Common use of Conversion and Cancellation of Securities Clause in Contracts

Conversion and Cancellation of Securities. 6.1 At the First Blocker 1 Merger Effective Time, by virtue of the First Blocker 1 Merger and without any action on the part of any party: (a) all membership interests in New Blocker 1 issued and outstanding immediately prior to the First Blocker 1 Merger Effective Time shall be converted into the right to receive, in the aggregate, the applicable Merger Consideration and each holder of a certificate formerly representing any such membership interests will cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration in accordance with this Agreement; (b) all membership interests in New Blocker 1 will no longer be outstanding and all membership interests in New Blocker 1 will be cancelled and will cease to exist, and each holder of a certificate formerly representing any such membership interests will cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration in accordance with this Agreement; and (c) all shares of common stock, par value $0.01 per share, of Merger Sub 1 issued and outstanding immediately prior to the First Blocker 1 Merger Effective Time shall be converted into and become 100% of the membership interests in the First Blocker 1 Merger Surviving Company, which shall be held by Parent. 6.2 At the First Blocker 2 Merger Effective Time, by virtue of the First Blocker 2 Merger and without any action on the part of any party: (a) all membership interests in New Blocker 2 issued and outstanding immediately prior to the First Blocker 2 Merger Effective Time shall be converted into the right to receive, in the aggregate, the applicable Merger Consideration and each holder of a certificate formerly representing any such membership interests will cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration in accordance with this Agreement; (b) all membership interests in New Blocker 2 will no longer be outstanding and all membership interests in New Blocker 2 will be cancelled and will cease to exist, and each holder of a certificate formerly representing any such membership interests will cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration in accordance with this Agreement; and (c) all shares of common stock, par value $0.01 per share, of Merger Sub 2 issued and outstanding immediately prior to the First Blocker 1 Merger Effective Time shall be converted into and become 100% of the membership interests in the First Blocker 2 Merger Surviving Company, which shall be held by Parent.

Conversion and Cancellation of Securities. 6.1 (a) At the First Blocker 1 Merger Effective TimeTime and subject to Section 1.5 hereof, all (i) shares of IDRC Common Stock and (ii) options, warrants and other rights (the "Options") exercisable for, or providing the right to acquire, IDRC Common Stock -------- that are issued and outstanding immediately prior to the Effective Time (other than any shares of IDRC Common Stock described in Section 1.3(c) hereof) shall, by virtue of the First Blocker 1 Merger and without any action on the part of the holder thereof, be converted into the right to receive an aggregate of 9,200,000 shares (the "Merger Shares") of TeleSpectrum Common Stock and warrants (the "Warrants") ------------- -------- exercisable for an aggregate of 3,000,000 shares (the "Warrant Shares") of -------------- TeleSpectrum Common Stock. The Warrants shall contain such other terms and conditions set forth in the form attached as Exhibit C hereto. Notwithstanding --------- the foregoing, (i) no fractional shares of TeleSpectrum Common Stock shall be issued and, in lieu thereof, a cash payment shall be made pursuant to Section 1.4(g) hereof, and (ii) the number of Merger Shares and Warrants issuable pursuant to Section 1.3(a) shall be reduced on a proportional basis in an aggregate amount equal to the number of Merger Shares and Warrants that would have been received by holders of any party: Appraisal Shares (aas such term is defined in Section 1.3(c) all membership interests in New Blocker 1 hereof). The effect of the foregoing means that (A) each share of IDRC Common Stock that is issued and outstanding immediately prior to the First Blocker 1 Merger Effective Time shall (other than any shares of IDRC Common Stock described in Section 1.3(c) hereof) will be converted convertible into (i) that number of Merger Shares equal to 9,200,000 divided by the right Total IDRC Shares Outstanding, the product being rounded, if necessary, up or down, to the nearest whole share and (ii) a Warrant exercisable for that number of Warrant Shares equal to 3,000,000 divided by the Total IDRC Shares Outstanding, the product being rounded, if necessary, up or down, to the nearest whole share, and (B), subject to Sections 1.5 and 1.6 hereto, a holder of Options will be entitled to receive, in upon exercise, on account of each share of IDRC Common Stock (i) that number of Merger Shares equal to 9,200,000 divided by the aggregateTotal IDRC Shares Outstanding, the applicable Merger Consideration product being rounded, if necessary, up or down, to the nearest whole share and each holder (ii) a Warrant exercisable for that number of a certificate formerly representing any such membership interests will cease Warrant Shares equal to have any rights with respect thereto3,000,000 divided by the Total IDRC Shares Outstanding, except the right product being rounded, if necessary, up or down, to receive the applicable Merger Consideration in accordance with this Agreement; (b) all membership interests in New Blocker 1 will no longer be outstanding and all membership interests in New Blocker 1 will be cancelled and will cease to existnearest whole share. As used herein, and each holder the term "Total IDRC Shares Outstanding" means the total number of a certificate formerly representing any such membership interests will cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration in accordance with this Agreement; and (c) all shares of common stock, par value $0.01 per share, IDRC Common Stock and the total number of Merger Sub 1 shares of IDRC Common Stock issuable upon exercise of Options that are issued and outstanding immediately prior to the First Blocker 1 Merger Effective Time shall be converted into and become 100% of the membership interests in the First Blocker 1 Merger Surviving Company, which shall be held by Parent. 6.2 At the First Blocker 2 Merger Effective Time, by virtue of the First Blocker 2 Merger and without any action on the part of any party: (a) all membership interests in New Blocker 2 issued and outstanding immediately prior to the First Blocker 2 Merger Effective Time shall be converted into the right to receive, in the aggregate, the applicable Merger Consideration and each holder of a certificate formerly representing any such membership interests will cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration in accordance with this Agreement; (b) all membership interests in New Blocker 2 will no longer be outstanding and all membership interests in New Blocker 2 will be cancelled and will cease to exist, and each holder of a certificate formerly representing any such membership interests will cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration in accordance with this Agreement; and (c) all shares of common stock, par value $0.01 per share, of Merger Sub 2 issued and outstanding immediately prior to the First Blocker 1 Merger Effective Time shall be converted into and become 100% of the membership interests in the First Blocker 2 Merger Surviving Company, which shall be held by Parent.

