Common use of Conversion of Company Common Stock Clause in Contracts

Conversion of Company Common Stock. Except as otherwise provided in Section 2.05 and subject to Sections 2.01(d), 2.01(e) and 2.03(e), 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 2.01(b)) shall be converted into the right to receive, at the election of the holder thereof, one of the following (as adjusted pursuant to Section 2.05, the "Merger Consideration"):

Conversion of Company Common Stock. Except as otherwise provided in Section 2.05 and subject Subject to Sections 2.01(d), 2.01(e) and 2.03(e)the provisions of this Article II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired pursuant to be canceled Section 2.1(b) hereof and Dissenting Shares (as defined in accordance with Section 2.01(b2.5 hereof)) shall be converted into the right to receiveconverted, at the election of the holder thereof, one of in accordance with the following (as adjusted pursuant procedures set forth in Section 2.3 below and subject to Section 2.05Sections 2.2 and 2.4, into the "Merger Consideration"):right to receive the following:

Conversion of Company Common Stock. Except as otherwise provided in Section 2.05 and subject Subject to Sections 2.01(d), 2.01(e) and 2.03(e)the provisions of this Article II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired or converted pursuant to be canceled Section 2.1(a), and other than Dissenting Shares (as defined in accordance with Section 2.01(b2.6)) shall be converted into the right to receiveconverted, at the election of the holder thereof, one of in accordance with the following (as adjusted pursuant procedures set forth in Section 2.4 and subject to Section 2.05Sections 2.2 and 2.5, into the "Merger Consideration"):right to receive the following, without interest:

Conversion of Company Common Stock. Except as otherwise provided in Section 2.05 and subject Subject to Sections 2.01(d), 2.01(e2.01(b) and 2.03(e2.02(e), each issued and outstanding share of Company Common Stock issued and outstanding held by shareholders of the Company immediately prior to the Effective Time (other than shares to be canceled cancelled in accordance with Section 2.01(b)) or Section 2.03) shall be cancelled and extinguished and will be automatically converted into the right to receivereceive a number of validly issued, at fully paid and nonassessable shares of Parent Common Stock equal to the election of the holder thereof, one of the following (as adjusted pursuant to Section 2.05, the "Merger Consideration"):Exchange Ratio.

Conversion of Company Common Stock. Except as otherwise provided in Subject to Section 2.05 and subject to Sections 2.01(d2.1(e), 2.01(eSection 2.5, Section 2.6, Section 2.7(f) and 2.03(e)Section 2.8, each issued and outstanding share of Company Common Stock issued (including Restricted Stock but excluding the Cancelled Shares and outstanding immediately prior to the Effective Time (other than shares to Dissenting Shares) shall thereupon be canceled converted automatically, in accordance with Section 2.01(b)) the procedures set forth in this Agreement, into and shall be converted into thereafter represent the right to receivereceive the following, at the election of the holder thereof, one of the following (as adjusted pursuant to Section 2.05, the "Merger Consideration"):without interest:

Conversion of Company Common Stock. Except as otherwise provided in Subject to Section 2.05 and subject to Sections 2.01(d), 2.01(e) and 2.03(e)2.2 hereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (Time, other than shares to be canceled cancelled and retired in accordance with Section 2.01(b2.1(b)) , shall be converted into converted, by virtue of the right to receive, at Merger and without any action on the election part of the holder thereof, one of in accordance with the following (as adjusted pursuant to procedures set forth in Section 2.052.2 below, into the "Merger Consideration"):.

Conversion of Company Common Stock. Except as otherwise provided in Subject to Section 2.05 2.02 and subject to Sections 2.01(d), 2.01(e) and 2.03(e)Section 2.04, 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 2.01(b)) shall be converted into the right to receive, at the election of the holder thereof, one of receive the following (as adjusted pursuant to Section 2.05, the "Merger Consideration"):consideration:

Conversion of Company Common Stock. Except as otherwise provided in Section 2.05 and subject Subject to Sections 2.01(d), 2.01(e) and 2.03(e)the provisions of this Article II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired pursuant to be canceled Section 2.1(a) hereof, and other than Dissenting Shares (as defined in accordance with Section 2.01(b2.4)) shall be converted into the right to receiveconverted, at the election of the holder thereof, one of in accordance with the following (as adjusted pursuant procedures set forth in Section 2.5 below and subject to Section 2.052.3, into the "Merger Consideration"):right to receive the following, without interest:

Conversion of Company Common Stock. Except as otherwise provided in Section 2.05 and subject to Sections 2.01(d), 2.01(e) and 2.03(e), 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 2.01(b)) shall be converted into the right to receive, at the election of the holder thereof, one of the following (as adjusted pursuant to Section 2.05, the "Merger Consideration"):

Conversion of Company Common Stock. Except as otherwise provided in Section 2.05 herein and subject to Sections 2.01(d), 2.01(e) and 2.03(e)Section 2.5, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to be canceled in accordance with Section 2.01(b)2.1(b) and Dissenting Shares) shall be converted into the right to receive, at the election of the holder thereof, one of the following (as adjusted pursuant to Section 2.05, the "Merger Consideration"):

Conversion of Company Common Stock. Except as otherwise provided in Section 2.05 and subject Subject to Sections 2.01(d), 2.01(e) and 2.03(e)the other provisions of Article II, each share of Company Common Stock issued and outstanding immediately prior to or upon the Effective Time (other than Time, including shares of Company Common Stock that are deemed to be canceled in accordance outstanding with respect to Company Electing Awards pursuant to Section 2.01(b2.5, but excluding any Cancelled Shares or Dissenting Shares (as defined herein) (each, a “Company Share”)) , shall be converted automatically into and shall thereafter represent the right to receive, at the election of the holder thereof, one of receive the following consideration (as adjusted pursuant to Section 2.05collectively, the "“Merger Consideration"”):

Conversion of Company Common Stock. Except as otherwise provided in Section 2.05 and subject Subject to Sections 2.01(d), 2.01(e) and 2.03(e)the provisions of this Article II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired pursuant to be canceled in accordance with Section 2.01(b)2.1(b) hereof) shall be converted into the right to receiveconverted, at the election of the holder thereof, one of in accordance with the following (as adjusted pursuant procedures set forth in Section 2.4 below and subject to Section 2.05Sections 2.2 and 2.5, into the "Merger Consideration"):right to receive the following, without interest:

Conversion of Company Common Stock. Except as otherwise provided in (i) Subject to Section 2.05 2.01(b) and subject to Sections Section 2.01(d), 2.01(e) and 2.03(e)other than any Dissenting Shares and Rollover Shares, 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 2.01(b)) shall be converted into the right to receive, at receive (subject to any applicable withholding Tax) $13.55 in cash (the election of the holder thereof, one of the following (as adjusted pursuant to Section 2.05, the "“Merger Consideration"):”), upon the surrender of such shares of Company Common Stock as provided in Section 2.02.

Conversion of Company Common Stock. Except as otherwise provided in Subject to Section 2.05 and subject to Sections 2.01(d), 2.01(e2.08(a)(iv) and 2.03(e)Section 2.17, 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 2.01(bexcluding Dissenting Shares)) , shall automatically be converted into and represent the right to receive, at receive a number of Parent Shares equal to the election of Common Exchange Ratio (provided that the holder thereof, one of Parties agree that the following (as adjusted Holdback Shares shall be deposited with the Escrow Agent pursuant to the provisions of Section 2.05, 2.11 and released pursuant to the "Merger Consideration"):provisions in Section 2.12).

Conversion of Company Common Stock. Except Subject to Section 2.01(b) and except as otherwise provided in Section 2.05 and subject to Sections 2.01(d), 2.01(e) and 2.03(e)this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than except for shares to be canceled cancelled and retired in accordance with Section 2.01(b)2.01(a)(i) and the Dissenting Shares) shall be converted automatically into the right to receive, at receive an amount in cash (without interest) equal to the election of the holder thereof, one of the following (as adjusted pursuant to Section 2.05, the "Merger Consideration"):, payable as provided in Section 2.02, and, when so converted, shall automatically be cancelled and retired and shall cease to exist; and

