Common use of Conversion of Company Common Stock Clause in Contracts

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and extinguished, and each share of Company Common Stock which is issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as provided in Section 2.7)) shall be automatically converted into solely the right to receive in shares of Buyer Common Stock, the Common Merger Consideration.

Conversion of Company Common Stock. (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and extinguished, and each share of Company Common Stock which is issued and outstanding immediately prior to before the Effective Time (other than any Excluded Shares, Rollover Shares and Dissenting Shares (as provided in Section 2.7)Shares) shall be converted automatically converted into solely and shall thereafter represent only the right to receive in shares of Buyer Common Stock, the Common Offer Price (the “Merger Consideration”), without interest, payable upon surrender of such shares in accordance with Section 2.2.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will (other than any Company Common Stock to be canceled cancelled pursuant to Section 3.1(b)) shall be cancelled and extinguishedextinguished and be converted automatically into the right to receive one validly issued, fully paid and nonassessable share of NewCo Common Stock having the same designations, rights, powers and preferences, and each share the qualifications, limitations and restrictions thereof as the shares of Company Common Stock which is issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as provided in Section 2.7)) shall be automatically converted into solely the right to receive in shares of Buyer Common Stock, the Common Merger Considerationbeing so converted.

Conversion of Company Common Stock. Each By virtue of the Merger and without any further action on the part of Parent, the Company, Merger Sub or the holders of any of the Company’s capital stock, at the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time Time, but excluding any shares canceled pursuant to Section 1.6(b) and any Dissenting Shares, will be canceled automatically canceled, extinguished and extinguished, and each share of Company Common Stock which is issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as provided in Section 2.7)) shall be automatically converted into solely the right to receive in shares of Buyer the Per Share Common StockStock Consideration, the Common Merger Considerationwithout interest.

Conversion of Company Common Stock. Each By virtue of the Merger and without any further action on the part of Parent, Company, the Merger Sub or the holders of any of Company’s securities, at the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time Time, but excluding any shares canceled pursuant to Section 1.6(c) and any Dissenting Shares, will be canceled automatically canceled, extinguished and extinguished, and each share of Company Common Stock which is issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as provided in Section 2.7)) shall be automatically converted into solely the right to receive in shares of Buyer the Per Share Common StockStock Consideration, the Common Merger Considerationwithout interest.

Conversion of Company Common Stock. Each Except as otherwise provided below, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time of Merger I (including, but not limited to, each share of Company Preferred Stock converted into Company Common Stock), will be canceled and extinguished, extinguished and each share of Company Common Stock which is issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as provided in Section 2.7)) shall be automatically converted into solely the right to receive in shares of Buyer Common Stock, the Common Merger Consideration.receive:

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time Time, but excluding all Dissenting Shares and any Excluded Securities, will be canceled cancelled and extinguished, extinguished and each share of Company Common Stock which is issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as provided in Section 2.7)) shall be automatically converted into solely the right to receive in (i) that number of shares of Buyer Parent Common Stock, Stock equal to the Common Merger ConsiderationStock Exchange Ratio; (ii) cash equal to the Cash Exchange Ratio; and (iii) cash to be paid in lieu of fractional shares in accordance with Section 2.6(e).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and extinguished, and each share (other than any shares of Company Common Stock which is issued to be cancelled pursuant to Section 2.4(b) and outstanding immediately prior any "Dissenting Shares" (as defined and to the Effective Time (other than any Dissenting Shares (as extent provided in Section 2.72.4(h)) shall will be cancelled and extinguished and be converted automatically converted into solely the right to receive in 0.142636 shares of Buyer Parent Common Stock, Stock (the "Common Merger Consideration.Exchange Ratio");

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and extinguished, and each share of Company Common Stock which is Share issued and outstanding immediately prior to the Effective Time (other than any (i) Shares to be cancelled and retired in accordance with Section 2.09(a), and (ii) Dissenting Shares (as provided in Section 2.7)Shares) shall be automatically converted into solely the right to receive in shares of Buyer Common Stock, the Common Closing Per Share Merger Consideration, without interest.

