Common use of Manner of Conversion Clause in Contracts

Manner of Conversion. The manner of converting the shares of COMPANY Stock into URSI Stock shall be as follows: As of the Effective Time of the Merger: (i) all of the shares of COMPANY Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holder thereof, automatically shall be deemed to represent (1) that number of shares of URSI Stock determined pursuant to Section 2.2 below and (2) the right to receive the amount of cash determined pursuant to Section 2.2 below, such shares and cash to be distributed to STOCKHOLDERS as provided in Part I of Annex I hereto; (ii) all shares of COMPANY Stock that are held by COMPANY as treasury stock or owned by any COMPANY Subsidiary shall be cancelled and retired and no shares of URSI Stock or other consideration shall be delivered or paid in exchange therefor. At the Effective Time of the Merger, URSI shall have no class of capital stock issued and outstanding which, as a class, shall have any rights or preferences senior to the shares of URSI Stock received by the STOCKHOLDERS, including, without limitation, any rights or preferences as to dividends or as to the assets of URSI upon liquidation or dissolution or as to voting rights.