Common use of Per Share Merger Consideration Clause in Contracts

Per Share Merger Consideration. Subject to the allocation and election procedures set forth in Section 4.2(b), each share of the common stock, par value $0.16 2⁄3 per share, of the Company (each a “Company Share”, and collectively, the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares, Company Shares owned by Parent, Merger Sub 1, Merger Sub 2 or any other direct or indirect wholly owned Subsidiary of Parent and Company Shares owned by the Company or any direct or indirect wholly owned Subsidiary of the Company, and in each case, not held on behalf of third parties (each an “Excluded Company Share” and collectively, “Excluded Company Shares”) shall be converted into, and become exchangeable for either (i) $152.27 (the “Cash Consideration”) or (ii) 1.87 (the “Exchange Ratio”) of a share (the “Stock Consideration”) of common stock, par value $0.01 per share, of Parent (each, a “Parent Share” and collectively, the “Parent Shares”). The applicable Stock Consideration and/or Cash Consideration, in each case without interest, the “Per Share Merger Consideration”. At the Effective Time, all of the Company Shares (other than Excluded Company Shares) shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Company Shares, and each non-certificated Company Share represented by book entry (each, a “Book Entry Company Share”), (other than in each case those representing Excluded Company Shares) shall thereafter represent only the right to receive, without interest, the Per Share Merger Consideration and (with respect to the Stock Consideration) the right, if any, to receive (A) pursuant to Section 4.2(e) cash in lieu of fractional shares into which such Company Shares have been converted pursuant to this Section 4.1(a) and (B) any distribution or dividend pursuant to Section 4.2(c).

Per Share Merger Consideration. Subject to the allocation and election procedures set forth in Section 4.2(b), each share of the common stock, par value $0.16 2⁄3 0.01 per share, of the Company (each a “Company Share”, and collectively, the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares, Company Shares owned by Parent, Merger Sub 1, Merger Sub 2 or any other direct or indirect wholly wholly-owned Subsidiary of Parent and Company Shares owned by the Company or any direct or indirect wholly wholly-owned Subsidiary of the Company, and in each case, case not held on behalf of third parties (each Company Share referred to in this parenthetical, an “Excluded Company Share” and collectively, “Excluded Company Shares”)) shall be converted into, and become exchangeable for for, either (i) $152.27 37.30 in cash (the “Cash Consideration”) or (ii) 1.87 0.4350 (the “Exchange Ratio”) of a share (the “Stock Consideration” and the applicable of the Stock Consideration and the Cash Consideration, the “Per Share Merger Consideration”) of common stock, par value $0.01 0.16 2⁄3 per share, of Parent (each, a “Parent Share” and collectively, the “Parent Shares”). The applicable Stock Consideration and/or Cash Consideration, in the case of each case of clause (i) and clause (ii), without interest, the “Per Share Merger Consideration”. At the Effective Time, all of the Company Shares (other than Excluded Company Shares) shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Company Shares, and each non-certificated Company Share represented by book entry (each, a “Book Entry Company Share”), (other than in each case those representing Excluded Company Shares) shall thereafter represent only the right to receive, without interest, the Per Share Merger Consideration and (with respect to the Stock Consideration) the right, if any, to receive (A) pursuant to Section 4.2(e) cash in lieu of fractional shares into which such Company Shares have been converted pursuant to this Section 4.1(a) and (B) any distribution or dividend pursuant to Section 4.2(c).

Per Share Merger Consideration. Subject to the allocation and election procedures set forth in Section 4.2(b‎4.2(b), each share of the common stock, par value $0.16 2⁄3 0.01 per share, of the Company (each a “Company Share”, and collectively, the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares, Company Shares owned by Parent, Merger Sub 1, Merger Sub 2 or any other direct or indirect wholly wholly-owned Subsidiary of Parent and Company Shares owned by the Company or any direct or indirect wholly wholly-owned Subsidiary of the Company, and in each case, case not held on behalf of third parties (each Company Share referred to in this parenthetical, an “Excluded Company Share” and collectively, “Excluded Company Shares”)) shall be converted into, and become exchangeable for for, either (i) $152.27 37.30 in cash (the “Cash Consideration”) or (ii) 1.87 0.4350 (the “Exchange Ratio”) of a share (the “Stock Consideration” and the applicable of the Stock Consideration and the Cash Consideration, the “Per Share Merger Consideration”) of common stock, par value $0.01 0.16⅔ per share, of Parent (each, a “Parent Share” and collectively, the “Parent Shares”). The applicable Stock Consideration and/or Cash Consideration, in the case of each case of clause (i) and clause (ii), without interest, the “Per Share Merger Consideration”. At the Effective Time, all of the Company Shares (other than Excluded Company Shares) shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Company Shares, and each non-certificated Company Share represented by book entry (each, a “Book Entry Company Share”), (other than in each case those representing Excluded Company Shares) shall thereafter represent only the right to receive, without interest, the Per Share Merger Consideration and (with respect to the Stock Consideration) the right, if any, to receive (A) pursuant to Section 4.2(e‎4.2(e) cash in lieu of fractional shares into which such Company Shares have been converted pursuant to this Section 4.1(a‎4.1(a) and (B) any distribution or dividend pursuant to Section 4.2(c‎4.2(c).