Common use of Conversion and Exchange of Shares Clause in Contracts

Conversion and Exchange of Shares. As of the Effective Time, by virtue of the Merger and without any action on the part of any holder of any shares of common stock, no par value, of EASTERN (the "EASTERN Common"): (a) All shares of EASTERN Common which are held by EASTERN shall be canceled and retired and shall cease to exist and no stock of NETWORK or other consideration shall be delivered in exchange therefor. All shares of preferred stock of EASTERN which remain outstanding at the Effective Time shall be canceled and retired and shall cease to exist and no stock of NETWORK or other consideration shall be delivered in exchange therefor. Each share of common stock, $.01 par value, of Acquisition shall become a share of the Surviving Corporation's common stock. (b) At the Effective Time, by virtue of the Merger and without any action on the part of NETWORK, EASTERN or the holders of any shares of the EASTERN Common, (i) each share of EASTERN Common, issued and outstanding immediately prior to the Effective Time which under the terms of Section 2.1(d) is to be converted into the right to receive a number of shares of common stock, par value $.0001 per share of NETWORK (the "NETWORK Common") shall be converted into the right to receive a number of shares of NETWORK Common equal to the Exchange Ratio (as hereinafter defined) (collectively, the "Share Consideration"), and (ii) each share of EASTERN Common issued and outstanding immediately prior to the Effective Time which under the terms of Section 2.1(d) is to be converted into the right to receive cash shall be converted into the right to receive an amount in cash equal to the Per Share Consideration (the "Cash Consideration," and together with the Share Consideration, the "Merger Consideration"). All shares of EASTERN Common to be converted into shares of NETWORK Common or the right to receive cash pursuant to this Section 2.1(b) are hereinafter referred to as the "Converted Shares." The Exchange Ratio shall mean a number of shares of NETWORK Common determined by dividing (x) the Per Share Consideration by (y) $8.00, and rounding the result to three decimal places. The Per Share Consideration shall be equal to $31,500,000.00 less the amount of adjusted working capital set forth on Schedule 2.1(b), divided by the number of issued and outstanding shares of EASTERN Common at the Effective Time.

Conversion and Exchange of Shares. As of the Effective Time, by virtue of the Merger and without any action on the part of any holder of any shares of common stock, no par value, of EASTERN (the "EASTERN Common"): (a) All shares of EASTERN Common which are held by EASTERN shall be canceled and retired and shall cease to exist and no stock of NETWORK or other consideration shall be delivered in exchange therefor. All shares of preferred stock of EASTERN which remain outstanding at the Effective Time shall be canceled and retired and shall cease to exist and no stock of NETWORK or other consideration shall be delivered in exchange therefor. Each share of common stock, $.01 par value, of Acquisition shall become a share of the Surviving Corporation's common stock. (b) At the Effective Time, by virtue of the Merger and without any further action on the part of NETWORKMerger Sub, EASTERN Parent, the Company or the holders of any shares stockholder of the EASTERN Common, Company or Merger Sub: (i) each share of EASTERN Common, Company Common Stock issued and outstanding immediately prior to the Effective Time (“Shares”) (other than (x) shares of Company Common Stock held by the Company, Parent or Merger Sub or any direct or indirect wholly-owned Subsidiary of either the Company or Parent (“Excluded Shares”) and (y) shares of Company Common Stock with respect to which under the terms holder thereof has not voted in favor of the Merger or consented to it in writing, has demanded the appraisal of such shares in accordance with, and shall have properly exercised and perfected such holder's demand for appraisal rights with respect to such shares in compliance with the provisions of Section 2.1(d) is to be converted into 262 of the right to receive a number of shares of common stock, par value $.0001 per share of NETWORK DGCL (the "NETWORK Common"“Dissenting Shares”)) shall be converted into the right to receive a number of shares of NETWORK Common equal receive, in accordance with this Article I, twenty-eight dollars ($28.00) in cash per share, without interest (the per share cash consideration to be issued to the Exchange Ratio (as hereinafter defined) (collectivelyholders of such Shares, the "Share “Merger Consideration"”), and ; (ii) each share of EASTERN Company Common Stock converted into the Merger Consideration pursuant to Section 1.5(a)(i) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate that immediately prior to the Effective Time represented any such Shares (each, a “Certificate”) or Shares represented by book-entry (the “Book-Entry Shares”) (other than Certificates or Book-Entry Shares representing Excluded Shares or Dissenting Shares) shall thereafter represent only the right to receive the Merger Consideration for each share covered thereby upon surrender of such Certificate or transfer of such Book-Entry Shares in accordance with this Article I; (iii) each Excluded Share issued and outstanding immediately prior to the Effective Time, by virtue of the Merger, shall cease to be outstanding and shall be automatically canceled and retired without payment of any consideration therefor and shall cease to exist; and (iv) each share of the common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time which under the terms of Section 2.1(d) is to shall automatically be converted into one (1) newly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the right to receive cash shall be converted into Surviving Corporation. (b) If, during the right to receive an amount in cash equal to period commencing on the Per Share Consideration (the "Cash Consideration," Agreement Date and together with the Share Consideration, the "Merger Consideration"). All shares of EASTERN Common to be converted into shares of NETWORK Common or the right to receive cash pursuant to this Section 2.1(b) are hereinafter referred to as the "Converted Shares." The Exchange Ratio shall mean a number of shares of NETWORK Common determined by dividing (x) the Per Share Consideration by (y) $8.00, and rounding the result to three decimal places. The Per Share Consideration shall be equal to $31,500,000.00 less the amount of adjusted working capital set forth on Schedule 2.1(b), divided by the number of issued and outstanding shares of EASTERN Common ending at the Effective Time, the outstanding shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, merger, issuer tender offer, exchange of shares or other like change with respect to Company Common Stock, then the Merger Consideration shall be appropriately adjusted; provided that the Company shall be required to comply with Section 4.2 in connection with any such action.

