Section 2.92.7) shall at the Effective Time be converted into the right to receive (without interestthe Merger Consideration, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article II): (i) Each share of Company Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made (or deemed made) and not revoked pursuant to Section 2.6(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $18.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the number of Cash Electing Company Shares and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $1,225,885,248.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded to two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made (or deemed made) and not revoked pursuant to Section 2.6(a) (each, a “Stock Electing Company Share”) shall be converted into 12.7793 validly issued, fully paid and nonassessable shares of Parent Common Stock (such number, the “Exchange Ratio”), subject to adjustment in accordance with Section 2.6; provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded to two decimal places) of such excess divided by the number of Stock Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product (rounded to four decimal places) of (I) the Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Stock pursuant to this Section 2.5(b) and cash in lieu of fractional shares of Parent Common Stock as contemplated by Section 2.9, are referred to collectively as the “Merger Consideration”. (c) As of the Effective Time, all shares of Company Stock converted into the right to receive the Merger Consideration pursuant to this Section 2.5 shall automatically be canceled and shall cease to exist, and each holder of (i) a certificate that immediately prior to the Effective Time represented any such shares of Company Stock (a “Certificate”) or (ii) shares of Company Stock held in book-entry form (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except (subject to Section 2.92.7) the right to receive the Merger Consideration, without interest, subject to compliance with the procedures set forth in Section 2.102.8. (d) Each share of capital stock of Merger Sub issued and 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 0.10 per share, of the Surviving Corporation.

Effect of the Merger on Capital Stock of the Company and Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or any holder of any securities of the Company or Merger Sub: (a) All shares of Company Stock that are owned, directly or indirectly, by Parent, the Company (including shares held as treasury stock or otherwise) ), any Subsidiary of the Company or Merger Sub immediately prior to the Effective Time shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (b) Each share of Company Stock issued and outstanding immediately prior to the Effective Time, including Company Restricted Stock Time (other than shares (xi) to be canceled in accordance with Section 2.5(a), ) and (yii) subject to the provisions of Section 2.92.7) shall at the Effective Time be converted into the right to receive (without interestthe Merger Consideration, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article II): (i) Each share of Company Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made (or deemed made) and not revoked pursuant to Section 2.6(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $18.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the number of Cash Electing Company Shares and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $1,225,885,248.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded to two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made (or deemed made) and not revoked pursuant to Section 2.6(a) (each, a “Stock Electing Company Share”) shall be converted into 12.7793 validly issued, fully paid and nonassessable shares of Parent Common Stock (such number, the “Exchange Ratio”), subject to adjustment in accordance with Section 2.6; provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded to two decimal places) of such excess divided by the number of Stock Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product (rounded to four decimal places) of (I) the Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Stock pursuant to this Section 2.5(b) and cash in lieu of fractional shares of Parent Common Stock as contemplated by Section 2.9, are referred to collectively as the “Merger Consideration”. (c) As of the Effective Time, all shares of Company Stock converted into the right to receive the Merger Consideration pursuant to this Section 2.5 shall automatically be canceled and shall cease to exist, and each holder of (i) a certificate that immediately prior to the Effective Time represented any such shares of Company Stock (a “Certificate”) or (ii) shares of Company Stock held in book-entry form (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except (subject to Section 2.9) the right to receive the Merger Consideration, without interest, subject to compliance with the procedures set forth in Section 2.102.8. (d) Each share of capital stock of Merger Sub issued and 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.

Effect of the Merger on Capital Stock of the Company and Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or any holder of any securities of the Company or Merger Sub: (a) All shares of Company Stock that are owned, directly or indirectly, by Parent, any direct or indirect wholly-owned Subsidiary of Parent (including Merger Sub), the Company or any of its wholly-owned Subsidiaries (including shares held as treasury stock or otherwise) or Merger Sub immediately prior to the Effective Time shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (b) Each share of Company Stock issued and outstanding immediately prior to the Effective Time, including Company Restricted Stock Time (other than shares (xi) to be canceled in accordance with Section 2.5(a2.6(a), and (yii) subject to the provisions of Section 2.92.8) shall at the Effective Time automatically be converted into the right to receive (without interestthe Merger Consideration, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article II): (i) Each share of Company Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made (or deemed made) and not revoked pursuant to Section 2.6(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $18.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the number of Cash Electing Company Shares and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $1,225,885,248.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded to two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made (or deemed made) and not revoked pursuant to Section 2.6(a) (each, a “Stock Electing Company Share”) shall be converted into 12.7793 validly issued, fully paid and nonassessable shares of Parent Common Stock (such number, the “Exchange Ratio”), subject to adjustment in accordance with Section 2.6; provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded to two decimal places) of such excess divided by the number of Stock Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product (rounded to four decimal places) of (I) the Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Stock pursuant to this Section 2.5(b) and cash in lieu of fractional shares of Parent Common Stock as contemplated by Section 2.9, are referred to collectively as the “Merger Consideration”. (c) As of the Effective Time, all shares of Company Stock converted into the right to receive the Merger Consideration pursuant to this Section 2.5 2.6 shall automatically be canceled and shall cease to exist, and each holder of (i) a certificate that immediately prior to the Effective Time represented any such shares of Company Stock (a “Certificate”) or (ii) shares of Company Stock held in book-entry form (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except (subject to Section 2.92.8) the right to receive (i) the Merger ConsiderationConsideration with respect to such previously existing shares of Company Stock, without interest, subject to compliance with the procedures set forth in Section 2.102.9 and (ii) any unpaid dividends declared in accordance with this Agreement in respect of such Company Stock with a record date prior to the Closing Date. (d) Each share of capital stock of Merger Sub issued and 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 and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation.