Common use of Exchange Ratio for Company Common Stock Clause in Contracts

Exchange Ratio for Company Common Stock. Subject to the provisions of Section 2.2(e) hereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.1(b)) shall be converted into the right to receive 0.67 (the "Conversion Number") of a share of common stock, par value $.01 per share ("Parent Common Stock"), of Parent. All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the shares of Parent Common Stock and cash in lieu of fractional shares of Parent Common Stock, as contemplated by Section 2.2(e), to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 2.2, without interest.

Exchange Ratio for Company Common Stock. Subject to the provisions of Section 2.2(e) hereof2.02, each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled cancelled in accordance with Section 2.1(b2.01(b)) ), shall be converted into the right to receive 0.67 (the "Conversion Number") a number of a share shares of common stock, par value $.01 per share ("Parent Common StockStock as is equal to (x) one times (y) the Exchange Ratio (as defined below). The "), of ParentExchange Ratio" shall be .4296. All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares or rights shall cease to have any rights with respect thereto, except the right to receive the shares of Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock, as contemplated by Section 2.2(e), Stock to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 2.22.02, without interest.

Exchange Ratio for Company Common Stock. Subject to the provisions of Section 2.2(e) hereof2.2, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.1(b)) issued and outstanding immediately before the Effective Time, and all rights in respect thereof, shall be automatically converted into the right to receive 0.67 0.35 share (the "Conversion NumberExchange Ratio ") of a share of common stock, $.01 par value $.01 per share share, of the Buyer ("Parent Buyer Common Stock"). As of the Effective Time, of Parent. All all such shares of Company Common Stock, when so converted, Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the shares of Parent Buyer Common Stock and any cash in lieu of fractional shares of Parent Buyer Common Stock, as contemplated by Section 2.2(e), Stock to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 2.2, without interest.

Exchange Ratio for Company Common Stock. Subject to the provisions of Section 2.2(e) hereof2.2, --------------------------------------- each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.1(b)) issued and outstanding immediately before the Effective Time, and all rights in respect thereof, shall be automatically converted into the right to receive 0.67 0.4738 shares (the "Conversion NumberExchange Ratio ") of a share of common stock, $.01 par value $.01 per share share, of the Buyer ("Parent Buyer Common Stock"). As of the Effective Time, of Parent. All all such shares of Company Common Stock, when so converted, Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the shares of Parent Buyer Common Stock and any cash in lieu of fractional shares of Parent Buyer Common Stock, as contemplated by Section 2.2(e), Stock to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 2.2, without interest.

Exchange Ratio for Company Common Stock. Subject to the provisions of Section 2.2(e(i) hereof, each Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.1(b)3.01(b) and other than Dissenting Shares) shall be converted into the right to receive 0.67 the Per Share Amount in cash without any interest thereon (the "Conversion Number") of a share of common stock, par value $.01 per share ("Parent Common StockMerger Price"), of Parent. . (ii) All such shares of Company Common Stock, when so converted, Stock converted in accordance with paragraph (i) of this Section 3.01(c) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the shares of Parent Common Stock and cash in lieu of fractional shares of Parent Common StockMerger Price per share, as contemplated by Section 2.2(e), to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 2.23.02, without interest.

Exchange Ratio for Company Common Stock. Subject to the provisions of Section 2.2(e) hereof2.2, --------------------------------------- each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.1(b)) issued and outstanding immediately before the Effective Time shall be automatically converted into the right to receive 0.67 0.1252 shares (the "Conversion NumberExchange Ratio") of a share of common stock, $.01 par value $.01 per share share, of the Buyer ("Parent Buyer Common Stock"). As of the Effective Time, of Parent. All all such shares of Company Common Stock, when so converted, Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existcanceled, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the shares of Parent Buyer Common Stock and any cash in lieu of fractional shares of Parent Buyer Common Stock, as contemplated by Section 2.2(e), Stock to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 2.2, without interest.

Exchange Ratio for Company Common Stock. Subject to the provisions of Section 2.2(e) hereof2.2, each --------------------------------------- share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.1(b)) issued and outstanding immediately before the Effective Time shall be automatically converted into the right to receive 0.67 0.2628 shares (the "Conversion NumberExchange Ratio ") of a share of common stock, $.01 par value $.01 per share share, of the Buyer ("Parent Buyer Common Stock"). As of the Effective Time, of Parent. All all such shares of Company Common Stock, when so converted, Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existcanceled, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the shares of Parent Buyer Common Stock and any cash in lieu of fractional shares of Parent Buyer Common Stock, as contemplated by Section 2.2(e), Stock to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 2.2, without interest.

Exchange Ratio for Company Common Stock. Subject to the provisions of Section 2.2(e(i) hereof, each Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.1(b2.01(b) and other than Dissenting Shares (as defined in Section 2.01(d))) shall be converted automatically into the right to receive 0.67 $44.00 in cash (the "Conversion Number") of a share of common stock, par value $.01 per share ("Parent Common StockMerger Price"), of Parent. . (ii) All such shares of Company Common Stock, when so converted, Stock converted in accordance with paragraph (i) of this Section 2.01(c) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the shares of Parent Common Stock and cash in lieu of fractional shares of Parent Common StockMerger Price per share, as contemplated by Section 2.2(e), to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 2.22.02, without interest, subject to any applicable withholding tax.