Common use of Effect on Securities Clause in Contracts

Effect on Securities. At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of the Company, Acquiror or the holders of any of the following securities: (a) Each share of Common Stock, par value $.01 per share, of the Company (collectively, the "Common Shares" and, individually, a "Common Share") issued and outstanding immediately prior to the Effective Time (other than any Common Shares to remain outstanding pursuant to Section 1.5(c)) shall be converted into the right to receive an amount equal to $12.00 in cash, without interest (the "Cash Merger Consideration"); the Common Shares being converted into the right to receive the Cash Merger Consideration are hereinafter referred to as "Cancelled Shares"; (b) Each issued and outstanding share of Preferred Stock, par value $0.01 per share, of the Company (collectively, the "Preferred Shares") shall not be converted, exchanged, cancelled or otherwise affected by the Merger and shall remain issued and outstanding after the Merger; (c) 96,671 of the 360,422 Common Shares that are, on the date of this Agreement, registered in the name of, and specified by Xxxxxx X. Xxxxxxxx, and 74,674 of the 285,923 Common Shares that are, on the date of this Agreement, registered in the name of, and specified by Xxxxxx X. Xxxxxxxx (such persons are individually referred to as a "Continuing Stockholder" and collectively as the "Continuing Stockholders," and such shares are collectively referred to as the "Continuing Shares") shall not be converted, exchanged, cancelled or otherwise affected by the Merger and shall remain issued and outstanding after the Merger, provided that the Continuing Shares are, at the Effective Time, so registered in the name of the applicable Continuing Stockholder, it being understood that additional Common Shares may be issued to the Continuing Stockholders prior to the Effective Time in exchange for Partnership Units (as defined below) and, subject to Section 1.5(f) below, such Common Shares shall be deemed to be Continuing Shares; (d) Each option for the purchase of Common Shares issued by the Company and outstanding immediately prior to the Effective Time (collectively, the "Company Options" and individually, a "Company Option"), including those held by the Continuing Stockholders, shall be terminated and converted into the right to receive the Option Consideration as defined and set forth in Section 1.10; (e) Each unit (as defined in the Acquiror's Operating Agreement dated as of May 4, 2001) (collectively, the "Acquiror Units," and individually, an "Acquiror Unit") of Acquiror outstanding immediately prior to the Effective Time shall be converted automatically into one newly-issued, fully-paid and nonassessable share of Common Stock of the Surviving Corporation and shall cease to exist; and (f) Notwithstanding Subsection (c) above, the aggregate number of Continuing Shares held by the Continuing Stockholders may, at the sole discretion of the each Continuing Stockholder, be decreased (and correspondingly, the number of Common Shares held by the Continuing Stockholders to be converted in the Merger shall be increased) if the aggregate purchase price of the Preferred Stock (as defined in Section 2.4) tendered in the Offer (as defined in Section 5.3) is less than $7,750,000.

