Common use of Conversion of Company Common Stock Clause in Contracts

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Company Common Stock. At the Effective TimeExcept as otherwise provided in Section 2.05 and subject to Sections 2.01(d), by virtue of the Merger 2.01(e) and without any action on the part of Buyer2.03(e), the Company or the holders of any of the following securities: (a) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to in accordance with Section 1.7(b) and Dissenting Shares, if any2.01(b)) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payablereceive, without interest, to at the election of the holder of such share of Company Common Stockthereof, upon surrender one of the certificate that formerly evidenced following (as adjusted pursuant to Section 2.05, the "Merger Consideration"): (i) for each such share of Company Common Stock in the manner provided in with respect to which an election to receive Parent Shares has been effectively made, and not revoked or lost, pursuant to Section 1.10 2.04 (the “Merger Consideration”); (ba "Share Election") Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and for each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto;to which a Share Election is deemed to have been made pursuant to Section 2.04(d), the right to receive consideration (the "Share Consideration") equal to .1490 fully paid and nonassessable Parent Shares (the "Exchange Ratio"); and (cii) for each such share of Company Common Stock with respect to which an election to receive cash has been effectively made, and not revoked or lost, pursuant to Section 2.04 (a "Cash Election") and for each share of Company Common Stock with respect to which a Cash Election is deemed to have been made pursuant to Section 2.04(d), the right to receive $1.95 in cash (the "Cash Consideration"). At the Effective Time, all such shares of the Company Common Stock converted pursuant to Section 1.7(a) as set forth above shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (“Certificate”) representing or certificates that immediately prior to the Effective Time represented any such shares of Company Common Stock (the "Certificates") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration Consideration, certain dividends or other distributions in accordance with Section 1.7(a2.03(c) and cash in lieu of any fractional share in accordance with Section 2.03(e) upon the surrender of such Certificate in accordance with Section 2.03(b); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporationwithout interest.

Conversion of Company Common Stock. At the Effective Time(i) Subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights), by virtue of the Merger each issued and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each outstanding share of Company Common Stock issued and outstanding held by stockholders of the Company immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive (A) a number of validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Common Stock”) equal to the Common Exchange Ratio (the “Common Stock Consideration”), (B) a number of validly issued, fully paid and nonassessable depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of fixed-rate reset cumulative perpetual preferred stock of Parent, series A, $25,000 stated amount per whole preferred share (the “Series A Parent Preferred Stock”), equal to the Preferred Exchange Ratio (the “Preferred Stock Consideration” and, together with the Common Stock Consideration, the “Stock Consideration”) and (C) an amount in cash equal to $6.25 payableof cash, without interest, equal to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Cash Consideration”); (b) Each share of Company Common Stock issued . From and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At after the Effective Time, all such shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each applicable holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of Certificates or Book-Entry Shares in accordance with Section 1.7(a2.02, including the right to receive, pursuant to Section 2.04, cash in lieu of fractional shares of Parent Common Stock and Depositary Shares, if any, into which such shares of Company Common Stock have been converted pursuant to this Section 2.01(c) (the “Fractional Share Consideration”); and, together with the amounts, if any, payable pursuant to Section 2.02(i). (dii) Each share As of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time Time, all shares of Company Common Stock shall no longer be converted into outstanding, shall automatically be canceled and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation retired and shall constitute the only outstanding cease to exist, and each holder of a certificate or certificates representing any such shares of capital stock Company Common Stock (the “Certificates”) shall cease to have any rights with respect thereto, except the right to receive Merger Consideration, without interest, upon surrender of the Surviving Corporationsuch certificate in accordance with Section 2.02 (Exchange of Certificates).

