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

Effect on Stock of the Company and Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any Securities of the Company or Merger Sub: (a) All Shares, and all rights in respect thereof, that are held by the Company as treasury stock or owned, directly or indirectly, by Parent or Merger Sub (including as a result of the exercise of the Top-Up Option by Merger Sub, if applicable) immediately prior to the Effective Time shall be automatically cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor. Each Share, and all rights in respect thereof, that is held by any Subsidiary of the Company immediately prior to the Effective Time shall automatically be cancelled and shall cease to exist and 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. (b) Each Share issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 3.1(a)), and all rights in respect thereof, shall at the Effective Time automatically be converted into the right to receive, in cash and without interest, an amount equal to the Offer Price (the “Merger Consideration”). (c) As of the Effective Time, all Shares, and all rights in respect thereof, converted into the right to receive the Merger Consideration pursuant to this Section 3.1 shall automatically be cancelled and shall cease to exist, and each holder of (i) a certificate that immediately prior to the Effective Time represented any such Shares (a “Certificate”) or (ii) Shares held in book entry form (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, and (B) any other amounts expressly provided herein, without interest, subject to compliance with the procedures set forth in Section 3.4. (d) Each share of stock of Merger Sub issued and outstanding immediately prior to the Effective Time, and all rights in respect thereof, shall automatically be cancelled and shall cease to exist and 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, which (together with the shares of the Surviving Corporation described in Section 3.1(a)) shall constitute the only outstanding shares of stock of the Surviving Corporation.

Effect on Stock of the Company and Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any Securities of the Company or Merger Sub: (a) All SharesSubject to Section 3.1(b), and all rights in respect thereof, Shares that are held by the Company as treasury stock or owned, directly or indirectly, by Parent Parent, the Company or Merger Sub (including as a result of the exercise of the Top-Up Option by Merger Sub, if applicable) immediately prior to the Effective Time shall be automatically cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor. . (b) Each Share, and all rights in respect thereof, that is Share held by any Company Subsidiary immediately prior to the Effective Time shall be converted into such number of shares of stock of the Surviving Corporation such that each such Company Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Company Subsidiary owned in the Company immediately prior to the Effective Time shall automatically be cancelled and shall cease to exist and 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 CorporationTime. (bc) Each Share issued and outstanding immediately prior to the Effective Time (other than shares (i) Shares to be cancelled in accordance with Section 3.1(a) and (ii) Shares described in Section 3.1(b)), and all rights in respect thereof, ) shall at the Effective Time automatically be converted into the right to receive, in cash and without interest, an amount equal to the Offer Price (the “Merger Consideration”). (cd) As of the Effective Time, all Shares, and all rights in respect thereof, Shares converted into the right to receive the Merger Consideration pursuant to this Section 3.1 shall automatically be cancelled and shall cease to exist, and each holder of (i1) a certificate that immediately prior to the Effective Time represented any such Shares (a “Certificate”) or (ii2) Shares held in book entry form (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, (B) any dividends pursuant to Section 6.15 and (BC) any other amounts expressly provided herein, without interest, subject to compliance with the procedures set forth in Section 3.4. (de) Each share of stock of Merger Sub issued and outstanding immediately prior to the Effective Time, and all rights in respect thereof, shall automatically be cancelled and shall cease to exist and 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, which (together with the shares of the Surviving Corporation described in Section 3.1(a)) shall constitute the only outstanding shares of stock of the Surviving Corporation.