Conversion and Exchange of Shares. As of At the Effective Time: 1.3.1. Each ARCO Common Share owned by BP Amoco, ARCO or any Subsidiary (as defined in Section 2.1.1) of BP Amoco or ARCO (other than CH-Twenty, Inc. , a Delaware corporation and a Subsidiary of ARCO ("CH-Twenty")) immediately prior to the Effective Time (each, a "Canceled ARCO Share") shall, by virtue of the Merger Merger, and without any action on the part of any the holder thereof, no longer be outstanding, shall be canceled and retired without payment of any shares of common stock, no par value, of EASTERN consideration therefor and shall cease to exist. The ARCO Common Shares owned by CH-Twenty immediately prior to the Merger (if any) (the "EASTERN CommonCH-Twenty ARCO Shares" and, together with the Canceled ARCO Shares, the "):Excluded ARCO Shares") shall remain outstanding, without change, after the Effective Time, and no consideration shall be delivered in exchange therefor. 1.3.2. Each ARCO Common Share outstanding immediately prior to the Effective Time, other than Excluded ARCO Shares, shall be converted into and shall be canceled in exchange for the right to receive 4.92 (athe "Exchange Ratio") All ordinary shares, of nominal value $0.50 each, of BP Amoco (each, a "BP Amoco Ordinary Share"), which shall be delivered to the holders of ARCO Common Shares (other than Excluded ARCO Shares) (i) in the form of American depositary shares (the "BP Amoco Depositary Shares"), each representing the right to receive six BP Amoco Ordinary Shares, or (ii) if and to the extent elected by any such holder in the manner provided in Section 1.4.1, in the form of EASTERN BP Amoco Ordinary Shares, in registered form, rather than BP Amoco Depositary Shares (the "Merger Consideration"). The BP Amoco Depositary Shares may be evidenced by one or more receipts ("BP Amoco ADRs") issued in accordance with the Amended and Restated Deposit Agreement, dated as of December 31, 1998, among BP Amoco, Morgan Guaranty Trust Company of New York, as Depositary (the "Depo▇▇▇▇▇▇"), and the holders from time to time of BP Amoco ADRs (the "Deposit Agreement"). At the Effective Time, all ARCO Common which are held by EASTERN Shares (other than any CH-Twenty ARCO Shares) shall no longer be outstanding, shall be canceled and retired and shall cease to exist exist, and each certificate (a "Certificate") formerly representing any of such ARCO Common Shares (other than Excluded ARCO Shares) shall thereafter represent only the right to the Merger Consideration and the right, if any, to receive pursuant to Section 1.6 cash in lieu of fractional BP Amoco Depositary Shares (or, if applicable, fractional BP Amoco Ordinary Shares) and any dividend or distribution pursuant to Section 1.4.6, in each case without interest. BP Amoco shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the BP Amoco Ordinary Shares, BP Amoco Depositary Shares and any BP Amoco ADRs in connection therewith. 1.3.3. Each share of common stock of Merger Sub, par value $.001 per share ("Merger Sub Common Stock"), outstanding immediately prior to the Effective Time shall be canceled and, in consideration for the issuance of the BP Amoco Ordinary Shares referred to in Section 1.3.4, the Surviving Corporation shall issue to BP Amoco at the Effective Time such number of shares of common stock as is equal to the number of ARCO Common Shares outstanding immediately prior to the Effective Time (excluding any CH-Twenty ARCO Shares) with the same rights, powers and privileges as the ARCO Common Shares, which shares of common stock, together with the CH-Twenty ARCO Shares, shall constitute the only outstanding shares of common stock of the Surviving Corporation. 1.3.4. In consideration of the issue to BP Amoco by the Surviving Corporation of shares of common stock of the Surviving Corporation pursuant to Section 1.3.3, BP Amoco shall issue, in accordance with Section 1.4, such number of BP Amoco Ordinary Shares as is equal to the number of ARCO Common Shares outstanding immediately prior to the Effective Time (other than the Excluded ARCO Shares) multiplied by the Exchange Ratio to permit (i) the issuance of BP Amoco Depositary Shares and (ii) if elected by any holder of ARCO Common Shares in the manner provided in Section 1.4.1, the delivery of BP Amoco Ordinary Shares, in registered form, to the holders of such ARCO Common Shares for the purpose of giving effect to the delivery of the Merger Consideration referred to in Section 1.3.2. 1.3.5. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, ARCO changes the number of ARCO Common Shares, or BP Amoco changes the number of BP Amoco Ordinary Shares, issued and outstanding as a result of a stock split, stock combination, stock dividend, recapitalization, redenomination of share capital or other similar transaction, the Exchange Ratio and other items dependent thereon shall be appropriately adjusted. 1.3.6. Each share of ARCO $3.00 Preference Stock and each share of ARCO $2.80 Preference Stock (each as defined in Section 2.1.2.2) outstanding immediately prior to the Effective Time shall remain outstanding, without change, after the Effective Time, and no stock of NETWORK or other consideration shall be delivered in exchange therefor. All shares of preferred stock of EASTERN which remain outstanding at the Effective Time shall be canceled ; provided, however, BP Amoco agrees that from and retired and shall cease to exist and no stock of NETWORK or other consideration shall be delivered in exchange therefor. Each share of common stock, $.01 par value, of Acquisition shall become a share of the Surviving Corporation's common stock. (b) At after the Effective Time, by virtue the number of the Merger and without any action on the part of NETWORK, EASTERN or the holders of any shares of the EASTERN Common, (i) BP Amoco Ordinary Shares into which each share of EASTERN Common, issued ARCO $3.00 Preference Stock and outstanding each share of ARCO $2.80 Preference Stock shall be convertible shall be equal in each case to the number of ARCO Common Shares into which such share was convertible immediately prior to the Effective Time which under the terms of Section 2.1(d) is to be converted into the right to receive a number of shares of common stockTime, par value $.0001 per share