Conversion of Company Common Stock. At the Effective TimeSubject to Section 2.02 and Section 2.03, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each each share of Company Common Stock (including any shares of Company Common Stock purchased pursuant to a Deposit Share Agreement between the Company and an employee of the Company ) issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to be cancelled or converted into shares of the Surviving Company in accordance with Section 1.7(b2.01(b) and any Dissenting Shares) shall, if any) shall be canceled and shall by virtue of at the Merger and without any action on the part of the holder thereof Effective Time, be converted automatically into the right to receive an amount in cash equal to (i) $6.25 payable, without interest, to the holder of such 133 per share of Company Common Stock, upon surrender without interest (the “Cash Consideration”) and (ii) 0.4506 of the certificate that formerly evidenced such a share of Company Parent Common Stock (the “Exchange Ratio” and, together with the cash in the manner provided lieu of fractional shares of Parent Common Stock as specified in Section 1.10 (2.01(e) and the Cash Consideration, the “Merger Consideration”); (b) Each share . As of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted into the Merger Consideration pursuant to this Section 1.7(a2.01(c) shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of uncertificated shares of Company Common Stock held in book-entry form (“Book-Entry Shares”) or a certificate (“Certificate”) representing that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration Consideration, as well as any dividends or other distributions to which holders of Company Common Stock become entitled in accordance with Section 1.7(a2.02(d); and (d) Each share , without interest and subject to any applicable withholding of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving CorporationTaxes.

Conversion of Company Common Stock. At the Effective Time(i) Subject to Section 2.02(e), by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than but excluding (1) shares to be canceled pursuant to in accordance with Section 1.7(b2.01(b) and (2) any Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount (A) 0.402 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of Parent Common Stock (the “Stock Consideration”) and (B) $4.75 in cash equal to $6.25 payablecash, without interestinterest (the “Cash Consideration” and, to together with the holder of such share of Company Common StockStock Consideration, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) . At the Effective Time, all shares of the Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Section 1.7(a2.01(c) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) representing or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e), without interest, in each case to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 1.7(a2.02(b); and, in the case of certificated shares, and automatically, in the case of book-entry shares. (dii) Each share In the event that between the date of common stockthis Agreement and the Effective Time, par value $1.00 per share, there is a change in the number of Buyer shares of Parent Common Stock or Company Common Stock or securities convertible or exchangeable into or exercisable for shares of Parent Common Stock or Company Common Stock issued and outstanding immediately prior as a result of a reclassification, stock split (including a reverse split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Exchange Ratio shall be appropriately adjusted to reflect such action. (iii) The right of any holder of Company Common Stock to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e) shall, to the extent provided in Section 2.02(j), be subject to and reduced by the amount of any withholding that is required under applicable Tax Law. (iv) At the Effective Time, subject to and in accordance with Section 5.04, all Company Stock Options (including those former Holdings Stock Options) issued and outstanding at the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporationassumed by Parent.

Conversion of Company Common Stock. At the Effective TimeExcept as otherwise provided in Section 2.6(a)(i), by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities:subject to Section 2.6(b): (a1) Each share of Company Series A Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Sharesshall automatically, if any) shall be canceled and shall by virtue of the Merger and without any action election on the part of the holder thereof Company Stockholders, be converted automatically into the right to receive an amount in cash a number of shares of Parent Common Stock equal to $6.25 payable, without interest, to the holder Exchange Ratio (such shares of such share of Company Parent Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Series A Consideration”);; and (b2) Each share of Company Series B Common Stock issued and outstanding immediately prior to the Effective Time that is owned by shall automatically, and without any election on the part of the Company Stockholders, be converted into the right to receive a number of shares of Parent or Buyer and each share of Company Common Stock equal to the Exchange Ratio (such shares of Parent Common Stock, the “Series B Consideration”, and Preferred together with (y) the Series A Consideration and (z) (without duplication of the Series A Consideration and Series B Consideration) any cash in lieu of fractional shares of Parent Common Stock (collectivelyto be paid pursuant to Section 2.7(e), the “Company StockMerger Consideration”) that is owned by the Company as treasury stock shall be canceled ). From and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At after the Effective Time, all shares of the Company Common Stock converted pursuant that were outstanding immediately prior to Section 1.7(a) the Effective Time shall no longer cease to be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of (A) a certificate (a “Certificate”) representing any that immediately prior to the Effective Time represented such shares of Company Common Stock shall or (B) such shares immediately prior to the Effective Time in non-certificated book-entry form (the “Book Entry Shares”) shall, in each case, thereafter cease to have any rights with respect theretoto such shares of Company Common Stock, except the right to receive the Merger Consideration to be issued in consideration therefor and any dividends or other distributions to which holders of shares become entitled in accordance with this Article II upon the surrender of such Certificate or exchange of Book Entry Shares in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation2.7.