Effect on Securities. At As of the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of Parent, MergerCo or the Company, Acquiror Company or the holders of any of the following securities: (a) Each MergerCo Membership Unit issued and outstanding immediately prior to the Effective Time shall remain outstanding as one Surviving Entity Membership Unit following the Merger. (b) Each share of Company Common StockStock that is owned by the Company, par value $.01 per share, by any wholly owned Subsidiary of the Company or by Parent, MergerCo or any other wholly owned Subsidiary of Parent shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. (collectively, the "c) Each share of Company Common Shares" and, individually, a "Common Share") Stock issued and outstanding immediately prior to the Effective Time (other than any Common shares to be canceled in accordance with Section 2.1(b) and Dissenting Shares to remain outstanding pursuant to as described in Section 1.5(c)2.4) (the “Company Merger Stock”) shall be converted into the right to receive an amount (i) the number of shares of Parent Class A Common Stock equal to $12.00 the Class A Exchange Ratio, (ii) the number of shares of Parent Common Stock equal to the Closing Common Exchange Ratio and (iii) the number of Escrow Shares equal to the Per Share Escrow Release Number, if any, upon release thereof pursuant to the Escrow Agreement (clause (i) and (ii), together with any cash paid in cashlieu of fractional shares with respect thereto in accordance with Section 2.2(i), without interest (the "Cash “Closing Merger Consideration"” and clause (iii); , together with any cash paid in lieu of fractional shares with respect thereto in accordance with Section 2.2(i) and the Common Shares being converted into Closing Merger Consideration, the “Merger Consideration”). Upon such conversion, all such shares of Company Merger Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Company Certificate previously evidencing such shares shall thereafter represent only the right to receive the Cash Merger Consideration are hereinafter referred Consideration. The holders of Company Certificates previously evidencing shares of Company Merger Stock shall cease to as "Cancelled Shares"; (b) Each issued and outstanding share of Preferred Stock, par value $0.01 per share, of have any rights with respect to the Company (collectively, the "Preferred Shares") shall not be converted, exchanged, cancelled Merger Stock except as otherwise provided herein or otherwise affected by the Merger and shall remain issued and outstanding after the Merger; (c) 96,671 of the 360,422 Common Shares that are, on the date of this Agreement, registered in the name of, and specified by Xxxxxx X. Xxxxxxxx, and 74,674 of the 285,923 Common Shares that are, on the date of this Agreement, registered in the name of, and specified by Xxxxxx X. Xxxxxxxx (such persons are individually referred to as a "Continuing Stockholder" and collectively as the "Continuing Stockholders," and such shares are collectively referred to as the "Continuing Shares") shall not be converted, exchanged, cancelled or otherwise affected by the Merger and shall remain issued and outstanding after the Merger, provided that the Continuing Shares are, at the Effective Time, so registered in the name of the applicable Continuing Stockholder, it being understood that additional Common Shares may be issued to the Continuing Stockholders prior to the Effective Time in exchange for Partnership Units (as defined below) Law and, subject to upon the surrender of Company Certificates in accordance with the provisions of Section 1.5(f) below, such Common Shares shall be deemed to be Continuing Shares; (d) Each option for the purchase of Common Shares issued by the Company and outstanding immediately prior to the Effective Time (collectively, the "Company Options" and individually, a "Company Option"), including those held by the Continuing Stockholders2.2, shall be terminated and converted into only represent the right to receive the Option Merger Consideration as defined and set forth in Section 1.10;for their shares of Company Merger Stock. (ed) Each unit (as defined in the Acquiror's Operating The Exchange Agent shall make all computations contemplated by this Section 2.1 of this Agreement dated as of May 4, 2001) (collectively, the "Acquiror Units," and individually, an "Acquiror Unit") of Acquiror outstanding immediately prior to the Effective Time all such computations shall be converted automatically into one newly-issued, fully-paid conclusive and nonassessable share binding on the holders of Company Common Stock of the Surviving Corporation and shall cease to exist; and (f) Notwithstanding Subsection (c) above, the aggregate number of Continuing Shares held by the Continuing Stockholders may, at the sole discretion of the each Continuing Stockholder, be decreased (and correspondingly, the number of Common Shares held by the Continuing Stockholders to be converted absent manifest error in the Merger shall be increased) if the aggregate purchase price of the Preferred Stock (as defined in Section 2.4) tendered in the Offer (as defined in Section 5.3) is less than $7,750,000any such computation.

