Common use of Conversion of Seller Common Stock Clause in Contracts

Conversion of Seller Common Stock. Each share of Seller Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares to be cancelled in accordance with Section 3.1(b) and (y) Dissenting Shares as defined in Section 3.3) shall be automatically converted into the right to receive an amount in cash, without interest, equal to the Offer Price (the “Merger Consideration”). As of the Effective Time, all such shares of Seller Common Stock, when converted as provided in this Section 3.1(c), shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate (each, a “Certificate” and collectively, the “Certificates”) or book-entry share (each, a “Book-Entry Share” and collectively, the “Book-Entry Shares”) representing any such shares of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such Certificate or Book-Entry Share in accordance with Section 3.2. In the event that, prior to the Effective Time, the outstanding shares of Seller Common Stock are changed into, or exchanged for, a different number or class of shares by reason of any stock split, stock combination, stock reclassification, reverse stock split, stock dividend, recapitalization or other similar transaction, the Offer Price and Merger Consideration (as applicable) payable per share of Seller Common Stock shall be adjusted to appropriately and proportionately reflect the effects of such transaction, it being understood that nothing herein shall be construed to permit the Seller to take any action with respect to the shares of Seller Common Stock or other securities of Seller that is prohibited by this Agreement.

Conversion of Seller Common Stock. Each Subject to Section 2.2, each share of Seller Common Stock (other than shares to be cancelled in accordance with Section 2.1(b) and Dissenting Shares) issued and outstanding immediately prior to the Effective Time (other than (x) shares to be cancelled in accordance with Section 3.1(b) and (y) Dissenting Shares as defined in Section 3.3) shall be automatically converted into the right to receive an amount receive, subject to adjustment as provided for in cashSection 8.1(c): (i) $16.25 per share in cash without interest (the “Cash Consideration”), without interestand (ii) 0.431882 shares (the “Exchange Ratio”) of common stock, equal $0.01 par value per share, of Buyer (the “Buyer Common Stock”) (the “Stock Consideration”). The Cash Consideration and the Stock Consideration are sometimes referred to the Offer Price (herein as the “Merger Consideration”). .” As of the Effective Time, all such shares of Seller Common Stock, when converted as provided in this Section 3.1(c2.1(c), shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate (each, each a “Certificate” and collectively, the “Certificates”) or a book-entry share (each, each a “Book-Entry Share” and collectively, the “Book-Entry Shares”) representing any such shares of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and any cash in lieu of fractional shares of Buyer Common Stock as provided under this Article II upon surrender of such Certificate or Book-Entry Share Share, as the case may be, in accordance with Section 3.2. In the event that2.2, prior to the Effective Time, the outstanding shares of Seller Common Stock are changed into, without interest or exchanged for, a different number or class of shares by reason of any stock split, stock combination, stock reclassification, reverse stock split, stock dividend, recapitalization or other similar transaction, the Offer Price and Merger Consideration (as applicable) payable per share of Seller Common Stock shall be adjusted to appropriately and proportionately reflect the effects of such transaction, it being understood that nothing herein shall be construed to permit the Seller to take any action with respect to the shares of Seller Common Stock or other securities of Seller that is prohibited by this Agreementdividends.