Conversion of Company Common Stock. At the Effective TimeSubject to Section 3.3, by virtue of the Merger each issued and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares canceled of Company Common Stock to be cancelled and retired pursuant to Section 1.7(b) and Dissenting Shares3.1(b)), if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payablethe following consideration, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 interest (the “Merger Consideration”): (i) 0.2482 (as may be adjusted pursuant to Section 3.4, the “Exchange Ratio”) shares of common stock, par value $0.01 per share, of Parent, fully paid and nonassessable, (collectively, the “Parent Common Stock”) (such Parent Common Stock, together with any cash in lieu of fractional Parent Common Stock to be paid pursuant to Section 3.2(f), the “Stock Consideration”); (bii) $1.50 in cash (the “Cash Consideration”); and (iii) one contingent value right (a “CVR”) issued by Parent subject to and in accordance with the CVR Agreement. Each share of Company Common Stock CVR issued and outstanding immediately prior as Merger Consideration hereunder will be in the form attached as Annex A to the CVR Agreement (the “CVR Certificate”). At the Effective Time that is owned by Parent or Buyer and Time, each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to existbe outstanding, and, in the case of book-entry shares (“Book-Entry Shares”), the names of the former registered holders shall be removed from the registry of holders of such shares, and (A) each holder of a certificate representing any such shares (other than Book-Entry Shares) of Company Common Stock (a “Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and upon the surrender of such Certificate (d) Each for each share of common stockCompany Common Stock previously represented thereby), par value $1.00 per share, and (B) each holder of Buyer issued and outstanding immediately prior Book-Entry Shares shall cease to have any rights with respect thereto except the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share right to receive the Merger Consideration following such removal of common stock, par value $1.00 per share, such holder’s name from the registry of the Surviving Corporation and shall constitute the only outstanding holders of such shares of capital stock of the Surviving Corporation(for each such Book-Entry Share).