Conversion of Company Common Stock. Each At the Effective Time, each share of Company Common Stock (after giving effect to the Company Preferred Stock Conversion and the Company Convertible Instrument Conversion, but excluding the Excluded Shares and Dissenting Shares, if any), issued and outstanding as of immediately prior to the Effective Time will be canceled and extinguished, and each share of Company Common Stock which is issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as provided in Section 2.7)) shall be automatically canceled and extinguished and converted into solely the right to receive in shares of Buyer Common Stock, (i) the Common Merger Per Share Stock Consideration and (ii) the Per Share Reserve Consideration.”

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and extinguished, and each share of Company Common Stock which is issued and outstanding immediately prior to the Effective Time (other than any shares to be cancelled in accordance with Section 2.1(b) and Dissenting Shares (as provided in Section 2.7)Shares) shall be automatically cancelled and converted into solely the right to receive the consideration set forth in shares of Buyer Common Stock, the Common Merger Considerationthis Section 2.1(c).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and extinguished, and each share of Company Common Stock which that is issued and outstanding immediately prior to before the Effective Time (other than excluding Dissenting Shares), will, by virtue of the Merger, and without further action on the part of any Dissenting Shares (as provided in Section 2.7)) shall holder thereof, be automatically converted into solely the right to receive in shares of Buyer Common Stockreceive, the Common Merger Consideration.and shall be exchangeable for (subject to Article 7):

Conversion of Company Common Stock. Each share of The Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and extinguished, and each share of Company Common Stock which is issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as provided shares to be canceled in accordance with Section 2.71.02(a)(ii)) shall be automatically converted into solely the right to receive in shares of Buyer Common Stock, the Common Merger Consideration.receive:

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and extinguished, and each share of Company Common Stock which that is issued and outstanding as of immediately prior to the Effective Time (other than any Dissenting Shares (as provided A) shares of Company Common Stock referenced in Section 2.7)2.1(b) and (B) Dissenting Shares) shall be automatically converted into solely cancelled without the right to receive in shares any portion of Buyer Common Stock, the Common Merger ConsiderationAggregate Consideration or any other payment and shall receive no consideration under this Agreement or pursuant to the Merger.

Conversion of Company Common Stock. Each At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.5(b)) will be canceled and extinguished, extinguished and each share of Company Common Stock which is issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as provided in Section 2.7)) shall be converted automatically converted into solely the right to receive in 6.2676504 shares of Buyer Parent Common Stock, Stock (the Common Merger Consideration“Exchange Ratio”).

Conversion of Company Common Stock. Each At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and extinguished, and each share (but after giving effect to the Conversion) (other than (a) any shares of Company Common Stock which is issued to be canceled pursuant to Section 2.1.3 and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as provided in Section 2.7)b) Dissenter Shares) shall be automatically converted into solely the right to receive in shares of Buyer the Total Per Share Common StockConsideration as set forth below, the Common Merger Consideration.at such time as is provided herein, subject to Section 2.1.7

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined and to the extent provided in Section 1.6(a)) will be canceled and extinguished, extinguished and each share of Company Common Stock which is issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as provided in Section 2.7)) shall be converted automatically converted into solely the right to receive in that number of shares of Buyer Acquiror Common Stock, Stock equal to the Common Merger ConsiderationExchange Ratio (as defined in Section 1.4(3)(i))).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and extinguished, and each share of Company Common Stock which is issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (Shares, as defined and to the extent provided in Section 2.71.7(a)) shall will at the Effective Time be canceled and extinguished and converted automatically converted into solely the right to receive in shares of Buyer Common Stock, the Common Merger Consideration.following consideration:

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and extinguished, and each share (other than any shares of Company Common Stock which is issued to be cancelled pursuant to Section 1.6(c) and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as provided shares, if any, held by Persons exercising dissenters rights in accordance with Section 2.7)1.10) shall be automatically converted and exchanged, without any action on the part of the holders thereof, into solely the right to receive in 0.0456093 shares of Buyer Parent Common Stock, Stock (the Common Merger Consideration"Exchange Ratio").