of NETWORK (the "NETWORK Common") shall be converted into the right to receive a number of shares of NETWORK Common equal to multiplied by the Exchange Ratio (as hereinafter defined) (collectively, without any adjustment pursuant to Section 1.3.5 in the "Share Consideration"), conversion rates between such ARCO Preference Stock and (ii) each share of EASTERN ARCO Common issued and outstanding immediately Shares for changes in ARCO Common Shares prior to the Effective Time Time, for which under changes the terms of Section 2.1(d) is to be converted into the right to receive cash ARCO $3.00 Preference Stock and the ARCO $2.80 Preference Stock contained in the restated certificate of incorporation of ARCO shall be converted into provide the right to receive an amount in cash equal to the Per Share Consideration (the "Cash Consideration," and together with the Share Considerationrelevant adjustment, the "Merger Consideration"if any). All shares of EASTERN Common to be converted into shares of NETWORK Common or the right to receive cash pursuant to this Section 2.1(b) are hereinafter referred to as the "Converted Shares." The Exchange Ratio shall mean a number of shares of NETWORK Common determined by dividing (x) the Per Share Consideration by (y) $8.00, and rounding the result to three decimal places. The Per Share Consideration shall be equal to $31,500,000.00 less the amount of adjusted working capital set forth on Schedule 2.1(b), divided by the number of issued and outstanding shares of EASTERN Common at the Effective Time.

Conversion and Exchange of Shares. As of the Effective Time, by virtue of the Merger and without any action on the part of any holder of any shares of common stock, no par valuevalue $.0001 per share, of EASTERN Network (the "EASTERN Network Common"):), Network, or IXC: (a) All shares of EASTERN Network Common which are held by EASTERN Network, if any, shall be canceled and retired and shall cease to exist and no stock of NETWORK or other consideration shall be delivered in exchange therefor. All shares of preferred stock of EASTERN which remain outstanding at the Effective Time shall be canceled and retired and shall cease to exist and no stock of NETWORK IXC or other consideration shall be delivered in exchange therefor. Each share of common stock, par value $.01 par valueper share, of Acquisition shall become a be canceled and retired and be converted into the right to receive one share of the Surviving Corporation's common stock. (b) At the Effective TimeExcept as set forth in Section 2.1(a), by virtue of the Merger and without any action on the part of NETWORK, EASTERN or the holders of any shares of the EASTERN Common, (i) each share of EASTERN Common, issued and outstanding immediately prior to the Effective Time which under the terms of Section 2.1(d) is to be converted into the right to receive a number of shares of common stock, par value $.0001 per share of NETWORK (the "NETWORK Common") shall be converted into the right to receive a number of shares of NETWORK Common equal to the Exchange Ratio (as hereinafter defined) (collectively, the "Share Consideration"), and (ii) each share of EASTERN Network Common issued and outstanding immediately prior to the Effective Time which under the terms of Section 2.1(d) is to be converted into the right to receive cash shall be converted into the right to receive 0.2998 shares (the "Exchange Ratio") of common stock, par value $.01 per share, of IXC (the "IXC Common") (the "Share Consideration"). (c) All warrants or rights to purchase shares of Network Common issued and outstanding immediately prior to the Effective Time (the "Warrants") shall be canceled and converted into the right to receive an amount in cash option (a "New Warrant") to acquire shares of IXC Common equal to the Per Share Consideration number of shares of Network Common subject to purchase under such Warrant multiplied by the Exchange Ratio (the "Cash Warrant Consideration," "). Each New Warrant shall, other than to reflect the application of the Exchange Ratio, contain terms and together with conditions as are substantially similar to the terms and conditions as the Warrant exchanged therefor. The Warrant Consideration and the Share Consideration, Consideration are referred to together herein as the "Merger Consideration"). All shares of EASTERN Common to be converted into shares of NETWORK Common or the right to receive cash pursuant to this . (d) Notwithstanding Section 2.1(b) are hereinafter referred and (c), no fractional share of IXC Common shall be issued in the Merger, whether as a part of the Share Consideration or Warrant Consideration. In lieu thereof, any person who would have received a fractional share of less than one-half will have such fractional share rounded down to as the "Converted Shares." The prior whole share number and any person who would have received a fractional share of one-half or more shall have such fractional share rounded up to the next whole share number. If the application of the Exchange Ratio to any Warrant would result in a New Warrant being issued to acquire any fractional share, such fractional share shall mean a number of likewise be rounded up or down, as applicable. (e) Network acknowledges and represents that 313,000 shares of NETWORK Network Common determined by dividing (x) issued to Mich▇▇▇ ▇▇▇▇ ▇▇▇ held in escrow are included in the Per Share Consideration by (y) $8.00, and rounding the result to three decimal places. The Per Share Consideration shall be equal to $31,500,000.00 less the amount of adjusted working capital set forth on Schedule 2.1(b), divided by the number of issued and outstanding 13,393,678 shares of EASTERN Network Common at outstanding and that any release of such shares from such escrow, whether to Mr. ▇▇▇▇, ▇▇twork, or the Surviving Corporation, will have no effect whatsoever on the Exchange Ratio. (f) In the event of any reclassification, recapitalization or stock split with respect to IXC Common (or if a record date with respect to any of the foregoing should occur) prior to the Effective Time, appropriate and proportionate adjustments, if any, shall be made to the Exchange Ratio and all references to the Exchange Ratio in this Agreement shall be deemed to be the Exchange Ratio as so adjusted.