Conversion of Company Common Stock. At the Effective Time, Time by virtue of the Merger and without any action on the part of BuyerParent, the Sub, Company or the holders holder of any of the following securities: (a) Each share of common stock, par value $0.01 per share, of Company Common Stock (the "COMPANY COMMON STOCK"), together with the associated preferred stock purchase rights (the "COMPANY RIGHTS") under the Company Rights Agreement (as defined in Section 3.24) issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled pursuant to Section 1.7(b1.5(c) and Dissenting Shares, if anyShares (as defined in Section 1.5(d))) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount (i) $4.90 in cash equal to $6.25 payable, without interest, payable to the holder of such share of Company Common Stockthereof, upon surrender without interest thereon (the "CASH CONSIDERATION") and (ii) one residual value obligation (each, a "RVO") having the principal terms described in Exhibit A hereto (the "RVO CONSIDERATION", and, together with the Cash Consideration, the "MERGER CONSIDERATION"). (b) All of the certificate that formerly evidenced such share shares of Company Common Stock in and Company Rights issued and outstanding immediately prior to the manner provided Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist as of the Effective Time, and each certificate (each a "COMMON CERTIFICATE") previously representing any such shares of Company Common Stock and Company Rights (other than shares canceled pursuant to Section 1.5(c) and Dissenting Shares) shall thereafter represent solely the right to receive the Merger Consideration into which the shares of Company Common Stock and Company Rights represented by such Common Certificate have been converted pursuant to this Section 1.5. (c) At the Effective Time, all shares of Company Common Stock that are held by Company as treasury stock, if any, or by Parent or any of Parent's wholly-owned Subsidiaries (as defined in Section 1.10 (the “Merger Consideration”);3.1) shall automatically be canceled and shall cease to exist, and no cash, stock of Parent or other consideration shall be delivered in exchange therefor. (bd) Each share Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned held by Parent holders (if any) who have not voted in favor of this Agreement or Buyer consented thereto in writing and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made who have demanded dissenters' rights with respect thereto; (c) At thereto in accordance with Sections 302A.471 and 302A.473 of the MBCA and, as of the Effective Time, all shares have not failed to perfect or have not effectively withdrawn or lost their dissenters' rights under Sections 302A.471 and 302A.473 of the Company Common Stock converted pursuant to Section 1.7(aMBCA ("DISSENTING SHARES") shall no longer not be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except converted into the right to receive the Merger Consideration as described in Section 1.5(a), but holders of such shares shall be entitled to receive payment of the fair value of such Dissenting Shares in accordance with Section 1.7(athe provisions of Sections 302A.471 and 302A.473 of the MBCA (but only after the amount thereof shall be agreed upon or finally determined pursuant to the provisions of the MBCA); and, except that any Dissenting Shares held by a holder who shall have failed to perfect or shall have effectively withdrawn or lost its dissenter's rights under Sections 302A.471 and 302A.473 of the MBCA shall thereupon be deemed to have been converted into the right to receive the Merger Consideration and shall no longer be considered Dissenting Shares. Company shall give Parent (i) prompt notice of any written demands for dissenter's rights, attempted withdrawals of such demands and any other instruments served pursuant to the MBCA received by Company relating to dissenting shareholders' rights and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for fair value under the MBCA. Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for fair value for capital stock of Company, offer to settle or settle any such demands or approve any withdrawal of any such demands. (de) Each share of common stock, par value $1.00 per share, capital stock of Buyer Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable identical share of common stock, par value $1.00 per share, the capital stock of the Surviving Corporation and shall constitute the only issued and outstanding shares of capital stock of the Surviving CorporationCorporation following the Effective Time.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (ai) Each share of Company Common Stock and associated Stockholder Right (to the extent outstanding at the Effective Time) issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to in accordance with Section 1.7(b3.01(b) and any Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof thereupon be converted automatically into and shall thereafter represent only the right to receive an amount in a cash payment equal to $6.25 payable7.25 per share, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 interest (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) . At the Effective Time, all such shares of the Company Common Stock converted pursuant and associated Stockholder Rights (to Section 1.7(athe extent outstanding at the Effective Time) shall no longer cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (“Certificate”) representing Certificate or Book-Entry Share which immediately prior to the Effective Time represented any such shares of Company Common Stock and associated Stockholder Rights (to the extent outstanding at the Effective Time) shall cease to have any rights with respect thereto, except thereafter represent only the right to receive the Merger Consideration therefor upon surrender of such shares of Company Common Stock and associated Stockholder Rights (to the extent outstanding at the Effective Time) in accordance with Section 1.7(a); and3.02, without interest thereon. (dii) Each share If at any time during the period between the date of common stock, par value $1.00 per share, of Buyer issued this Agreement and outstanding immediately prior to the Effective Time shall be converted into and become one validly issuedTime, fully paid and nonassessable share of common stock, par value $1.00 per share, of any change in the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCompany, or securities convertible into or exchangeable into or exercisable for shares of such capital stock, shall occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, merger or other similar transaction, the Merger Consideration shall be equitably adjusted, without duplication, to reflect such change; provided, that nothing in this Section 3.01(c)(ii) shall be construed to permit the Company to take any action with respect to its securities that is otherwise prohibited by the terms of this Agreement.

Conversion of Company Common Stock. At the Effective TimeSubject to Section 2.02(j), by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to in accordance with Section 1.7(b) and Dissenting Shares, if any2.01(b)) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount $37.00 in cash equal to $6.25 payablecash, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 interest (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) . At the Effective Time, subject to Section 2.02(j), all such shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (“Certificate”) representing which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 1.7(a2.02(b); and (d) Each share , without interest. Notwithstanding the foregoing, if between the date of common stock, par value $1.00 per share, of Buyer issued this Agreement and outstanding immediately prior to the Effective Time shall be converted into and become one validly issuedTime, fully paid and nonassessable share of common stock, par value $1.00 per share, of (i) the Surviving Corporation and shall constitute the only outstanding shares of capital stock Company Common Stock shall have been changed into a different number of shares or a different class, by reason of the Surviving Corporationoccurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, (ii) the Company declares or pays any cash dividend (other than the $0.11 cash dividend declared by the Board of Directors of the Company on June 22, 2006 and payable on August 4, 2006 to record holders of Company Common Stock on July 28, 2006; it being understood that no further dividends or distributions shall be declared or paid by the Company to its stockholders while this Agreement is in effect) or (iii) the Company declares or pays any non-cash dividends or distributions, then in any such case the Merger Consideration shall be appropriately adjusted to reflect such action. The right of any holder of a Certificate to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) shall be subject to and reduced by the amount of any withholding that is required under applicable tax Law.