Effect on Securities. At Subject to the provisions of this Agreement: (a) at the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of the Companyany Company Stockholder, Acquiror or the holders of any subject to and in consideration of the following securities: (a) Each terms and conditions set forth herein, each share of Common Stock, par value $.01 per share, of the Company (collectively, the "Common Shares" and, individually, a "Common Share") Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any Common Shares to remain outstanding pursuant to Section 1.5(cDissenting Shares)) , shall be converted into the right to receive an amount equal the (i) Per Share Company Preferred Cash Consideration in cash and (ii) Per Share Company Preferred Stock Consideration. All of the shares of Company Preferred Stock converted into the right to $12.00 receive consideration as described in cashthis Section 3.01(a) shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Stock shall thereafter cease to have any rights with respect to such securities (including any right to accrued but unpaid dividends), except the right to receive the applicable consideration described in this Section 3.01(a) into which such share of Company Preferred Stock shall have been converted into in the Merger; (b) at the Effective Time, by virtue of the Merger and without interest any action on the part of any Company Stockholder, subject to and in consideration of the terms and conditions set forth herein, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the "Cash Merger Consideration"Dissenting Shares); the Common Shares being , shall be converted into the right to receive the Cash Merger Consideration are hereinafter referred Per Share Company Common Stock Consideration. All of the shares of Company Common Stock converted into the right to receive consideration as "Cancelled Shares"described in this Section 3.01(b) shall no longer be outstanding and shall cease to exist, and each holder of Company Common Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive the applicable consideration described in this Section 3.01(b) into which such share of Company Common Stock shall have been converted into in the Merger; (bc) Each at the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall thereupon be converted into and become one validly issued, fully paid and non-assessable share of Preferred Stockcommon stock, par value $0.01 per share, of the Surviving Company (collectively, and all such shares shall constitute the "Preferred Shares") shall not be converted, exchanged, cancelled or otherwise affected by only outstanding shares of capital stock of the Merger and shall remain issued and outstanding after Surviving Company as of immediately following the Merger;Effective Time; and (cd) 96,671 of the 360,422 Common Shares that are, on the date of this Agreement, registered in the name of, and specified by Xxxxxx X. Xxxxxxxx, and 74,674 of the 285,923 Common Shares that are, on the date of this Agreement, registered in the name of, and specified by Xxxxxx X. Xxxxxxxx (such persons are individually referred to as a "Continuing Stockholder" and collectively as the "Continuing Stockholders," and such shares are collectively referred to as the "Continuing Shares") shall not be converted, exchanged, cancelled or otherwise affected by the Merger and shall remain issued and outstanding after the Merger, provided that the Continuing Shares are, at the Effective Time, so registered by virtue of the Merger and without any action on the part of any holder thereof, each share of Company Capital Stock held in the name treasury of the applicable Continuing Stockholder, it being understood that additional Common Shares may be issued to the Continuing Stockholders prior to the Effective Time in exchange for Partnership Units (as defined below) and, subject to Section 1.5(f) below, such Common Shares shall be deemed to be Continuing Shares; (d) Each option for the purchase of Common Shares issued by the Company and outstanding immediately prior to the Effective Time (collectively, the "Company Options" and individually, a "Company Option"), including those held by the Continuing Stockholders, shall be terminated and converted into the right to receive the Option Consideration as defined and set forth in Section 1.10; (e) Each unit (as defined in the Acquiror's Operating Agreement dated as of May 4, 2001) (collectively, the "Acquiror Units," and individually, an "Acquiror Unit") of Acquiror outstanding immediately prior to the Effective Time shall be converted automatically into one newly-issued, fully-paid cancelled and nonassessable share of Common Stock of the Surviving Corporation and shall cease to exist; and (f) Notwithstanding Subsection (c) above, the aggregate number of Continuing Shares held by the Continuing Stockholders may, at the sole discretion of the each Continuing Stockholder, be decreased (and correspondingly, the number of Common Shares held by the Continuing Stockholders to be converted in the Merger no payment or distribution shall be increased) if the aggregate purchase price of the Preferred Stock (as defined in Section 2.4) tendered in the Offer (as defined in Section 5.3) is less than $7,750,000made with respect thereto.