Conversion and Cancellation of Securities. 6.1 (a) At the First Blocker 1 Merger Effective TimeTime and subject to Section 1.5 hereof, all (i) shares of IDRC Common Stock and (ii) options, warrants and other rights (the "Options") exercisable for, or providing the right to acquire, IDRC Common Stock ------- that are issued and outstanding immediately prior to the Effective Time (other than any shares of IDRC Common Stock described in Section 1.3(c) hereof) shall, by virtue of the First Blocker 1 Merger and without any action on the part of the holder thereof, be converted into the right to receive an aggregate of 9,200,000 shares (the "Merger Shares") of TeleSpectrum Common Stock and warrants (the "Warrants") ------------- -------- exercisable for an aggregate of 3,000,000 shares (the "Warrant Shares") of -------------- TeleSpectrum Common Stock. The Warrants shall contain such other terms and conditions set forth in the form attached as Exhibit C hereto. Notwithstanding --------- the foregoing, (i) no fractional shares of TeleSpectrum Common Stock shall be issued and, in lieu thereof, a cash payment shall be made pursuant to Section 1.4(g) hereof, and (ii) the number of Merger Shares and Warrants issuable pursuant to Section 1.3(a) shall be reduced on a proportional basis in an aggregate amount equal to the number of Merger Shares and Warrants that would have been received by holders of any party: Appraisal Shares (aas such term is defined in Section 1.3(c) all membership interests in New Blocker 1 hereof). The effect of the foregoing means that (A) each share of IDRC Common Stock that is issued and outstanding immediately prior to the First Blocker 1 Merger Effective Time shall (other than any shares of IDRC Common Stock described in Section 1.3(c) hereof) will be converted convertible into (i) that number of Merger Shares equal to 9,200,000 divided by the right Total IDRC Shares Outstanding, the product being rounded, if necessary, up or down, to the nearest whole share and (ii) a Warrant exercisable for that number of Warrant Shares equal to 3,000,000 divided by the Total IDRC Shares Outstanding, the product being rounded, if necessary, up or down, to the nearest whole share, and (B), subject to Sections 1.5 and 1.6 hereto, a holder of Options will be entitled to receive, in upon exercise, on account of each share of IDRC Common Stock (i) that number of Merger Shares equal to 9,200,000 divided by the aggregateTotal IDRC Shares Outstanding, the applicable Merger Consideration product being rounded, if necessary, up or down, to the nearest whole share and each holder (ii) a Warrant exercisable for that number of a certificate formerly representing any such membership interests will cease Warrant Shares equal to have any rights with respect thereto3,000,000 divided by the Total IDRC Shares Outstanding, except the right product being rounded, if necessary, up or down, to receive the applicable Merger Consideration in accordance with this Agreement; (b) all membership interests in New Blocker 1 will no longer be outstanding and all membership interests in New Blocker 1 will be cancelled and will cease to existnearest whole share. As used herein, and each holder the term "Total IDRC Shares Outstanding" means the total number of a certificate formerly representing any such membership interests will cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration in accordance with this Agreement; and (c) all shares of common stock, par value $0.01 per share, IDRC Common Stock and the total number of Merger Sub 1 shares of IDRC Common Stock issuable upon exercise of Options that are issued and outstanding immediately prior to the First Blocker 1 Merger Effective Time shall be converted into and become 100% of the membership interests in the First Blocker 1 Merger Surviving Company, which shall be held by Parent. 6.2 At the First Blocker 2 Merger Effective Time, by virtue of the First Blocker 2 Merger and without any action on the part of any party: (a) all membership interests in New Blocker 2 issued and outstanding immediately prior to the First Blocker 2 Merger Effective Time shall be converted into the right to receive, in the aggregate, the applicable Merger Consideration and each holder of a certificate formerly representing any such membership interests will cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration in accordance with this Agreement; (b) all membership interests in New Blocker 2 will no longer be outstanding and all membership interests in New Blocker 2 will be cancelled and will cease to exist, and each holder of a certificate formerly representing any such membership interests will cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration in accordance with this Agreement; and (c) all shares of common stock, par value $0.01 per share, of Merger Sub 2 issued and outstanding immediately prior to the First Blocker 1 Merger Effective Time shall be converted into and become 100% of the membership interests in the First Blocker 2 Merger Surviving Company, which shall be held by Parent.

