Common use of Conversion of Company Common Stock Clause in Contracts

Conversion of Company Common Stock. (a) Each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (except for Dissenting Shares), shall, by virtue of the Merger and without any action on the part of the Company, the Parent, Acquisition or the holder thereof, be converted into the right to receive the Offer Price in cash, payable to the holder thereof, without any interest thereon, as soon as reasonably practicable after the surrender of the certificate(s) representing such Company Common Stock as provided in Section 2.12.

Conversion of Company Common Stock. (a) Each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (except for Dissenting other than Excluded Shares), shall, by virtue of the Merger and without any action on the part of the Company, the Parent, Acquisition or the holder thereof, ) shall automatically be converted into the right to receive cash in an amount, without interest, equal to the Tender Offer Price in cash, payable to (the holder thereof, without any interest thereon, as soon as reasonably practicable after the surrender of the certificate(s) representing such Company Common Stock as provided in Section 2.12“Merger Price”).

Conversion of Company Common Stock. (ai) Each share of the Company Common Stock issued and outstanding immediately prior to before the Effective Time (except for other than Excluded Shares and Dissenting Shares), shall, by virtue of the Merger and without any action on the part of the Company, the Parent, Acquisition or the holder thereof, ) shall be converted automatically into and shall thereafter represent only the right to receive the Offer Price in cash(the “Merger Consideration”), without interest and subject to any required withholding of Taxes, payable to the holder thereof, without any interest thereon, as soon as reasonably practicable after the upon surrender of the certificate(s) representing such Company Common Stock as provided shares in Section 2.12accordance with section 2.2.

Conversion of Company Common Stock. (a) Each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (except for other than Cancelled Shares and Dissenting Shares), shall, by virtue of the Merger and without any action on the part of the Company, the Parent, Acquisition or the holder thereof, ) will be converted into the right to receive receive, in cash and without interest, an amount equal to the Offer Price in cash, payable to (the holder thereof, without any interest thereon, as soon as reasonably practicable after the surrender of the certificate(s) representing such Company Common Stock as provided in Section 2.12“Merger Consideration”).

Conversion of Company Common Stock. (ai) Each share of the Company Common Stock issued and outstanding immediately prior to At the Effective Time (except for Dissenting Shares), shallTime, by virtue of the Merger and without any action on the part of the Companyholder of any shares of Company Common Stock or any shares of capital stock of Sub, the Parentsubject to Sections 2.01(b), Acquisition or the holder thereof2.01(d) and 2.02(e), each issued share of Company Common Stock shall be converted into the right to receive the Offer Price in cash, payable to the holder thereof, without any interest thereon, as soon as reasonably practicable after the surrender of the certificate(s) representing such Company Common Stock as provided in Section 2.12Per Share Mixed Election Consideration.

Conversion of Company Common Stock. (a) Each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (except for Dissenting Shares)shall be converted and exchanged, shall, by virtue of the Merger and without any action on the part of the Company, the Parent, Acquisition or the holder holders thereof, be converted into the right to receive 1.2582 shares of the Offer Price in cash, payable Parent Common Stock (the "Merger Consideration"). The Merger Consideration shall be distributed to such holders upon the terms and subject to the holder thereof, without any interest thereon, as soon as reasonably practicable after conditions of this Agreement and the surrender of the certificate(s) representing such Company Common Stock as provided in Section 2.12Reorganization Agreement.

Conversion of Company Common Stock. (ai) Each share of the Company Common Stock issued and outstanding immediately prior to before the Effective Time (except for other than Excluded Shares, Dissenting Shares and Company Restricted Shares), shall, by virtue of the Merger and without any action on the part of the Company, the Parent, Acquisition or the holder thereof, ) shall be converted automatically into and shall thereafter represent only the right to receive $1.40 per share (the Offer Price “Merger Consideration”), without interest and subject to applicable withholding in cashaccordance with Section 2.7, payable to the holder thereof, without any interest thereon, as soon as reasonably practicable after the upon surrender of the certificate(s) representing such Company Common Stock as provided shares in accordance with Section 2.122.2.

