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

Effect on Shares of Capital Stock. (a) Common Shares of the Company. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Common Shares, the Company or Acquisition Corp., each Common Share that is issued and outstanding immediately prior to the Effective Time (other than those Common Shares to be canceled pursuant to Section 3.01(b) shall be canceled and extinguished and converted into the right to receive the Offer Price (the "Merger Consideration"), payable to the holder thereof, without interest or dividends thereon, less any applicable withholding of taxes, in the manner provided in Section 3.03. All such Common Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and each holder of a certificate or certificates representing any such Common Shares shall cease to have any rights with respect thereto, except the right to receive the consideration specified in the preceding sentence.