Conversion and Exchange of Shares. As of the Effective Time, by virtue of the Merger and without any action on the part of any holder of any shares of common stock, no par value, of EASTERN (the "EASTERN Common"): (a) All shares of EASTERN Common which are held by EASTERN shall be canceled and retired and shall cease to exist and no stock of NETWORK or other consideration shall be delivered in exchange therefor. All shares of preferred stock of EASTERN which remain outstanding at the Effective Time shall be canceled and retired and shall cease to exist and no stock of NETWORK or other consideration shall be delivered in exchange therefor. Each share of common stock, $.01 par value, of Acquisition shall become a share of the Surviving Corporation's common stock. (b) At the Effective Time, by virtue of the Merger and without any further action on the part of NETWORKMerger Sub, EASTERN Parent, the Company or the holders of any shares stockholder of the EASTERN Common, Company or Merger Sub: (i) each share of EASTERN Common, Company Common Stock issued and outstanding immediately prior to the Effective Time (“Shares”) (other than (x) shares of Company Common Stock held by the Company, Parent or Merger Sub or any direct or indirect wholly-owned Subsidiary of either the Company or Parent (“Excluded Shares”) and (y) shares of Company Common Stock with respect to which under the terms holder thereof shall have properly complied with the provisions of Section 2.1(d) is 262 of the DGCL as to be converted into the right to receive a number of shares of common stock, par value $.0001 per share of NETWORK appraisal rights (the "NETWORK Common"“Dissenting Shares”)) shall be converted into the right to receive a number of shares of NETWORK Common equal receive, in accordance with this Article I, $25.00 in cash per share, without interest (the per share cash consideration to be issued to the Exchange Ratio (as hereinafter defined) (collectivelyholders of such Shares, the "Share “Merger Consideration"”), and ; (ii) each share of EASTERN Company Common Stock converted into the Merger Consideration pursuant to Section 1.5(a)(i) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate that immediately prior to the Effective Time represented any such Shares (each, a “Certificate”) or Shares represented by book-entry (the “Book-Entry Shares”) (other than Certificates or Book-Entry Shares representing Excluded Shares or Dissenting Shares) shall thereafter represent only the right to receive the Merger Consideration for each share covered thereby upon surrender of such Certificate or transfer of such Book-Entry Shares in accordance with this Article I; (iii) each Excluded Share issued and outstanding immediately prior to the Effective Time, by virtue of the Merger, shall cease to be outstanding and shall be automatically canceled and retired without payment of any consideration therefor and shall cease to exist; and (iv) each share of the common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time which under the terms of Section 2.1(d) is to shall automatically be converted into one (1) newly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the right to receive cash shall be converted into Surviving Corporation. (b) If, during the right to receive an amount in cash equal to period commencing on the Per Share Consideration (the "Cash Consideration," Agreement Date and together with the Share Consideration, the "Merger Consideration"). All shares of EASTERN Common to be converted into shares of NETWORK Common or the right to receive cash pursuant to this Section 2.1(b) are hereinafter referred to as the "Converted Shares." The Exchange Ratio shall mean a number of shares of NETWORK Common determined by dividing (x) the Per Share Consideration by (y) $8.00, and rounding the result to three decimal places. The Per Share Consideration shall be equal to $31,500,000.00 less the amount of adjusted working capital set forth on Schedule 2.1(b), divided by the number of issued and outstanding shares of EASTERN Common ending at the Effective Time, the outstanding shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, merger, issuer tender offer, exchange of shares or other like change with respect to Company Common Stock, then the Merger Consideration shall be appropriately adjusted; provided that the Company shall be required to comply with Section 4.2 in connection with any such action.

Conversion and Exchange of Shares. As of At the Effective Time: (a) Each share of common stock, par value $0.001 per share, of Voicestream ("VOICESTREAM COMMON SHARES") owned by DT or Voicestream immediately prior to the Effective Time (each, an "EXCLUDED VOICESTREAM SHARE") shall, by virtue of the Merger, and without any action on the part of the holder thereof, no longer be outstanding, be canceled and retired without payment of any consideration therefor and shall cease to exist. (b) Subject to the further provisions of this Section 1.05, each Voicestream Common Share, other than Excluded Voicestream Shares and Dissenting Shares, issued and outstanding immediately prior to the Effective Time shall by virtue of the Merger and without any action on the part of any the holder thereof, be converted into the right to receive: (i) for each Voicestream Common Share in respect of any shares which an effective Election shall have been made, one of common stock, no par value, the following: (A) a combination of EASTERN $30 in cash (the "EASTERN CommonPER SHARE CASH AMOUNT"): (a) All and 3.2 validly issued, fully paid and nonassessable ordinary shares of EASTERN DT ("DT ORDINARY SHARES"), subject to adjustment as provided in Section 1.05(g) (the "MIXED CONSIDERATION"), (B) $200.00 in cash (the "CASH CONSIDERATION"), subject to proration and/or adjustment as provided in Sections 1.05(e) and (g) or (C) 3.7647 DT Ordinary Shares (the "EXCHANGE RATIO"), subject to proration and/or adjustment as provided in Sections 1.05(f) and (g) (the "STOCK CONSIDERATION") and (ii) for each Voicestream Common Share in respect of which are held by EASTERN shall be canceled and retired and shall cease no effective Election has been made for any reason, the Mixed Consideration. The consideration payable pursuant to exist and no stock of NETWORK or other consideration shall be delivered in exchange therefor. All shares of preferred stock of EASTERN which remain outstanding at this paragraph (b) is referred to herein collectively as the Effective Time shall be canceled and retired and shall cease to exist and no stock of NETWORK or other consideration shall be delivered in exchange therefor. Each share of common stock, $.01 par value, of Acquisition shall become a share of the Surviving Corporation's common stock"MERGER CONSIDERATION". (bc) At For purposes of this Section 1.05, "AGGREGATE CASH AMOUNT" shall equal the Effective Time, by virtue product of (1) the Merger Per Share Cash Amount and without any action on (2) the part total number of NETWORK, EASTERN or the holders of any shares of the EASTERN Common, (i) each share of EASTERN Common, issued and Voicestream Common Shares outstanding immediately prior to the Effective Time which under the terms of Section 2.1(d) is to be converted into the right to receive a number of shares of common stock, par value $.0001 per share of NETWORK (the "NETWORK Common") shall be converted into the right to receive a number of shares of NETWORK Common equal to the Exchange Ratio (as hereinafter defined) (collectively, the "Share Consideration"), and (ii) each share of EASTERN Common issued and outstanding immediately prior to the Effective Time which under the terms of Section 2.1(d) is to be converted into the right to receive cash shall be converted into the right to receive an amount in cash equal to the Per Share Consideration (the "Cash Consideration," and together with the Share Consideration, the "Merger Consideration"). All shares of EASTERN Common to be converted into shares of NETWORK Common or the right to receive cash pursuant to this Section 2.1(b) are hereinafter referred to as the "Converted Shares." The Exchange Ratio shall mean a number of shares of NETWORK Common determined by dividing (x) the Per Share Consideration by (y) $8.00, and rounding the result to three decimal places. The Per Share Consideration shall be equal to $31,500,000.00 less the amount of adjusted working capital set forth on Schedule 2.1(b), divided by the number of issued and outstanding shares of EASTERN Common at the Effective Time.

Conversion and Exchange of Shares. As of At the Effective Time: --------------------------------- I.3.1. Each ARCO Common Share owned by BP Amoco, ARCO or any Subsidiary (as defined in Section 2.1.1) of BP Amoco or ARCO (other than CH-Twenty Holdings, LLC, a Delaware limited liability company and a Subsidiary of ARCO ("CH-Twenty")) immediately prior to the Effective Time, --------- including the ARCO Common Shares acquired by BP Amoco in the DSC II Share Exchange (each, a "Canceled ARCO Share"), shall, by virtue of the Merger Merger, ------------------- and without any action on the part of any the holder thereof, no longer be outstanding, shall be canceled and retired without payment of any shares of common stock, no par value, of EASTERN consideration therefor and shall cease to exist. The ARCO Common Shares owned by CH-Twenty immediately prior to the Merger (if any) (the "EASTERN CommonCH-Twenty --------- ARCO Shares" and, together with the Canceled ARCO Shares, the "):Excluded ----------- -------- ARCO Shares") shall remain outstanding, without change, after the Effective ----------- Time, and no consideration shall be delivered in exchange therefor. I.3.2. Each ARCO Common Share outstanding immediately prior to the Effective Time, other than Excluded ARCO Shares, shall be converted into and shall be canceled in exchange for the right to receive 4.92 (athe "Exchange Ratio") All BP Amoco Ordinary Shares, which shall be delivered to the --------------- holders of ARCO Common Shares (other than Excluded ARCO Shares) (i) in the form of American depositary shares (the "BP Amoco Depositary Shares"), each -------------------------- representing the right to receive six BP Amoco Ordinary Shares, or (ii) if and to the extent elected by any such holder in a timely manner in accordance with Section 1.4.1, in the -3- form of EASTERN BP Amoco Ordinary Shares, in registered form, rather than BP Amoco Depositary Shares (the "Merger Consideration"). The BP Amoco Depositary -------------------- Shares may be evidenced by one or more receipts ("BP Amoco ADRs") issued in ------------- accordance with the Amended and Restated Deposit Agreement, dated as of December 31, 1998, among BP Amoco, ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Depositary (the "Depositary"), and the holders from time to time ---------- of BP Amoco ADRs (as amended or supplemented through the Effective Time, the "Deposit Agreement"). At the Effective Time, all ARCO Common which are held by EASTERN Shares ----------------- (other than any CH-Twenty ARCO Shares) shall no longer be outstanding, shall be canceled and retired and shall cease to exist exist, and no each certificate (a "Certificate") formerly representing any of such ARCO Common ----------- Shares (other than Excluded ARCO Shares) and each uncertificated ARCO Common Share (other than Excluded ARCO Shares) shall thereafter represent only the right to the Merger Consideration and the right, if any, to receive pursuant to Section 1.6 cash in lieu of fractional interests in BP Amoco Depositary Shares (such fractional interests to include, for all purposes under this Agreement, Excess Ordinary Shares (as defined in Section 1.4.1) representing such a fractional interest in accordance with Section 1.6) and any dividend or distribution pursuant to Section 1.4.6, in each case without interest. BP Amoco shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the BP Amoco Ordinary Shares, BP Amoco Depositary Shares and any BP Amoco ADRs in connection therewith. I.3.3. Each share of common stock of NETWORK or other consideration shall be delivered in exchange therefor. All shares of preferred stock of EASTERN which remain Merger Sub, par value $.001 per share ("Merger Sub Common Stock"), outstanding at immediately prior to the ----------------------- Effective Time shall be canceled and retired and and, in consideration for the issuance of the BP Amoco Ordinary Shares referred to in Section 1.3.4, the Surviving Corporation shall cease issue to exist and no stock BP Amoco at the Effective Time such number of NETWORK or other consideration shall be delivered in exchange therefor. Each share shares of common stock, $.01 par value, stock as is equal to the number of Acquisition shall become a share of the Surviving Corporation's common stock. (b) At the Effective Time, by virtue of the Merger and without any action on the part of NETWORK, EASTERN or the holders of any shares of the EASTERN Common, (i) each share of EASTERN Common, issued and ARCO Common Shares outstanding immediately prior to the Effective Time (excluding any CH- Twenty ARCO Shares) with the same rights, powers and privileges as the ARCO Common Shares, which under the terms of Section 2.1(d) is to be converted into the right to receive a number of shares of common stock, par value $.0001 per share together with the CH-Twenty ARCO Shares, shall constitute the only outstanding shares of NETWORK (common stock of the "NETWORK Common") shall be converted into Surviving Corporation. I.3.4. In consideration of the right issue to receive a number BP Amoco by the Surviving Corporation of shares of NETWORK Common common stock of the Surviving Corporation pursuant to Section 1.3.3, BP Amoco shall issue, in accordance with Section 1.4, such number of BP Amoco Ordinary Shares as is equal to (a) the Exchange Ratio (as hereinafter defined) (collectively, the "Share Consideration"), and (ii) each share number of EASTERN ARCO Common issued and Shares outstanding immediately prior to the Effective Time which under (other than the terms Excluded ARCO Shares) multiplied by the Exchange Ratio to permit (i) the issuance of BP Amoco Depositary Shares and (ii) if and to the extent elected by any holder of such ARCO Common Shares in a timely manner in accordance with Section 1.4.1, the delivery of BP Amoco Ordinary Shares, in registered form, to the holders of such ARCO Common Shares for the purpose of giving effect to the delivery of the Merger Consideration referred to in Section 1.3.2 , less (b) the aggregate number of BP Amoco Ordinary Shares that would (but for the provisions of Section 2.1(d1.6) is be issued in respect of fractional interests in BP Amoco Depositary Shares. I.3.5. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, ARCO changes the number of ARCO Common Shares, or BP Amoco changes the number of BP Amoco Ordinary Shares, issued and outstanding as a result of a stock split, stock combination, stock dividend, recapitalization, redenomination of share capital or other similar transaction, the Exchange Ratio and other items dependent thereon (including the number of BP Amoco Ordinary Shares to be converted into exchanged for each ARCO Common Share in the right to receive cash DSC II Share Exchange) shall be converted into appropriately adjusted. Without limiting the right to receive an amount generality of the foregoing, in cash equal to the Per Share Consideration event that the proposed one-for-one subdivision of the ordinary share capital of BP Amoco (the "Cash Consideration," Share Subdivision") is approved by the requisite vote of ----------------- shareholders of BP Amoco at the BP Amoco Shareholder Meeting (as defined in Section 3.4) and together with otherwise becomes effective prior to the Share ConsiderationEffective Time, the "Merger Consideration"). All shares of EASTERN Common Exchange Ratio shall for all purposes under this Agreement be 9.84, subject to be converted into shares of NETWORK Common or the right to receive cash any further adjustments pursuant to this Section 2.1(b) are hereinafter referred to as the "Converted Shares." The Exchange Ratio shall mean a number of shares of NETWORK Common determined by dividing (x) the Per Share Consideration by (y) $8.001.3.5, and rounding references herein to the result to three decimal places. The Per nominal value of each BP Amoco Ordinary Share Consideration shall be equal deemed to be $31,500,000.00 less the amount 0.25. I.3.6. Each share of adjusted working capital set forth on Schedule 2.1(b), divided by the number ARCO $3.00 Preference Stock and each share of issued and outstanding shares of EASTERN Common at the Effective TimeARCO $2.80 Preference Stock (each as defined in Section 2.1.

Conversion and Exchange of Shares. As of At the Effective Time: (a) Each share of common stock, par value $0.01 per share, of Powertel ("POWERTEL COMMON STOCK") and Powertel Preferred Stock (as defined below) owned by DT or Powertel immediately prior to the Effective Time (each, an "EXCLUDED POWERTEL SHARE") shall, by virtue of the Merger, and without any action on the part of the holder thereof, no longer be outstanding, be cancelled and retired without payment of any consideration therefor and shall cease to exist. (b) By virtue of the Merger and without any action on the part of any the holder of any shares of common stock, no par value, of EASTERN thereof (the "EASTERN Common"): (a) All shares of EASTERN Common which are held by EASTERN shall be canceled and retired and shall cease to exist and no stock of NETWORK or other consideration shall be delivered in exchange therefor. All shares of preferred stock of EASTERN which remain outstanding at the Effective Time shall be canceled and retired and shall cease to exist and no stock of NETWORK or other consideration shall be delivered in exchange therefor. Each share of common stock, $.01 par value, of Acquisition shall become a share each of the Surviving Corporation's common stock.following cases other than Excluded Powertel Shares) and subject to the further provisions of this Section 1.05: (b) At the Effective Time, by virtue of the Merger and without any action on the part of NETWORK, EASTERN or the holders of any shares of the EASTERN Common, (i) each share of EASTERN Common, Powertel Common Stock issued and outstanding immediately prior to the Effective Time which under the terms of Section 2.1(d) is to be converted into the right to receive a number of shares of common stock, par value $.0001 per share of NETWORK (the "NETWORK Common") shall be converted into the right to receive a number of shares of NETWORK Common equal to the Exchange Ratio 2.6353 validly issued, fully paid and nonassessable DT Ordinary Shares (as hereinafter defined) (collectively, the "Share ConsiderationCOMMON STOCK EXCHANGE RATIO"), and ; (ii) each share of EASTERN Common Powertel Series A Preferred Shares (as defined below) and Powertel Series B Preferred Shares (as defined below) issued and outstanding immediately prior to the Effective Time which under the terms of Section 2.1(d) is to be converted into the right to receive cash shall be converted into the right to receive an amount in cash equal to the Per Share Consideration 121.9294 validly issued, fully paid and nonassessable DT Ordinary Shares (the "Cash Consideration," and together with the Share Consideration, the "Merger ConsiderationSERIES A AND B PREFERRED EXCHANGE RATIO"). All shares ; (iii) each share of EASTERN Common Powertel Series D Preferred Shares (as defined below) issued and outstanding immediately prior to the Effective Time shall be converted into shares of NETWORK Common or the right to receive cash pursuant to this Section 2.1(b) are hereinafter referred to as 93.0106 validly issued, fully paid and nonassessable DT Ordinary Shares (the "Converted Shares." The Exchange Ratio SERIES D PREFERRED EXCHANGE RATIO"); and (iv) each share of Powertel Series E Preferred Shares (as defined below) and Powertel Series F Preferred Shares (as defined below) issued and outstanding prior to the Effective Time shall mean be converted into the right to receive (A) 179.5979 validly issued, fully paid and non-assessable DT Ordinary Shares (the "SERIES E AND F PREFERRED EXCHANGE RATIO"), plus (B) a number of validly issued, fully paid and nonassessable DT Ordinary Shares equal to the product of the number of shares of NETWORK Powertel Common determined by dividing Stock representing accrued or declared but unpaid dividends on such Powertel Series E Preferred Share or Powertel Series F Preferred Share (x) calculated as if the Per Share Consideration by (y) $8.00Closing Date were a dividend payment date), as the case may be, and rounding the result to three decimal placesCommon Stock Exchange Ratio. The Per Share consideration payable pursuant to this paragraph (b) is referred to herein as the "MERGER CONSIDERATION." (c) Any DT Ordinary Shares constituting a portion of the Merger Consideration shall be equal delivered to $31,500,000.00 less the amount holders of adjusted working capital set forth on Schedule 2.1(bPowertel Stock in the form of American depositary shares, each representing the right to receive one DT Ordinary Share (the "DT DEPOSITARY SHARES"). The DT Depositary Shares may be evidenced by one or more receipts ("DT ADRS") issued in accordance with the Deposit Agreement, divided by the number dated as of issued and outstanding shares of EASTERN Common at the Effective Time.November 18, 1996, as amended, among

Conversion and Exchange of Shares. As of At the Effective Time: 1.3.1. Each ARCO Common Share owned by BP Amoco, ARCO or any Subsidiary (as defined in Section 2.1.1) of BP Amoco or ARCO (other than CH-Twenty, Inc. , a Delaware corporation and a Subsidiary of ARCO ("CH- Twenty")) immediately prior to the Effective Time (each, a "Canceled ARCO Share") shall, by virtue of the Merger Merger, and without any action on the part of any the holder thereof, no longer be outstanding, shall be canceled and retired without payment of any shares of common stock, no par value, of EASTERN consideration therefor and shall cease to exist. The ARCO Common Shares owned by CH-Twenty immediately prior to the Merger (if any) (the "EASTERN CommonCH-Twenty ARCO Shares" and, together with the Canceled ARCO Shares, the "):Excluded ARCO Shares") shall remain outstanding, without change, after the Effective Time, and no consideration shall be delivered in exchange therefor. 1.3.2. Each ARCO Common Share outstanding immediately prior to the Effective Time, other than Excluded ARCO Shares, shall be converted into and shall be canceled in exchange for the right to receive 4.92 (athe "Exchange Ratio") All ordinary shares, of nominal value $0.50 each, of BP Amoco (each, a "BP Amoco Ordinary Share"), which shall be delivered to the holders of ARCO Common Shares (other than Excluded ARCO Shares) (i) in the form of American depositary shares (the "BP Amoco Depositary Shares"), each representing the right to receive six BP Amoco Ordinary Shares, or (ii) if and to the extent elected by any such holder in the manner provided in Section 1.4.1, in the form of EASTERN BP Amoco Ordinary Shares, in registered form, rather than BP Amoco Depositary Shares (the "Merger Consideration"). The BP Amoco Depositary Shares may be evidenced by one or more receipts ("BP Amoco ADRs") issued in accordance with the Amended and Restated Deposit Agreement, dated as of December 31, 1998, among BP Amoco, ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Depositary (the "Depositary"), and the holders from time to time of BP Amoco ADRs (the "Deposit Agreement"). At the Effective Time, all ARCO Common which are held by EASTERN Shares (other than any CH-Twenty ARCO Shares) shall no longer be outstanding, shall be canceled and retired and shall cease to exist exist, and no stock each certificate (a "Certificate") formerly representing any of NETWORK such ARCO Common Shares (other than Excluded ARCO Shares) shall thereafter represent only the right to the Merger Consideration and the right, if any, to receive pursuant to Section 1.6 cash in lieu of fractional BP Amoco Depositary Shares (or, if applicable, fractional BP Amoco Ordinary Shares) and any dividend or distribution pursuant to Section 1.4.6, in each case without interest. BP Amoco shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other consideration shall be delivered taxes and similar levies imposed in exchange therefor. All shares connection with the issuance or creation of preferred stock of EASTERN which remain outstanding at the Effective Time shall be canceled BP Amoco Ordinary Shares, BP Amoco Depositary Shares and retired and shall cease to exist and no stock of NETWORK or other consideration shall be delivered any BP Amoco ADRs in exchange thereforconnection therewith. 1.3.3. Each share of common stockstock of Merger Sub, par value $.01 par value.001 per share ("Merger Sub Common Stock"), of Acquisition shall become a share of the Surviving Corporation's common stock. (b) At the Effective Time, by virtue of the Merger and without any action on the part of NETWORK, EASTERN or the holders of any shares of the EASTERN Common, (i) each share of EASTERN Common, issued and outstanding immediately prior to the Effective Time which under shall be canceled and, in consideration for the terms issuance of the BP Amoco Ordinary Shares referred to in Section 2.1(d) is 1.3.4, the Surviving Corporation shall issue to be converted into BP Amoco at the right to receive a Effective Time such number of shares of common stock, par value $.0001 per share of NETWORK (the "NETWORK Common") shall be converted into the right to receive a number of shares of NETWORK Common stock as is equal to the Exchange Ratio (as hereinafter defined) (collectively, the "Share Consideration"), and (ii) each share number of EASTERN ARCO Common issued and Shares outstanding immediately prior to the Effective Time (excluding any CH-Twenty ARCO Shares) with the same rights, powers and privileges as the ARCO Common Shares, which under shares of common stock, together with the terms CH-Twenty ARCO Shares, shall constitute the only outstanding shares of common stock of the Surviving Corporation. 1.3.4. In consideration of the issue to BP Amoco by the Surviving Corporation of shares of common stock of the Surviving Corporation pursuant to Section 2.1(d) 1.3.3, BP Amoco shall issue, in accordance with Section 1.4, such number of BP Amoco Ordinary Shares as is to be converted into the right to receive cash shall be converted into the right to receive an amount in cash equal to the Per Share Consideration number of ARCO Common Shares outstanding immediately prior to the Effective Time (other than the "Cash Consideration," Excluded ARCO Shares) multiplied by the Exchange Ratio to permit (i) the issuance of BP Amoco Depositary Shares and together with (ii) if elected by any holder of ARCO Common Shares in the Share Considerationmanner provided in Section 1.4.1, the "delivery of BP Amoco Ordinary Shares, in registered form, to the holders of such ARCO Common Shares for the purpose of giving effect to the delivery of the Merger Consideration"). All shares of EASTERN Common to be converted into shares of NETWORK Common or the right to receive cash pursuant to this Section 2.1(b) are hereinafter Consideration referred to as in Section 1.3.2. 1.3.5. In the "Converted Shares." The Exchange Ratio shall mean a number event that, subsequent to the date of shares of NETWORK Common determined by dividing (x) this Agreement but prior to the Per Share Consideration by (y) $8.00Effective Time, and rounding the result to three decimal places. The Per Share Consideration shall be equal to $31,500,000.00 less the amount of adjusted working capital set forth on Schedule 2.1(b), divided by ARCO changes the number of ARCO Common Shares, or BP Amoco changes the number of BP Amoco Ordinary Shares, issued and outstanding shares as a result of EASTERN Common at a stock split, stock combination, stock dividend, recapitalization, redenomination of share capital or other similar transaction, the Effective TimeExchange Ratio and other items dependent thereon shall be appropriately adjusted. 1.3.6. Each share of ARCO $3.00 Preference Stock and each share of ARCO $2.80 Preference Stock (each as defined in Section 2.1.2.