Conversion and Cancellation of Securities. 6.1 (a) At the First Blocker 1 Merger Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares described in Section 1.3(b) hereof), by virtue of the First Blocker 1 Merger and without any action on the part of any party: (a) all membership interests in New Blocker 1 issued and outstanding immediately prior to the First Blocker 1 Merger Effective Time holder thereof, shall be converted into the right to receiveinto, in the aggregateand become exchangeable for, the applicable Merger Consideration and each holder of a certificate formerly representing any such membership interests will cease to have any rights with respect thereto, except the right to receive (i) .1634 shares (the applicable Merger Consideration "EXCHANGE RATIO") of Parent Common Stock ("STOCK CONSIDERATION"); provided, however, (x) if the Effective Time shall not have occurred by June 1, 1999, the Exchange Ration shall be increased by .0005 shares, and (y) if the Company shall have entered into a binding agreement for the settlement of the litigation referred to in accordance with Part II, Item 1 of the Company's Form 10-Q for the Quarter Ended September 30, 1998 (the "SETTLEMENT AGREEMENT"), the cost of which to the Company is less than $10,000,000, the Exchange Ratio shall be increased by a number of shares equal to .00027 times the quotient of (A) $10,000,000 less such cost of such settlement by the Company, divided by (B) 1,000,000. The consideration to be received by the holders of Company Common Stock pursuant to this Agreement;Section 1.3(a) is hereinafter referred to as the "MERGER CONSIDERATION." (b) all membership interests in New Blocker 1 will no longer be outstanding and all membership interests in New Blocker 1 will be cancelled and will cease to exist, and each holder of a certificate formerly representing any such membership interests will cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration in accordance with this Agreement; and (c) all shares of common stock, par value $0.01 per share, of Merger Sub 1 issued and outstanding immediately prior to the First Blocker 1 Merger Effective Time shall be converted into and become 100% of the membership interests in the First Blocker 1 Merger Surviving Company, which shall be held by Parent. 6.2 At the First Blocker 2 Merger Effective Time, each share of Company Common Stock owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent and each share of Company Common Stock owned by the Company or any direct or indirect subsidiary of the Company and in each case not held on behalf of third parties (collectively, "EXCLUDED SHARES"), shall by virtue of the First Blocker 2 Merger and without any action on the part of any party:the holder thereof, be automatically canceled and retired and cease to exist, and no cash, securities or other property shall be payable in respect thereof. (ac) all membership interests in New Blocker 2 At the Effective Time, each share of Merger Sub common stock, par value $.01 per share ("MERGER SUB COMMON STOCK"), issued and outstanding immediately prior to the First Blocker 2 Merger Effective Time shall shall, by virtue of the Merger and without any action by the holder thereof, be converted into one validly issued, fully paid and nonassessable common share, no par value, of the right to receive, in Surviving Corporation ("SURVIVING CORPORATION COMMON STOCK"). (d) If between the aggregatedate of this Agreement and the Effective Time, the applicable outstanding shares of Company Common Stock shall be changed into a different number of shares by reason of any reclassification, recapitalization, split-up, combination or exchange of shares, or any dividend payable in stock shall be declared thereon with a record date within such period, the Merger Consideration and each holder shall be adjusted accordingly to provide to the holders of a certificate formerly representing any such membership interests will cease to have any rights with respect thereto, except Company Common Stock the right to receive the applicable Merger Consideration in accordance with same economic effect as contemplated by this Agreement; (b) all membership interests in New Blocker 2 will no longer be outstanding and all membership interests in New Blocker 2 will be cancelled and will cease to exist, and each holder of a certificate formerly representing any such membership interests will cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration in accordance with this Agreement; and (c) all shares of common stock, par value $0.01 per share, of Merger Sub 2 issued and outstanding immediately prior to the First Blocker 1 Merger Effective Time shall be converted into and become 100% of the membership interests in the First Blocker 2 Merger Surviving Company, which shall be held by Parent.