Effect on Securities. At Subject to the provisions of this Agreement: (a) immediately prior to the Effective Time, pursuant each share of Company Preferred Stock that is issued and outstanding immediately prior to this Agreement such time shall automatically convert into a number of shares of Company Common Stock in accordance with the Company Certificate of Incorporation (collectively, the “Company Preferred Stock Conversion”). All of the shares of Company Preferred Stock converted into shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Stock shall thereafter cease to have any rights with respect to such securities; (b) at the Effective Time (and, for the avoidance of doubt, following the Company Preferred Stock Conversion), by virtue of the Merger and without any action on the part of any Company Stockholder, subject to and upon the Company, Acquiror or terms and subject to the holders of any conditions set forth herein (including without limitation delivery of the following securities: (a) Each release contemplated by Section 3.4(a)(ii)), each share of Company Common Stock, par value $.01 per share, of the Company (collectively, the "Common Shares" and, individually, a "Common Share") Stock that is issued and outstanding immediately prior to the Effective Time (other than any Common Shares to remain outstanding pursuant to Section 1.5(cthe Dissenting Shares)) , shall be converted into the right to receive an amount equal to $12.00 in cash, without interest (the "Cash applicable Per-Share Merger Consideration"); . All of the shares of Company Common Shares being Stock converted into the right to receive consideration as described in this Section 3.1(b) shall no longer be outstanding and shall cease to exist, and each holder of Company Common Stock shall thereafter cease to have any rights with respect to such securities, except the Cash Merger Consideration are hereinafter referred right to as "Cancelled Shares"; (breceive the applicable consideration described in this Section 3.1(b) Each issued and outstanding into which such share of Preferred Stock, par value $0.01 per share, of the Company (collectively, the "Preferred Shares") Common Stock shall not be converted, exchanged, cancelled or otherwise affected by the Merger and shall remain issued and outstanding after have been converted in the Merger; (c) 96,671 of the 360,422 Common Shares that are, on the date of this Agreement, registered in the name of, and specified by Xxxxxx X. Xxxxxxxx, and 74,674 of the 285,923 Common Shares that are, on the date of this Agreement, registered in the name of, and specified by Xxxxxx X. Xxxxxxxx (such persons are individually referred to as a "Continuing Stockholder" and collectively as the "Continuing Stockholders," and such shares are collectively referred to as the "Continuing Shares") shall not be converted, exchanged, cancelled or otherwise affected by the Merger and shall remain issued and outstanding after the Merger, provided that the Continuing Shares are, at the Effective Time, so registered in the name by virtue of the applicable Continuing StockholderMerger and without any action on the part of any holder thereof, it being understood that additional Common Shares may be each share of common stock, par value $0.0001 per share, of Merger Sub issued to the Continuing Stockholders prior to the Effective Time in exchange for Partnership Units (as defined below) and, subject to Section 1.5(f) below, such Common Shares shall be deemed to be Continuing Shares; (d) Each option for the purchase of Common Shares issued by the Company and outstanding immediately prior to the Effective Time (collectively, the "Company Options" shall no longer be outstanding and individually, a "Company Option"), including those held by the Continuing Stockholders, shall thereupon be terminated and converted into and become one validly issued fully paid and non-assessable share of common stock, par value $0.0001 per share, of the right to receive Surviving Company and all such shares shall constitute the Option Consideration only outstanding shares of capital stock of the Surviving Company as defined and set forth in Section 1.10;of immediately following the Effective Time; and (ed) Each unit (as defined at the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each share of Company Capital Stock held in the Acquiror's Operating Agreement dated as treasury of May 4, 2001) (collectively, the "Acquiror Units," and individually, an "Acquiror Unit") of Acquiror outstanding Company immediately prior to the Effective Time shall be converted automatically into one newly-issued, fully-paid cancelled and nonassessable share of Common Stock of the Surviving Corporation and shall cease to exist; and (f) Notwithstanding Subsection (c) above, the aggregate number of Continuing Shares held by the Continuing Stockholders may, at the sole discretion of the each Continuing Stockholder, be decreased (and correspondingly, the number of Common Shares held by the Continuing Stockholders to be converted in the Merger no payment or distribution shall be increased) if the aggregate purchase price of the Preferred Stock (as defined in Section 2.4) tendered in the Offer (as defined in Section 5.3) is less than $7,750,000made with respect thereto.

