Common use of Share Consideration for the Merger; Conversion or Cancellation of Shares in the Merger Clause in Contracts

Share Consideration for the Merger; Conversion or Cancellation of Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any Shares or capital stock of Newco: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as hereinafter defined) and any Shares owned by any of the Parent Companies or any of the Company’s direct or indirect wholly owned subsidiaries or held in the treasury of the Company) shall, by virtue of the Merger and without any action on the part of Newco, the Company or the holder thereof, be cancelled and extinguished and converted into the right to receive, pursuant to Section 4.4, the Per Share Amount in cash (the “Merger Consideration”), payable to the holder thereof, without interest thereon, less any required withholding of Taxes, upon the surrender of the certificate formerly representing such Share. (b) At the Effective Time, each Share issued and outstanding and owned by any of the Parent Companies or any of the Company’s direct or indirect wholly owned subsidiaries or held in the treasury of the Company immediately prior to the Effective Time shall cease to be outstanding (if applicable), be cancelled and retired without payment of any consideration therefor and cease to exist. (c) At the Effective Time, each share of common stock of Newco issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Share Consideration for the Merger; Conversion or Cancellation of Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Newco, the Company, the Surviving Corporation or the holders of any Shares or capital stock outstanding shares of Newcothe Company’s Common Stock (collectively, the “Shares,” and each, a “Share”), each Share shall be treated as follows: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any those Shares which are Dissenting Shares (as hereinafter defined) and any Shares shares owned by Parent, Newco or any direct or indirect wholly-owned Subsidiary of Parent (collectively, “Parent Companies”) or by the Parent Companies Company or any of the Company’s direct or indirect wholly wholly-owned subsidiaries or held in the treasury of the Company) shallSubsidiaries), by virtue of the Merger and without any action on the part of Newco, the Company or the holder thereof, shall be cancelled and extinguished and converted into the right to receivereceive from Parent, pursuant to Section 4.41.8, an amount equal to the Per Share Amount in cash (the “Merger Consideration”), payable to the holder thereof, thereof without interest thereon, less any required withholding of Taxes, upon the surrender of the certificate formerly representing such Share. (b) At the Effective Time, each Each Share issued and outstanding and owned by any of the Parent Companies or the Company or any of the Company’s direct or indirect wholly wholly-owned subsidiaries or held in the treasury of the Company Subsidiaries shall immediately prior to the Effective Time shall cease to be outstanding (if applicable)outstanding, be cancelled and retired retired, without payment of any consideration therefor therefor, and shall cease to exist. (c) At the Effective Time, each Each share of common stock of Newco issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Share Consideration for the Merger; Conversion or Cancellation of Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Newco, the Company, the Surviving Corporation or the holders of any Shares or capital stock outstanding shares of Newcothe Company’s Capital Stock described in Section 4.2 below, each share of such Capital Stock (collectively, the “Shares,” and each, a “Share”) shall be treated as follows: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as hereinafter defineddefined below) and any Shares owned by Parent, Newco or any direct or indirect wholly-owned Subsidiary of the Parent Companies (collectively, “Parent Companies”) or by any of the Company’s direct or indirect wholly wholly-owned subsidiaries or held in the treasury of the CompanySubsidiaries) shall, by virtue of the Merger and without any action on the part of Newco, the Company or the holder thereof, shall be cancelled and extinguished and converted into the right to receive, pursuant to Section 4.43.3, the Per an amount equal to $6.50 per Share Amount in cash (the “Merger Consideration”), payable to the holder thereof, without interest thereon, less any required withholding of Taxes, upon the surrender of the certificate formerly representing such Share. (b) At the Effective Time, each Each Share issued and outstanding and owned by any of the Parent Companies or any of the Company’s direct or indirect wholly wholly-owned subsidiaries or held in the treasury of the Company Subsidiaries immediately prior to the Effective Time shall cease to be outstanding (if applicable)outstanding, be cancelled and retired retired, without payment of any consideration therefor therefor, and shall cease to exist. (c) At the Effective Time, each Each share of common stock of Newco issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Share Consideration for the Merger; Conversion or Cancellation of Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of Eastern, Newco, the Company, the Surviving Corporation or the holders of any Shares or capital stock outstanding shares of Newcothe Company’s Common Stock (collectively, the “Shares,” and each, a “Share”), each Share shall be treated as follows: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any those Shares which are Dissenting Shares (as hereinafter defined) and any Shares shares owned by Eastern, Newco or any direct or indirect wholly-owned Subsidiary of Eastern (collectively, “Eastern Companies”) or by the Parent Companies Company or any of the Company’s direct or indirect wholly wholly-owned subsidiaries or held in the treasury of the Company) shallSubsidiaries), by virtue of the Merger and without any action on the part of Newco, the Company or the holder thereof, shall be cancelled and extinguished and converted into the right to receivereceive from Eastern, pursuant to Section 4.41.8, an amount equal to the Per Share Amount in cash (the “Merger Consideration”), payable to the holder thereof, thereof without interest thereon, less any required withholding of Taxes, upon the surrender of the certificate formerly representing such Share. (b) At the Effective Time, each Each Share issued and outstanding and owned by any of the Parent Eastern Companies or the Company or any of the Company’s direct or indirect wholly wholly-owned subsidiaries or held in the treasury of the Company Subsidiaries shall immediately prior to the Effective Time shall cease to be outstanding (if applicable)outstanding, be cancelled and retired retired, without payment of any consideration therefor therefor, and shall cease to exist. (c) At the Effective Time, each Each share of common stock of Newco issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.