Common use of Merger Consideration for Company Common Stock Clause in Contracts

Merger Consideration for Company Common Stock. Subject to Section 2.8, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.7(b) and Dissenting Shares (as defined in Section 2.10(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive the Offer Price (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of (i) a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) uncertificated shares which immediately prior to the Effective Time represented any such shares of Company Common Stock (the “Uncertificated Shares”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pursuant to this Section 2.7(c) in accordance with the provisions of Section 2.8.

Merger Consideration for Company Common Stock. Subject to Section 2.82.2, each share of Company Common Stock (other than (i) shares to be cancelled in accordance with Section 2.7(b2.1(b), (ii) shares of Company Common Stock owned by any wholly-owned Subsidiary of the Company, which shall remain outstanding, and (iii) Dissenting Shares (as defined in Section 2.10(a2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted as of the Effective Time into the right to receive the Offer Price $6.55 in cash per share, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of (i) a certificate which as of immediately prior to the Effective Time represented any such outstanding shares of Company Common Stock (each, each a “Certificate”) and (ii) uncertificated shares which immediately prior to the Effective Time represented any such shares of Company Common Stock (the “Uncertificated Shares”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pursuant to this Section 2.7(c2.1(c) upon the surrender of such Certificate in accordance with the provisions of Section 2.82.2.

Merger Consideration for Company Common Stock. Subject to Section 2.8, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.7(b) and Dissenting Shares (as defined in Section 2.10(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become the right to receive from the Offer Price Surviving Corporation or the Parent $3.60 in cash per share (such amount, or such higher price per share that may be paid as the Closing Payment in the Offer, the “Merger Consideration”), which amount shall be paid promptly after the Effective Time in accordance with the provisions of this Agreement. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of (i) a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) uncertificated shares which immediately prior to the Effective Time represented any such shares of Company Common Stock (the “Uncertificated Shares”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pursuant to this Section 2.7(c) upon the surrender of such Certificate in accordance with the provisions of Section 2.8.

Merger Consideration for Company Common Stock. Subject to Section 2.8, each Each share of Company Common Stock (other than (i) shares to be cancelled in accordance with Section 2.7(b2.1(b), (ii) shares of Company Common Stock owned by any wholly-owned Subsidiary of the Company (which, for the avoidance of doubt, does not include the EBT’s), which shall remain outstanding, and (iii) Dissenting Shares (as defined in Section 2.10(a2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted as of the Effective Time into the right to receive the Offer Price $24.00 in cash per share, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of (i) a certificate which as of immediately prior to the Effective Time represented any such outstanding shares of Company Common Stock (each, each a “Certificate”) and (ii) uncertificated shares which immediately prior to the Effective Time represented any such shares of Company Common Stock (the “Uncertificated Shares”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pursuant to this Section 2.7(c2.1(c) upon the surrender of such Certificate in accordance with the provisions of Section 2.82.2.

Merger Consideration for Company Common Stock. Subject to Section 2.82.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.7(b2.1(b) and Dissenting Shares (as defined in Section 2.10(a) below)Shares) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive the Offer Price an amount in cash equal to $9.10, without interest thereon (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of (i) a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) uncertificated shares which immediately prior to the Effective Time represented any such shares of Company Common Stock (the “Uncertificated Shares”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pursuant to this Section 2.7(c2.1(c) upon the surrender of such Certificate or Uncertificated Shares in accordance with the provisions of Section 2.82.2, without interest.