Effect on Securities. At Subject to the provisions of this Agreement: (a) at the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of any Company Exchange Person, subject to and upon the terms and subject to the conditions set forth herein (including without limitation delivery of the release contemplated by Section 3.4(a)(ii)), the transactions contemplated by the Omnibus Exchange Agreement (other than the Dissenting Shares) shall be consummated and the parties thereto shall be issued the applicable number of shares of PubCo Capital Stock. All of the Company Exchange Securities (all as referenced in the Omnibus Exchange Agreement) converted into the right to receive consideration as described in the Omnibus Exchange Agreement and in this Section 3.1(b) shall no longer be outstanding or obligations of the Company, Acquiror as applicable, and shall cease to exist, and each holder of Company Exchange Securities shall thereafter cease to have any rights with respect to such securities or debt, as applicable, except the holders right to receive the applicable consideration described in the Omnibus Exchange Agreement and in this Section 3.1(b) into which such shares of Company Capital Stock or debt, as applicable, shall have been converted in the Merger; (b) at the Effective Time, by virtue of the Merger and without any action on the part of any of the following securities: (a) Each holder thereof, each share of Common Stockcommon stock, par value $.01 0.0001 per share, of the Company (collectively, the "Common Shares" and, individually, a "Common Share") Merger Sub issued and outstanding immediately prior to the Effective Time (other than any Common Shares to remain shall no longer be outstanding pursuant to Section 1.5(c)) and shall thereupon be converted into the right to receive an amount equal to $12.00 in cash, without interest (the "Cash Merger Consideration"); the Common Shares being converted into the right to receive the Cash Merger Consideration are hereinafter referred to as "Cancelled Shares"; (b) Each and become one validly issued fully paid and outstanding non-assessable share of Preferred Stockcommon stock, par value $0.01 0.0001 per share, of the Surviving Company (collectively, and all such shares shall constitute the "Preferred Shares") shall not be converted, exchanged, cancelled or otherwise affected by only outstanding shares of capital stock of the Merger and shall remain issued and outstanding after Surviving Company as of immediately following the Merger;Effective Time; and (c) 96,671 of the 360,422 Common Shares that are, on the date of this Agreement, registered in the name of, and specified by Xxxxxx X. Xxxxxxxx, and 74,674 of the 285,923 Common Shares that are, on the date of this Agreement, registered in the name of, and specified by Xxxxxx X. Xxxxxxxx (such persons are individually referred to as a "Continuing Stockholder" and collectively as the "Continuing Stockholders," and such shares are collectively referred to as the "Continuing Shares") shall not be converted, exchanged, cancelled or otherwise affected by the Merger and shall remain issued and outstanding after the Merger, provided that the Continuing Shares are, at the Effective Time, so registered by virtue of the Merger and without any action on the part of any holder thereof, each share of Company Capital Stock held in the name treasury of the applicable Continuing Stockholder, it being understood that additional Common Shares may be issued to the Continuing Stockholders prior to the Effective Time in exchange for Partnership Units (as defined below) and, subject to Section 1.5(f) below, such Common Shares shall be deemed to be Continuing Shares; (d) Each option for the purchase of Common Shares issued by the Company and outstanding immediately prior to the Effective Time (collectively, the "Company Options" and individually, a "Company Option"), including those held by the Continuing Stockholders, shall be terminated and converted into the right to receive the Option Consideration as defined and set forth in Section 1.10; (e) Each unit (as defined in the Acquiror's Operating Agreement dated as of May 4, 2001) (collectively, the "Acquiror Units," and individually, an "Acquiror Unit") of Acquiror outstanding immediately prior to the Effective Time shall be converted automatically into one newly-issued, fully-paid cancelled and nonassessable share of Common Stock of the Surviving Corporation and shall cease to exist; and (f) Notwithstanding Subsection (c) above, the aggregate number of Continuing Shares held by the Continuing Stockholders may, at the sole discretion of the each Continuing Stockholder, be decreased (and correspondingly, the number of Common Shares held by the Continuing Stockholders to be converted in the Merger no payment or distribution shall be increased) if the aggregate purchase price of the Preferred Stock (as defined in Section 2.4) tendered in the Offer (as defined in Section 5.3) is less than $7,750,000made with respect thereto.