Conversion of Company Common Stock. (a) Each share of the Company Common Stock i)Each Share issued and outstanding immediately prior to the Effective Time (except for Dissenting Shares), shall, other than Shares to be canceled in accordance with Section 2.1(b) and other than Shares owned by virtue Sub in the event of the Merger and without any action on the part of the Company, the Parent, Acquisition or the holder thereof, a Reverse Merger) shall be converted into the right to receive the Exchange Offer Price in cash, payable to Consideration (the holder thereof, without any interest thereon, as soon as reasonably practicable after the surrender of the certificate(s) representing such Company Common Stock as provided in Section 2.12"MERGER CONSIDERATION").

Conversion of Company Common Stock. (a) Each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (except for other than any Cancelled Shares and any Dissenting Shares), shall, by virtue of the Merger and without any action on the part of the Company, the Parent, Acquisition or the holder thereof, ) shall be converted into the right to receive the Offer Price in cash, payable to the holder thereof, without any interest thereon, as soon as reasonably practicable after the surrender of the certificate(s) representing such Company Common Stock as provided in Section 2.12Per Share Merger Consideration.

Conversion of Company Common Stock. (a) Each share of the Company Common Stock issued and outstanding immediately prior to At the Effective Time (except for Dissenting Shares), shallTime, by virtue of the Merger and without any action on the part of Parent, the Company, any holder of Company Stock or any other Person, each share of Company Common Stock that is issued and outstanding as of immediately prior to the Parent, Acquisition or the holder thereof, Effective Time (other than (A) shares of Company Common Stock referenced in Section 2.1(b) and (B) Dissenting Shares) shall be converted into the right to receive the Offer Price in cash, payable to the holder thereof, without any interest thereon, as soon as reasonably practicable after the surrender applicable portion of the certificate(s) representing such Company Common Stock Aggregate Consideration as provided in Section 2.12set forth on the Allocation Schedule.

Conversion of Company Common Stock. (a) Each share of the Company Common Stock issued and outstanding immediately prior to At the Effective Time (except for Dissenting SharesTime, in each case subject to Section 1.4(d), shall, by virtue of the Merger and without any action on the part of the Company, the Parent, Acquisition Parties or the holder thereof, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) shall be converted into the right to receive the Offer Price an amount in cash, payable without interest, equal to the holder thereof, without any interest thereon, as soon as reasonably practicable after the surrender of the certificate(s) representing such Company Common Stock as provided in Section 2.12Per Share Purchase Price.

Conversion of Company Common Stock. (a) Each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (except for other than Excluded Shares and Dissenting Shares), shall, by virtue of the Merger and without any action on the part of the Company, the Parent, Acquisition or the holder thereof, ) will be converted into the right to receive receive, in cash and without interest, an amount equal to the Offer Price in cash, payable to (the holder thereof, without any interest thereon, as soon as reasonably practicable after the surrender of the certificate(s) representing such Company Common Stock as provided in Section 2.12“Merger Consideration”).

Conversion of Company Common Stock. (a) Each share of the Company Common Stock that is issued and outstanding immediately prior to the First Effective Time (except for Dissenting other than Cancelled Shares), ) shall, by virtue subject to the terms and conditions of the Merger and without any action on the part of the Company, the Parent, Acquisition or the holder thereofthis Agreement, be converted into the right to receive (without interest) the Offer Price in cashfollowing consideration, payable as set forth herein: a certificate or book entry reflecting, for each share of Company Common Stock, a number of shares of Parent Common Stock equal to the holder thereof, without any interest thereon, as soon as reasonably practicable after the surrender of the certificate(s) representing such Company Per Common Share Stock as provided in Section 2.12Consideration.

Conversion of Company Common Stock. (ai) Each share of the Company Common Stock issued and outstanding immediately prior to before the Effective Time (except for other than Excluded Shares and Dissenting Shares), shall, by virtue of the Merger and without any action on the part of the Company, the Parent, Acquisition or the holder thereof, but including Company Warrant Shares) shall be converted automatically into and shall thereafter represent only the right to receive $0.05664 per share in cash (the Offer Price “Merger Consideration”), without interest and subject to applicable withholding in cashaccordance with Section ‎2.7, payable to the holder thereof, without any interest thereon, as soon as reasonably practicable after the upon surrender of the certificate(s) representing such Company Common Stock as provided shares in accordance with Section 2.12‎2.2.