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and extinguished, and each share of Company Common Stock which is (as defined in Section 2.2) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(b) and any Dissenting Shares (as defined and to the extent provided in Section 2.71.7)) shall ), will be canceled and extinguished and be converted automatically converted into solely the right to receive upon surrender of the certificate representing such share of Company Common Stock in shares of Buyer Common Stock, the Common manner provided in Section 1.8 the following (the "Merger Consideration."):

Conversion of Company Common Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, Merger Sub, the Company or the Stockholders, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will shall be canceled and extinguishedautomatically converted into the right to receive, and each share without interest, the Applicable Per Share Merger Consideration as specified on Schedule 1.35 hereto. All fractional shares of Company Common Stock which is issued and outstanding immediately prior to held by the Effective Time (other than any Dissenting Shares (as provided in Section 2.7)) Stockholders shall be automatically converted into solely the right entitled to receive in shares of Buyer Common Stock, the Common Applicable Per Share Merger ConsiderationConsideration with respect to such fractional shares.

Conversion of Company Common Stock. Each share of common stock, no par value, of the Company (the "Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and extinguished, and each share of Company Common Stock which is Stock") issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as defined and to the extent provided in Section 2.71.7(a)) shall will be canceled and extinguished and be converted automatically converted into solely the right to receive in [ ] shares (the "Exchange Ratio") of Buyer common stock, par value $0.01 per share, of the Parent (the "Parent Common Stock, the Common Merger Consideration").

Conversion of Company Common Stock. Each At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior (other than (i) shares to the Effective Time be cancelled and retired in accordance with Section 2.01(a), and (ii) Dissenting Shares) will be canceled and extinguishedconverted into the right to receive $0.96 in cash, and each share without interest (the “Merger Consideration”), as adjusted pursuant to Section 2.04, whereupon such shares of Company Common Stock which is issued will no longer be outstanding and outstanding immediately prior will cease to the Effective Time (other than any Dissenting Shares (as provided in Section 2.7)) shall be automatically converted into solely the right to receive in shares of Buyer Common Stock, the Common Merger Considerationexist.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be cancelled pursuant to Section 2.6(b) and any Dissenting Shares) will be canceled cancelled and extinguished, extinguished and each share of Company Common Stock which is issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as provided in Section 2.7)) shall be converted automatically converted into solely the right to receive in that number of shares of Buyer Acquiror Common Stock, Stock equal to the Common Merger ConsiderationExchange Ratio.

Conversion of Company Common Stock. Each share of common stock, no par value, of the Company (the "Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and extinguished, and each share of Company Common Stock which is Stock") issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as defined and to the extent provided in Section 2.71.8(a)) shall will be canceled and extinguished and be converted automatically converted into solely the right to receive in 2.155 shares (the "Exchange Ratio") of Buyer Common the Parent Preferred Stock, the Common Merger Consideration.

Conversion of Company Common Stock. Each At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.4(b)) will be canceled and extinguished, extinguished and each share of Company Common Stock which is issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as provided in Section 2.7)) shall be converted automatically converted into solely the right to receive in 0.335598 shares of Buyer Parent Common Stock, subject to any adjustments made pursuant to Section 1.4(e) (the Common Merger Consideration“Exchange Ratio”).

Conversion of Company Common Stock. Each Other than any shares to be canceled pursuant to ‎Section 1.3(f), at the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and extinguished, and each share (including shares of Company Common Stock which is issued and outstanding immediately prior to upon the Effective Time (other than any Dissenting Shares (as provided Company Preferred Stock Conversion in Section 2.7accordance with ‎Section 1.3(b)) shall will be automatically converted into solely the right to receive in such number of shares of Buyer Parent Class A Common Stock, Stock equal to the Common Exchange Ratio (the “Per Share Merger Consideration”).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and extinguished, and each share of Company Common Stock which is issued and outstanding immediately prior to the Effective Time (other than any shares to be cancelled in accordance with Section 3.1(b) and Dissenting Shares (as provided in Section 2.7)Shares) shall be automatically cancelled and converted into solely the right to receive an amount in shares of Buyer Common Stock, cash equal to the Common Offer Price (the “Merger Consideration”).

