Common use of Conversion of Company Securities Clause in Contracts

Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (after giving effect to the Recapitalization or Pre-Merger Special Distribution, as the case may be, other than shares canceled pursuant to Section 3.1(a) and Dissenting Shares) shall be converted into the right to receive (i) an amount in cash equal to the Per Share Amount and (ii) one contractual contingent value right per share of Company Common Stock (each, a “CVR”), subject to and in accordance with the CVR Agreement (collectively, the “Merger Consideration”), in each case, without any interest thereon and subject to any withholding of Taxes in accordance with Section 3.2(i). Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) shall be automatically canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.2, the Merger Consideration, without interest thereon.

Conversion of Company Securities. Except as otherwise provided in this Agreement, each Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (after giving effect to the Recapitalization or Pre-Merger Special Distribution, as the case may be, other than shares canceled pursuant to Section 3.1(a), the Company Restricted Shares (which are addressed in Section 3.3) and and, except as provided in Section 3.5, the Dissenting Shares) shall be converted into the right to receive (i) an amount $26.00 in cash equal to the Per Share Amount and (ii) one contractual contingent value right per share of Company Common Stock (each, a “CVR”), subject to and in accordance with the CVR Agreement (collectively, the “Merger Consideration”), without interest. For purposes of this Agreement, “Total Common Merger Consideration” shall mean the product of (x) the number of shares of Company Common Stock issued and outstanding (other than shares canceled pursuant to Section 3.1(a), the Company Restricted Shares (which are addressed in each caseSection 3.3) and, without any interest thereon except as provided in Section 3.5, the Dissenting Shares) immediately prior to the Effective Time and subject to any withholding of Taxes in accordance with Section 3.2(i)(y) the Merger Consideration. Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in the first sentence of this Section 3.1(b) shall shall, by virtue of the Merger and without any action on the part of the holders thereof, be automatically canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates (or affidavits of loss in lieu thereof in accordance with Section 3.4) or Book-Entry Shares in accordance with Section 3.2, the Merger Consideration, without interest thereon, for each such share of Company Common Stock held by them.

Conversion of Company Securities. Except as otherwise provided in this Agreement, each (i) Each share of Company Common Stock issued and outstanding immediately prior to the REIT Merger Effective Time (after giving effect to the Recapitalization or Pre-Merger Special Distribution, as the case may be, other than shares to be canceled pursuant to in accordance with Section 3.1(a) and Dissenting Shares)) shall automatically be converted into the right to receive 0.362 Parent Common Shares (i) an amount in cash equal to the Per Share Amount and (ii) one contractual contingent value right per share of Company “Common Stock (each, a “CVRExchange Ratio”), subject to and adjustment as provided in accordance with the CVR Agreement Section 3.4 (collectively, the “REIT Common Merger Consideration”), in each case, without any interest thereon and subject to any withholding of Taxes in accordance with Section 3.2(i). Each share All shares of Company Common Stock to Stock, when so converted, shall no longer be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) outstanding and shall automatically be automatically canceled cancelled and retired and shall cease to exist, and the holders each holder of certificates a certificate (the a “CertificatesCertificate”) or book-entry shares share registered in the transfer books of the Company (a “Book-Entry SharesShare”) which with respect to such Company Common Stock that immediately prior to the REIT Merger Effective Time represented such shares of Company Common Stock shall cease to have any rights with respect to such Company Common Stock other than the right to receivereceive the REIT Common Merger Consideration, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.23.5, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional Parent Common Shares into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b)(i), together with the amounts, if any, payable pursuant to Section 3.5(d). Subject to Section 6.20, the issuance of the REIT Common Merger Consideration, without interest thereonConsideration shall be subject to the restrictions on ownership and transfer set forth in the Parent Declaration of Trust.

Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (after giving effect to the Recapitalization or Pre-Merger Special Distribution, as the case may be, other than shares canceled cancelled pursuant to Section 3.1(a) hereof, Dissenting Shares and Dissenting provided that the Stock Purchase shall have been consummated in accordance with the terms of the Stock Purchase Agreement, the Casino USA Shares) shall be converted into the right to receive $22.00 (i) an amount in cash equal to the Per Share Amount “Merger Consideration” and (ii) one contractual contingent value right per the sum of all such payments, the “Total Common Stock Merger Consideration”). Furthermore, each share of Company Common Stock (eachissuable pursuant to the terms of any Company Stock Option, a “CVR”)SAR, subject or contractual arrangement pursuant to and in accordance with which Company Common Stock may be issued shall be converted into the CVR Agreement (collectively, the “right to receive Merger Consideration”), in each case, without any interest thereon and subject to any withholding of Taxes in accordance with Section 3.2(i). Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) shall be automatically canceled cancelled and shall cease to exist, exist and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.23.2 of this Agreement, the Merger Consideration, without interest thereon.

Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock, Class B Common Stock, Class C Common Stock (if any) and Class D Common Stock issued and outstanding immediately prior to the Effective Time (after giving effect to the Recapitalization or Pre-Merger Special Distribution, as the case may be, other than any shares canceled pursuant to Section 3.1(a) and any Dissenting Shares) shall be converted into the right to receive receive, in cash, without interest the sum of (i) an amount in cash equal to the Per Share Amount Initial Merger Consideration and (ii) one contractual contingent value right per share a Pro Rata Share of Company Common Stock (eachA) any Price Adjustment Payment and (B) any Representative Fund Distribution, a “CVR”in the case of each of clause (A) and clause (B), subject to if, as and in accordance with the CVR Agreement when payable hereunder (collectively, the “Merger Consideration”), in each case, without any interest thereon and subject to any withholding of Taxes in accordance with Section 3.2(i). Each share of Company Common Stock, Class B Common Stock, Class C Common Stock (if any) or Class D Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) shall no longer be outstanding and automatically shall be canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock, Class B Common Stock, Class C Common Stock (if any) or Class D Common Stock shall cease to have any rights with respect to such Company Common Stock, Class B Common Stock, Class C Common Stock (if any) or Class D Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.2, the Per Share Initial Merger Consideration, without interest thereon, and any other payment on account of the Merger Consideration as and when provided herein.