Conversion of Company Common Stock. (a) Each share At the Effective Time, each of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (except for other than Dissenting Shares and Excluded Shares), if any) shall, by virtue of the Merger and without any action on the part of the Company, the Parent, Acquisition or the holder thereof, be converted into the right to receive an amount in cash of Nine and 17/100ths Dollars ($9.17) (the Offer Price in cash, payable to the holder thereof, without any interest thereon, as soon as reasonably practicable after the surrender of the certificate(s) representing such Company Common Stock as provided in Section 2.12"Merger Consideration").

Conversion of Company Common Stock. (a) Each share of the Company Common ---------------------------------- Stock issued and outstanding immediately prior to the Merger Effective Time (except for other than Merger Dissenting Shares), shall, by virtue of the Merger and without any action on the part of the Company, the Parent, Acquisition or the holder thereof, ) shall be converted into and represent the right to receive the Offer Price in cash, payable to the holder thereof, without any interest thereon, as soon as reasonably practicable after the surrender one share of the certificate(s) representing such Company Surviving Corporation Common Stock as provided in Section 2.12Stock.

Conversion of Company Common Stock. (a) Each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time other than Excluded Shares or Dissenting Shares (except for Dissenting Sharesas defined in Section 2.6(d), shall, by virtue of the Merger and without any action on the part of the Company, the Parent, Acquisition or the holder thereof, ) shall be converted into the right to receive the Offer Price Per Share Amount in cash, cash payable to the holder thereof, without any interest thereon, as soon as reasonably practicable after the thereof upon surrender of the certificate(s) certificate formerly representing such Company Common Stock as provided in Section 2.12Share.

Conversion of Company Common Stock. (ai) Each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (except for other than (A) shares of Company Common Stock to be canceled in accordance with Section 2.1(b) and (B) any Dissenting Shares), shall, by virtue of the Merger and without any action on the part of the Company, the Parent, Acquisition or the holder thereof, ) shall be converted into the right to receive the Offer Price $12.00 in cash, payable to without interest (the holder thereof, without any interest thereon, as soon as reasonably practicable after the surrender of the certificate(s) representing such Company Common Stock as provided in Section 2.12“Merger Consideration”).

Conversion of Company Common Stock. (a) Each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (except for Dissenting Shares)Time, shall, other than shares owned by virtue of the Merger and without Company or any action on the part Subsidiary of the Company, the Parentwhich shall be governed by Section 2.06(a)(i), Acquisition or the holder thereof, shall be converted into the right to receive the Offer Price in cash, payable to the holder thereof, without any interest thereon, as soon as reasonably practicable after the surrender portion of the certificate(s) representing such Merger Consideration as set forth on the Company Common Stock as provided in Section 2.12Distribution Table.

Conversion of Company Common Stock. (a) Each share of the Company Common Stock that is issued and outstanding immediately prior to before the Effective Time (except for excluding Dissenting Shares), shallwill, by virtue of the Merger Merger, and without any further action on the part of the Company, the Parent, Acquisition or the any holder thereof, be automatically converted into the right to receive the Offer Price in cashreceive, payable and shall be exchangeable for (subject to the holder thereof, without any interest thereon, as soon as reasonably practicable after the surrender of the certificate(s) representing such Company Common Stock as provided in Section 2.12.Article 7):

Conversion of Company Common Stock. (a1) Each At the Effective Time, each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (except for Dissenting other than shares to be cancelled in accordance with Section 2.1(b) and the Appraisal Shares), shallincluding shares subject to restrictions or forfeiture conditions relating to time, by virtue of the Merger and without any action on the part of the Companyperformance or otherwise, the Parent, Acquisition or the holder thereof, shall be converted into the right to receive the Offer Price $3.20 in cash, payable to without interest (the holder thereof, without any interest thereon, as soon as reasonably practicable after the surrender of the certificate(s) representing such Company Common Stock as provided in Section 2.12“Merger Consideration”).

Conversion of Company Common Stock. (ai) Each share of the Company Common Stock issued and outstanding immediately prior to At the Effective Time (except for Dissenting Shares), shallTime, by virtue of the Merger and without any action on the part of the Companyholder of any shares of Company Common Stock or any shares of capital stock of Merger Sub, the Parentsubject to Section 2.01(b), Acquisition or the holder thereofSection 2.01(d), Section 2.01(e) and Section 2.02(h), each outstanding share of Company Common Stock shall be converted into the right to receive the Offer Price $40.00 in cash, payable to without interest (the holder thereof, without any interest thereon, as soon as reasonably practicable after the surrender of the certificate(s) representing such Company Common Stock as provided in Section 2.12“Merger Consideration”).