Conversion of Company Common Stock. Each Subject to the other provisions of this Article II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and extinguishedTime, and each share of Company Common Stock which is issued and outstanding immediately prior to other than any Cancelled Shares, shall at the Effective Time (other than any Dissenting Shares (as provided in Section 2.7)) be converted automatically into and shall be automatically converted into solely thereafter represent the right to receive in shares of Buyer Common Stock, the Common Merger Consideration.receive

Conversion of Company Common Stock. Each By virtue of the Merger and without any further action on the part of Parent, the Company, Merger Sub or the holders of any of the Company’s securities, at the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time Time, but excluding any shares canceled pursuant to Section 1.6(b) and any Dissenting Shares, will be canceled automatically canceled, extinguished and extinguished, and each share of Company Common Stock which is issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as provided in Section 2.7)) shall be automatically converted into solely the right to receive in shares of Buyer the Per Share Common StockStock Consideration, the Common Merger Considerationwithout interest.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will (other than any Common Stock to be canceled cancelled pursuant to Section 2.01(b)) shall be cancelled and extinguishedextinguished and be converted automatically into the right to receive one validly issued, fully paid and nonassessable share of Holdings Common Stock having the same designations, rights, powers and preferences, and each share the qualifications, limitations and restrictions thereof as the shares of Company Common Stock which is issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as provided in Section 2.7)) shall be automatically converted into solely the right to receive in shares of Buyer Common Stock, the Common Merger Considerationbeing so converted.

Conversion of Company Common Stock. Each At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(b)) will be canceled and extinguished, extinguished and each share of Company Common Stock which is issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as provided in Section 2.7)) shall be converted automatically converted into solely the right to receive in shares six tenths (0.60) of Buyer a share of Parent Common Stock, subject to any adjustments made pursuant to Section 1.6(e) (the Common Merger Consideration“Exchange Ratio”), all of which shall have been registered pursuant to Section 5.1.

Conversion of Company Common Stock. Each At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and extinguished, and each share (other than any shares of Company Common Stock which is issued to be canceled pursuant to Section 1.5(b) and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as provided in Section 2.7defined below)) shall will be canceled and extinguished and be converted automatically converted into solely the right to receive in 0.4356 shares of Buyer Parent Common Stock, Stock (the Common Merger Consideration“Exchange Ratio”). An aggregate of 6,250,000 shares of Parent Company Stock shall be issued to the stockholders of the Company in connection with the Merger.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and extinguished, and each share of Company Common Stock which is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(b), and any Dissenting Shares (as provided in Section 2.7)) shall be automatically converted into solely the right to receive in shares of Buyer Common Stockcash, without interest, the Common Merger Consideration.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares to be canceled pursuant to Section 2.06(f) or constituting Dissenting Shares (as defined and to the extent provided in Section 2.07(a)) will be canceled cancelled and extinguishedextinguished and be converted automatically into the right to receive the Common Merger Consideration in the manner provided in Section 2.08, and each upon surrender of the certificate representing such share of Company Common Stock which is issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as provided in Section 2.7)) shall be automatically converted into solely the right to receive in shares of Buyer Common Stock, the Common Merger Consideration.. 38

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be Other than shares canceled and extinguishedin accordance with subsection (b) above, and each share of Common Stock, par value $0.01 per share ("Company Common Stock which is Stock"), of the Company, issued and outstanding immediately prior to the Effective Time (other than any excluding Dissenting Shares (as provided in Section 2.7Shares, if any)) , shall be automatically converted into solely the right to receive $12.50 in shares of Buyer Common Stock, cash without interest (the Common "Merger Consideration"). All such shares, by virtue of the Merger, shall no longer be outstanding and shall be canceled and retired and shall cease to exist.

Conversion of Company Common Stock. Each share of common stock of the Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and extinguishedTime, and each share of Company Common Stock which is issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as provided shares to be cancelled in accordance with Section 2.7)) 1.8.B, shall be automatically converted into solely the right to receive in shares the appropriate proportionate share of Buyer Common Stock, the Common Merger Consideration. All shares that have been converted into the right to receive a proportionate share of the Merger Consideration shall as of the Effective Time no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist.