Extract to table

Pursuant to the Merger Agreement, at the Effective Time, each outstanding share of common stock of the Company (other than shares held by the Company or any of its wholly owned subsidiaries, shares held by Parent or Merger Sub, Dissenting Shares (as defined in the Merger Agreement), and Rollover Shares (as defined herein)) shall be converted into the right to receive per-share merger consideration of approximately Thirty-Six Dollars and Ninety-Two Cents ($36

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement

As used in this Agreement, the following terms shall have the meanings set forth below: "Cashed-Out Shares" means the remaining forty percent (40%) of Rollover Holder's Company Shares that are not Rollover Shares, equal to 8,546,880 shares of Company common stock, which shares shall be converted at the Effective Time into the right to receive the Merger Consideration in cash at approximately $36

3 of the Merger Agreement, which shall occur on the Closing Date

(d) Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement

(e) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement