Common use of Conversion of Company Common Stock Clause in Contracts

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.1(b)) shall thereupon be converted automatically into and shall thereafter represent solely the right to receive an amount in cash equal to $60.00 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 canceled and shall cease to exist, and the holders immediately prior to the Effective Time of shares of Company Common Stock not represented by certificates (“Book-Entry Shares”) and the holders of certificates that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Book-Entry Share or Certificate in accordance with Section 2.2(b) without interest (subject to any applicable withholding Tax).

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.1(b)3.1(b) and shares for which the holders thereof properly demanded appraisal as provided in Section 3.3) shall thereupon be converted automatically at the Effective Time into and shall thereafter represent solely the right to receive an amount the Offer Price in cash equal to $60.00 cash, 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 canceled and shall cease to exist, and each holder of a certificate (or, in the holders immediately prior to the Effective Time case of uncertificated shares, evidence of shares of Company Common Stock not represented by certificates (“Bookin book-Entry Shares”entry form) and the holders of certificates that which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Book-Entry Share or Certificate in accordance with Section 2.2(b) 3.2(b), without interest (subject to any applicable withholding Tax)interest.

Conversion of Company Common Stock. Each Subject to Section 2.1(b), Section 2.1(e) and Section 2.1(f), each issued and outstanding share of common stock, par value $0.01 per share, of the Company outstanding immediately prior to the Effective Time (such shares, collectively, “Company Common Stock (Stock,” and each, a “Share”), other than shares to be canceled in accordance with Section 2.1(b)) any Excluded Shares, shall thereupon be converted automatically into and shall thereafter represent solely the right to receive an amount $2.50 in cash equal to $60.00 without any interest thereon and net of any withholdings for Taxes (the “Merger Consideration”). As of All Shares that have been converted into the Effective Time, all such shares of Company Common Stock right to receive the Merger Consideration as provided in this Section 2.1 shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and the holders immediately prior to the Effective Time of shares of Company Common Stock not non-certificated Shares represented by certificates book-entry (“Book-Entry Shares”) and the holders of or certificates that which immediately prior to the Effective Time represented any such shares of Company Common Stock Shares (each, a “CertificateCertificates”) shall cease to have any rights with respect thereto, except to such Shares other than the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such certificate or Book-Entry Share or Certificate in accordance with Section 2.2(b) without interest (subject to any applicable withholding Tax)2.2.

Conversion of Company Common Stock. Each issued and outstanding Except as otherwise provided in Section 2.09(d), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.1(b)Excluded Shares) shall thereupon automatically be converted automatically into and shall thereafter represent solely the right to receive cash in an amount in cash amount, without interest, equal to $60.00 without interest the Offer Price (the “Per Share Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and the holders immediately prior to the Effective Time each holder of a certificate representing any such shares of Company Common Stock not represented by certificates (a “Certificate”) or book-entry shares (“Book-Entry Shares”) and the holders of certificates that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”other than Excluded Shares) shall cease to have any rights with respect theretoto such shares, except except, in all cases, the right to receive the Per Share Merger Consideration to be paid in consideration therefor upon surrender of such Book-Entry Share or Certificate Consideration, without interest, in accordance with Section 2.2(b) without interest (2.10. The right of any holder of any share of Company Common Stock to receive the Per Share Merger Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable withholding Tax)Law.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than (i) shares of Company Common Stock to be canceled in accordance with Section 2.1(b)2.01(b) and (ii) Appraisal Shares, which shall be treated in accordance with Section 2.08) shall thereupon be converted automatically into and shall thereafter represent solely only the right to receive an amount in cash equal to $60.00 10.50 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 canceled and shall cease to exist, and the holders immediately prior to the Effective Time each holder of shares of Company Common Stock not represented by certificates (“Book-Entry Shares”) and the holders of certificates that a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Share Certificate”) or non-certificated shares of Company Common Stock held in book-entry form (each, a “Book-Entry Share”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Book-Entry Share or Certificate in accordance with Section 2.2(b) without interest (subject to any applicable withholding Tax)therefor.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than Dissenting Shareholder Shares and shares to be canceled cancelled in accordance with Section 2.1(b)) shall thereupon be converted automatically into and shall thereafter represent solely the right to receive an amount in cash equal to $60.00 53.00, 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 canceled cancelled and shall cease to exist, and the holders immediately prior to the Effective Time of shares of Company Common Stock not represented by certificates (“Book-Entry Shares”) and the holders of certificates that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Book-Entry Share or Certificate in accordance with Section 2.2(b) without interest (subject to any withholding of applicable withholding TaxTax in accordance with Section 2.5) and any “stub period” cash dividend declared in accordance with Section 5.1(a)(iii).