Conversion of Company Common Stock. (a) Each share 1. At the Effective Time, the holders of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (except for Dissenting other than shares to be cancelled pursuant to Section C below) shall be entitled to receive in the aggregate such number of shares of Acquiror Common Stock (the "Merger Shares), shall, by virtue of ") as is equal to (i) the Merger and without any action on the part of the Company, the Parent, Acquisition or the holder thereof, be converted into the right to receive the Offer Price in cash, payable to the holder thereof, without any interest thereon, Consideration (as soon as reasonably practicable after the surrender of the certificate(s) representing such Company Common Stock as provided defined in Section 2.12E below) less (ii) all Assumed Option Shares (as defined below).

Conversion of Company Common Stock. (a) Each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (except for not including, however, Dissenting Shares), shall, by virtue of the Merger and without any action on the part of the Company, the Parent, Acquisition or the holder thereof, ) shall be converted into and become the right to receive the Offer Price an amount in cash, payable to the holder thereof, cash (without any interest thereon, as soon as reasonably practicable after the surrender of the certificate(sinterest) representing such Company Common Stock as provided in Section 2.12.equal to:

Conversion of Company Common Stock. (a) Each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (except for other than Dissenting Shares), shall, Shares and shares of Company Capital Stock owned by virtue of the Parent or Merger and without any action on the part of the Company, the Parent, Acquisition or the holder thereof, Sub) shall be converted at the Effective Time into the right to receive the Offer Price an amount in cash, payable cash equal to the holder thereof, without any interest thereon, as soon as reasonably practicable after the surrender of the certificate(s) representing such Company Common Stock as provided in Section 2.12Per Share Cash Amount.

Conversion of Company Common Stock. (a) Each share of the Company Common Stock issued and outstanding immediately prior to At the Effective Time (except for Dissenting Shares), shallTime, by virtue of the Merger and without any action on the part of the Company, the Parent, Acquisition or the holder thereof, each share of Company Common Stock outstanding immediately prior to the Effective Time (other than Roll-Over Shares, Treasury Securities and Dissenting Shares, if any) shall automatically be converted into the right to receive the Offer Price in cashreceive, payable and each certificate which immediately prior to the holder thereofEffective Time represented a share of Company Common Stock shall evidence solely the right to receive, without any interest thereon, as soon as reasonably practicable after $20.00 in cash (the "Merger Consideration") upon surrender of the certificate(s) certificate formerly representing such Company Common Stock as provided in Section 2.123.5.

Conversion of Company Common Stock. (a) Each share of the Company Common Stock issued and outstanding immediately prior to At the Effective Time (except for Dissenting Shares), shallTime, by virtue of the Merger and without any action on the part of the CompanyParent, Merger Sub, the Parent, Acquisition Company or the holder thereof, be converted into the right to receive the Offer Price in cash, payable to the holder thereof, without any interest thereon, as soon as reasonably practicable after the surrender holders of the certificate(s) representing such Company Common Stock, each share of Company Common Stock as provided in Section 2.12.(all shares of Company Common Stock being collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than any Shares

Conversion of Company Common Stock. (a) Each At the Effective Time, each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (except for other than (i) shares of Company Common Stock to be cancelled pursuant to Section 3.1(c) and (ii) Dissenting Shares), ) shall, by virtue of the Merger and without any action on the part of the Company, the Parent, Acquisition or the holder thereof, be converted into the right to receive the Offer Price $12.50 in cash, payable to the holder thereof, without any interest thereon, as soon as reasonably practicable after thereon (the surrender of the certificate(s) representing such Company Common Stock as provided in Section 2.12“Merger Consideration”).

Conversion of Company Common Stock. (a) Each Except as otherwise provided in Section 1.08(b), each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (except for Dissenting Shares), shall, by virtue of the Merger and without any action on the part of the Company, the Parent, Acquisition or the holder thereof, be converted into the right to receive an amount in cash, without interest, equal to the Offer Price in cash, payable (subject to any applicable withholding Tax) (the holder thereof, without any interest thereon, as soon as reasonably practicable after the surrender of the certificate(s) representing such Company Common Stock as provided in Section 2.12.“Merger Consideration”);