Conversion of Company Common Stock. Except Subject to Section 2.01(b) and except as otherwise provided in Section 2.05 and subject to Sections 2.01(d), 2.01(e) and 2.03(e)this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than except for shares to be canceled and retired or converted in accordance with Section 2.01(b)2.01(a)(i) and the Dissenting Shares) shall be converted automatically into the right to receive, at receive an amount in cash (without interest) equal to the election of the holder thereof, one of the following (as adjusted pursuant to Section 2.05, the "Merger Consideration"):, payable as provided in Section 2.02, and, when so converted, shall automatically be canceled and retired and shall cease to exist; and

Conversion of Company Common Stock. Except as otherwise provided in Section 2.05 Each Share (other than Excluded Shares and subject to Sections 2.01(d), 2.01(eDissenting Stockholder Shares) and 2.03(e), 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 2.01(b)) shall be converted into and shall thereafter represent the right to receive, at the election of the holder thereofsubject to Sections 2.01(c), one of the following (as adjusted pursuant to Section 2.05, the "Merger Consideration"2.02(b)(v) and 2.02(h):

Conversion of Company Common Stock. Except as otherwise provided in Section 2.05 and subject Subject to Sections 2.01(d), 2.01(e) and 2.03(e)the provisions of this Article II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired pursuant to be canceled Section 2.1(a) hereof, and other than Dissenting Shares (as defined in accordance with Section 2.01(b2.6)) shall be converted into the right to receiveconverted, at the election of the holder thereof, one of in accordance with the following (as adjusted pursuant procedures set forth in Section 2.4 below and subject to Section 2.05Sections 2.2 and 2.5, into the "Merger Consideration"):right to receive the following, without interest:

Conversion of Company Common Stock. Except as otherwise provided in (i) Subject to Section 2.05 and subject to Sections 2.01(d)2.2, 2.01(e) and 2.03(e)at the Effective Time, 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 2.01(b2.1(a)) issued and outstanding immediately prior to the Effective Time (the "Effective Time Company Common Shares") shall be automatically converted ------------------------------------ into the right to receive, receive at the election of the holder thereof, one of the following (as adjusted pursuant subject to the limitations and adjustments set forth in Section 2.052.1(f), the "Merger Consideration"):): --------------------

Conversion of Company Common Stock. Except as otherwise provided in Section 2.05 and subject Subject to Sections 2.01(d), 2.01(e) and 2.03(e)‎Section 2.05, 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 2.01(b‎Section 2.04(a)) shall be converted into and shall thereafter represent the right to receivereceive that number of fully paid and nonassessable shares of common stock, at par value $1.00 per share, of Parent (the election of “Parent Common Stock”) equal to the holder thereof, one of Exchange Ratio (the following (as adjusted pursuant to Section 2.05, the "“Merger Consideration"):”). All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall

Conversion of Company Common Stock. Except as otherwise provided in (i) Subject to Section 2.05 and subject to Sections 2.01(d)2.2, 2.01(e) and 2.03(e)at the Effective Time, 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 2.01(b2.1(a)) issued and outstanding immediately prior to the Effective Time (the “Effective Time Company Common Shares”) shall be automatically converted into the right to receive, receive at the election of the holder thereof, one of the following (as adjusted pursuant subject to the limitations and adjustments set forth in Section 2.052.1(f), the "“Merger Consideration"”):

Conversion of Company Common Stock. Except as otherwise provided in Section 2.05 and subject Subject to Sections 2.01(d), 2.01(e) and 2.03(e)the other provisions of this Article II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (Time, other than shares to be canceled in accordance with Section 2.01(b)) any Cancelled Shares, shall at the Effective Time be converted automatically into and shall thereafter represent the right to receive, at the election of the holder thereof, one of the following (as adjusted pursuant to Section 2.05, the "Merger Consideration"):

Conversion of Company Common Stock. Except as otherwise provided in Subject to the provisions of Section 2.05 and subject to Sections 2.01(d), 2.01(e2.1(f) and 2.03(e)hereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(c) hereof and Dissenting Shares (as defined in accordance with Section 2.01(b2.3 hereof)) shall be converted into the right to receive, at the election of the holder thereof, one of the following (as adjusted pursuant to Section 2.05, the "Merger Consideration")::