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than (i) shares to be canceled in accordance with Section 2.1(b), (ii) Dissenting Shares, (iii) the Company Restricted Shares and (iv) the Company Stock Rights) shall thereupon be converted automatically into and shall thereafter represent solely the right to receive an amount $4.50 in cash equal to $60.00 cash, 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 canceled and shall cease to exist, and the holders immediately prior to the Effective Time each holder of a certificate (a “Certificate”), or un-certificated book-entry shares of Company Common Stock not represented by certificates (“Book-Entry Shares”) and the holders of certificates that ), which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Certificate or Book-Entry Share or Certificate Shares in accordance with Section 2.2(b) ), without interest (subject to any applicable withholding Tax)interest.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than Dissenting Shareholder Shares and shares to be canceled in accordance with Section 2.1(b)) shall thereupon be converted automatically into and shall thereafter represent solely the right to receive an amount in cash equal to $60.00 25.00 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 canceled and shall cease to exist, and the holders immediately prior to the Effective Time of shares of Company Common Stock not represented by certificates (“Book-Entry Shares”) and the holders of certificates that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Book-Entry Share or Certificate in accordance with Section 2.2(b) without interest (subject to any applicable withholding Tax).

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.1(b)3.1(b) and Dissenting Shares) shall thereupon be converted automatically into into, and shall thereafter represent solely represent, the right to receive an amount the Offer Price in cash equal to $60.00 without interest (the “Merger Consideration”), subject to any applicable withholding Tax. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and the holders immediately prior to the Effective Time of shares of Company Common Stock not represented by certificates (“Book-Entry Shares”) and the holders of certificates that which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Book-Entry Share or Certificate in accordance with Section 2.2(b3.2(b) without interest (subject to any applicable withholding Tax).

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than (i) shares to be canceled in accordance with Section 2.1(b), and (ii) Dissenting Shares) shall thereupon be converted automatically into and shall thereafter represent solely the right to receive an amount in cash equal to $60.00 81.50 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 canceled and shall cease to exist, and the holders immediately prior to the Effective Time of shares of Company Common Stock not represented by certificates (“Book-Entry Shares”) and the holders of certificates that certificates, which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) ), shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Book-Entry Share or Certificate in accordance with Section 2.2(b) 2.2, without interest (subject to any applicable withholding Tax).

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than (i) Common Appraisal Shares to be treated in accordance with Section 2.06 and (ii) shares of Company Common Stock to be canceled in accordance with Section 2.1(b2.01(b)) shall thereupon be converted automatically into and shall thereafter represent solely only the right to receive an amount in cash equal to $60.00 56.00 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 canceled and shall cease to exist, and the holders immediately prior to the Effective Time each holder of shares of Company Common Stock not represented by certificates (“Book-Entry Shares”) and the holders of certificates that a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) or non-certificated shares of Company Common Stock held in book entry form (each, a “Book Entry Share”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Book-Certificate or Book Entry Share or Certificate in accordance with Section 2.2(b) without interest (subject to any applicable withholding Tax2.02(b).

Conversion of Company Common Stock. Each issued and outstanding share Share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.1(b)3.1(b) and Dissenting Shares) shall thereupon be converted automatically into and shall thereafter represent solely the right to receive an amount in cash equal to $60.00 the Offer Price, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and the holders immediately prior to the Effective Time of shares of Company Common Stock not represented by certificates each holder of: (“Book-Entry Shares”i) and the holders of certificates that immediately prior to the Effective Time a certificate which represented any such shares of Company Common Stock Shares (each, a “Certificate”), or (ii) any non-certificated Shares represented by a book-entry (each, a “Book-Entry Share”), in each case, that were outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Certificate or Book-Entry Share or Certificate Shares in accordance with Section 2.2(b) 3.2(b), without interest (subject to any applicable withholding Tax)interest.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than Dissenting Shareholder Shares and shares to be canceled cancelled in accordance with Section 2.1(b)) shall thereupon be converted automatically into and shall thereafter represent solely the right to receive an amount in cash equal to $60.00 53.00 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 canceled cancelled and shall cease to exist, and the holders immediately prior to the Effective Time of shares of Company Common Stock not represented by certificates (“Book-Entry Shares”) and the holders of certificates that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Book-Entry Share or Certificate in accordance with Section 2.2(b) without interest (subject to any withholding of applicable withholding TaxTax in accordance with Section 2.5) and any “stub period” cash dividend declared in accordance with Section 5.1(a)(iii).

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than shares to be canceled cancelled in accordance with Section 2.1(b), Rollover Shares and Dissenting Shares) shall thereupon be converted automatically into and shall thereafter represent solely the right to receive an amount in cash equal to $60.00 25.75 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 canceled cancelled and shall cease to exist, and the holders immediately prior to the Effective Time each holder of shares of Company Common Stock not represented by certificates (“Book-Entry Shares”) and the holders of certificates that a certificate, which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”), or non-certificated shares of Company Common Stock represented by book-entry shares (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Book-Entry Share or Certificate in accordance with Section 2.2(b) ), without interest (subject to any applicable withholding Tax)interest.”

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than shares (i) Appraisal Shares to be canceled treated in accordance with Section 2.1(b)2.07 and (ii) Owned Company Shares) shall thereupon be converted automatically into and shall thereafter represent solely only the right to receive an amount $37.50 in cash equal to $60.00 cash, 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 canceled and shall cease to exist, and the holders immediately prior to the Effective Time each holder of shares of Company Common Stock not represented by certificates (“Book-Entry Shares”) and the holders of certificates that a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) or non-certificated shares of Company Common Stock held in book entry form (each, a “Book Entry Share”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Book-Certificate or Book Entry Share or Certificate in accordance with Section 2.2(b) without interest (subject to any applicable withholding Tax2.02(b).

Conversion of Company Common Stock. Each issued At the Effective Time, by virtue of the Merger and outstanding without any action on the part of Parent, Merger Sub, the Company or the holders of the Company Common Stock, each share of Company Common Stock (all shares of Company Common Stock being collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than shares any Shares to be canceled in accordance with cancelled or converted pursuant to Section 2.1(b)2.04(b) and Dissenting Shares) shall thereupon be converted automatically into and shall thereafter represent solely the right to receive an amount $7.05 in cash equal to $60.00 without interest thereon (the “Merger Consideration”). As Each holder of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and the holders a certificate or certificates which immediately prior to the Effective Time of represented any Shares (“Certificates”) or book-entry shares of Company Common Stock not which immediately prior to the Effective Time represented by certificates any Shares (“Book-Entry Shares”) and the holders of certificates that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter cease to have any rights with respect thereto, thereto except (A) the right to receive the Merger Consideration Consideration, to be paid paid, without interest, in consideration therefor upon surrender of such Certificate or transfer of the Book-Entry Share or Certificate Shares in accordance with Section 2.2(b3.01(b) without interest (subject to any applicable withholding Taxor in the case of a lost, stolen or destroyed Certificate, Section 3.01(g)) or (B) as provided by Law.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than excluding any shares of Company Common Stock to be canceled in accordance with cancelled pursuant to Section 2.1(b1.5(b)) shall thereupon be converted automatically into and shall thereafter represent solely the right to receive an amount in cash equal to $60.00 without interest 4.50 (the “"Merger Consideration”"), without any interest thereon. As All of the Effective Time, all such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Section 1.5(a) shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to existexist as of the Effective Time, and the holders each certificate (or evidence of shares in book-entry form) that, immediately prior to the Effective Time of shares of Company Common Stock not represented by certificates (“Book-Entry Shares”) and the holders of certificates that immediately prior to the Effective Time Time, represented any such shares of Company Common Stock (eacheach such certificate or evidence, a “"Certificate”") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Book-Entry Share or Certificate in accordance with Section 2.2(b) ), without interest (subject to any applicable withholding Tax)interest.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock, including Restricted Stock (each, a “Share” and collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time, other than shares Shares to be canceled cancelled in accordance with Section 2.1(b)2.01(a)(ii) and other than Dissenting Shares, shall thereupon automatically be converted automatically into and shall thereafter represent solely the right to receive an amount the Offer Price in cash equal to $60.00 cash, without interest (the “Merger Consideration”). As , and all of the Effective Timesuch Shares shall cease to be outstanding, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and the holders immediately prior to the Effective Time of shares of Company Common Stock not each certificate representing a Share (a “Certificate”) or non-certificated Share represented by certificates book-entry (“Book-Entry Shares”) and the holders of certificates that immediately prior to the Effective Time formerly represented any such shares of Company Common Stock the Shares (each, a “Certificate”other than Shares to be cancelled in accordance with Section 2.01(a)(ii) and other than Dissenting Shares) shall thereafter cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Book-Entry Share or Certificate in accordance with Section 2.2(b) without interest (thereon, subject to any applicable withholding Tax)Section 2.05.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.1(b)7(b) shall thereupon or shares for which the holders thereof properly demanded appraisal as provided in Section 9)shall be converted automatically into and shall thereafter represent solely the right to receive an amount $64.00 in cash equal to $60.00 or any higher price paid for each share of Company Common Stock in the Offer, 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 canceled and shall cease to exist, and each holder of a certificate (or, in the holders immediately prior to the Effective Time case of uncertificated shares, evidence of shares of Company Common Stock not represented by certificates (“Bookin book-Entry Shares”entry form) and the holders of certificates that which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Book-Entry Share or Certificate in accordance with Section 2.2(b) 10(b), without interest (subject to any applicable withholding Tax)interest.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock as of immediately prior to the Effective Time (other than (i) Appraisal Shares to be treated in accordance with Section 2.07 and (ii) shares of Company Common Stock to be canceled in accordance with Section 2.1(b2.01(b)) shall thereupon be converted automatically into and shall thereafter represent solely only the right to receive an amount $22.60 in cash equal to $60.00 cash, 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 canceled and shall cease to exist, and the holders immediately prior to the Effective Time each holder of shares of Company Common Stock not represented by certificates (“Book-Entry Shares”) and the holders of certificates that a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) or non-certificated shares of Company Common Stock held in book entry form (each, a “Book Entry Share”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Book-Certificate or Book Entry Share or Certificate in accordance with Section 2.2(b) without interest (subject to any applicable withholding Tax2.02(b).

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.1(b)) and Dissenting Shares) shall thereupon be converted automatically into and shall thereafter represent solely the right to receive an amount $11.10 in cash equal to $60.00 cash, 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 canceled and shall cease to exist, and the holders immediately prior to the Effective Time of shares of Company Common Stock not represented by certificates each holder of: (“Book-Entry Shares”i) and the holders of certificates that immediately prior to the Effective Time a certificate which represented any such shares of Company Common Stock (each, a “Certificate”), or (ii) any non-certificated shares of Company Common Stock represented by a book-entry (each, a “Book-Entry Share”), in each case, that were outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Book-Certificate or Book Entry Share or Certificate Shares in accordance with Section 2.2(b) ), without interest (subject to any applicable withholding Tax)interest.

Conversion of Company Common Stock. Each issued and outstanding Subject to Section 3.1(b), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled of Company Restricted Stock (which are addressed in accordance with Section 2.1(b3.3), Cancelled Shares, Dissenting Shares, and Remainder Shares) shall thereupon be automatically converted automatically into and shall thereafter represent solely the right to receive an amount $120.00 in cash equal to $60.00 cash, without interest (the “Merger Consideration”). As of From and after the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and the holders immediately prior to the Effective Time of (including all uncertificated shares of Company Common Stock not represented by certificates book-entry form (“Book-Entry Shares”) and the holders of certificates that each certificate that, immediately prior to the Effective Time Time, represented any such shares of Company Common Stock (each, a “Certificate”)) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each applicable holder of such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon the surrender of such Book-Entry Share or Certificate shares of Company Common Stock in accordance with Section 2.2(b) without interest (subject to any applicable withholding Tax)3.2.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled or converted into shares of common stock of the Surviving Corporation in accordance with Section 2.1(b)2.01(b) and any Dissenting Shares) shall thereupon be converted automatically into and shall thereafter represent solely the right to receive an amount amount, in cash cash, equal to $60.00 44.75, 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 canceled and shall cease to exist, and the holders immediately prior to the Effective Time each holder of shares of Company Common Stock not represented by certificates (“Book-Entry Shares”) and the holders of certificates a certificate that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and each holder of shares of Company Common Stock held in uncertificated book-entry form (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Certificate or Book-Entry Share or Certificate in accordance with Section 2.2(b) 2.02(b), without interest (and subject to any applicable withholding Tax)Taxes.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled or converted into shares of common stock of the Surviving Corporation in accordance with Section 2.1(b)2.01(b) and any Appraisal Shares) shall thereupon be converted automatically into and shall thereafter represent solely the right to receive an amount in cash equal to $60.00 11.00, 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 canceled and shall cease to exist, and the holders immediately prior to the Effective Time each holder of shares of Company Common Stock not represented by certificates (“Book-Entry Shares”) and the holders of certificates a certificate that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and each holder of shares of Company Common Stock held in uncertificated book-entry form (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Certificate or Book-Entry Share or Certificate in accordance with Section 2.2(b) 2.02(b), without interest (and subject to any applicable withholding Tax)Taxes.

Conversion of Company Common Stock. Each issued Except as provided in Section 2.01(b) above and outstanding subject to Section 2.01(d), each share of Company Common Stock (other than shares outstanding immediately prior to the Effective Time shall be canceled in accordance with Section 2.1(b)) shall thereupon be and converted automatically into and shall thereafter represent solely the right to receive an amount in of cash equal to $60.00 the Offer Price, without interest (interest. The cash payable upon the conversion of shares of Company Common Stock pursuant to this Section 2.01(c) is referred to collectively as the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and the holders immediately prior to the Effective Time each holder of shares of Company Common Stock not represented by certificates (“Book-Entry Shares”) and the holders of certificates that immediately prior to the Effective Time represented a certificate representing any such shares of Company Common Stock (each, a “Certificate”) shall or any such shares of Company Common Stock registered in non-certificated book-entry form on the Company’s stock transfer books immediately prior to the Effective Time (“Book-Entry Shares”) shall, in each case, cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Book-Entry Share or Certificate certificate in accordance with Section 2.2(b) without interest (subject to any applicable withholding Tax)this Article II.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.1(b)) and, for the avoidance of doubt, Rollover Shares) shall thereupon be converted automatically into and canceled and, in lieu thereof, the holders of shares of Company Common Stock as of the Effective Time shall thereafter represent solely the right be entitled to receive an amount receive, with respect to each such share, $2.00 in cash equal to $60.00 cash, 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 canceled and shall cease to exist, and the holders immediately prior to the Effective Time of shares of Company Common Stock not represented by certificates each holder of: (“Book-Entry Shares”i) and the holders of certificates that immediately prior to the Effective Time a certificate which represented any such shares of Company Common Stock (each, a “Certificate”), or (ii) any non-certificated shares of Company Common Stock represented by a book-entry (each, a “Book-Entry Share”), in each case, that were outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Book-Certificate or Book Entry Share or Certificate Shares in accordance with Section 2.2(b) ), without interest (subject to any applicable withholding Tax)interest.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.1(b) or converted in accordance with Section 2.1(c), and Dissenting Shares) shall thereupon be converted automatically into and shall thereafter represent solely the right to receive an amount $14.00 in cash equal to $60.00 cash, 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 canceled and retired and shall cease to exist, and the holders immediately prior to the Effective Time of shares of Company Common Stock not represented by certificates (“Book-Entry Shares”) and the holders of certificates that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Book-Entry Share or Certificate in accordance with Section 2.2(b) without interest (subject to any applicable withholding Tax)interest.

Conversion of Company Common Stock. (i) Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than but excluding (1) shares to be canceled in accordance with Section 2.1(b)2.01(b) and (2) any Dissenting Shares) shall thereupon be converted automatically into and shall thereafter represent solely the right to receive an amount $25.00 in cash equal to $60.00 cash, without interest (the “Merger Consideration”). As of At the Effective Time, all such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Section 2.01(c) shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and the holders immediately prior to the Effective Time each holder of a certificate (a “Certificate”) or book-entry shares of Company Common Stock not represented by certificates (“Book-Entry Shares”) and the holders of certificates that which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid Consideration, without any interest thereon, in consideration therefor upon surrender of such Book-Entry Share or Certificate in accordance with Section 2.2(b) without interest (subject to any applicable withholding Tax2.02(b), in the case of certificated shares, and automatically, in the case of book-entry shares.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.1(b)7(b) or shares for which the holders thereof properly demanded appraisal as provided in Section 9) shall thereupon be converted automatically into and shall thereafter represent solely the right to receive an amount $64.00 in cash equal to $60.00 or any higher price paid for each share of Company Common Stock in the Offer, 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 canceled and shall cease to exist, and each holder of a certificate (or, in the holders immediately prior to the Effective Time case of uncertificated shares, evidence of shares of Company Common Stock not represented by certificates (“Bookin book-Entry Shares”entry form) and the holders of certificates that which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Book-Entry Share or Certificate in accordance with Section 2.2(b) 10(b), without interest (subject to any applicable withholding Tax).interest. Table of Contents