Conversion of Company Common Stock. (i) At the Effective Time, by virtue of the Merger and without any action on the part of BuyerParent, Merger Sub or the Company or the holders of any of the following securities: (a) Each their respective stockholders, each share of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(bincluding, for the avoidance of doubt, Class A Common Stock issued upon the Class B Common Stock Conversion, but excluding any (A) and Dissenting Canceled Shares, if any(B) Dissenting Shares or (C) shares of Class A Common Stock contributed to Parent by the Rollover Investors (collectively, the “Rollover Shares”) prior to the Effective Time) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be automatically converted automatically into the right to receive an amount in cash equal to $6.25 payable5.00 (such amount of cash, without interestas may be adjusted pursuant to Section 3.02(d), is hereinafter referred to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (as the “Merger Consideration”);, payable to the holder thereof, without interest, in accordance with Section 3.03. (bii) Each share of Company Common Stock issued From and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At after the Effective Time, all of the shares of the Company Class A Common Stock converted into the Merger Consideration pursuant to Section 1.7(a3.02(a)(i) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (each, a “Certificate”) and each holder of a non-certificated share of Class A Common Stock represented by book-entry (each, a “Book-Entry Share”), in each case, outstanding immediately prior to the Effective Time previously representing any such shares of Company Class A Common Stock shall thereafter cease to have any rights with respect theretoto such securities, except the right to receive the Merger Consideration receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 1.7(a); and (d) Each share of common stock3.03, par value $1.00 per sharethe Merger Consideration, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporationwithout interest.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerParent, Merger Sub, the Company or the holders of any of the following securities: (a) Each Company Common Stock, each share of Company Common Stock (each, a “Share”) issued and outstanding immediately prior to the Effective Time (other than shares canceled Dissenting Shares and any Shares to be cancelled pursuant to Section 1.7(b1.5(b)) and Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof will be converted automatically into the right to receive an amount receive, in accordance with the terms of this Agreement, (i) $22.00 in cash equal to $6.25 payable(the “Cash Consideration”), without interest, to and (ii) 0.120 (the holder “Exchange Ratio”) shares of such share validly issued, fully-paid and non-assessable shares of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Parent Common Stock in (the manner provided in Section 1.10 (“Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”); , payable in the manner set forth in Section 2.1. Except as set forth in Section 1.5(b), as a result of the Merger, each holder of a certificate or certificates that immediately prior to the Effective Time represented outstanding Shares (b“Certificates”) Each share and each holder of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time that is owned are not represented by Parent or Buyer and each share of Company Common Stock and Preferred Stock Certificates (collectively, “Company StockBook-Entry Shares”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall will thereafter cease to have any rights with respect thereto, to such Shares except (x) the right to receive the Merger Consideration Consideration, any dividends or other distributions pursuant to Section 2.1(c) and cash in lieu of any fractional shares payable pursuant to Section 2.1(e), in each case to be issued or paid, without interest, in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with Section 1.7(a2.1(b) (or in the case of a lost, stolen or destroyed Certificate, Section 2.1(j); and ) or (dy) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporationas provided by Law.

Conversion of Company Common Stock. At (a) Subject to Section 3.8, at the Effective Time, by virtue of the Merger and without any action on the part of BuyerParent, Merger Sub, the Company, or any holder of Company or the holders of any of the following securitiesCommon Stock: (ai) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(bof Company Common Stock (a) and Dissenting held in the treasury of the Company, (b) that at the commencement of the Offer were owned by Parent or Merger Sub, (c) irrevocably accepted for payment in the Offer, or (d) Appraisal Shares (collectively, the “Excluded Shares, if any”)) shall be automatically canceled and converted into the right to receive an amount in cash and CVR equal to the Offer Price (the “Merger Consideration”), without interest. At the Effective Time, all of the shares of Company Common Stock shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each certificate (a “Company Stock Certificate”) formerly representing any such shares (other than Excluded Shares), and each such non-certificated share represented by book entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Merger Consideration, without interest, to be paid upon surrender of such Company Stock Certificate or Book Entry Share in accordance with Section 3.6. (ii) Each Excluded Share shall, by virtue of the Merger and without any action on the part of the holder thereof thereof, cease to be converted automatically into the right outstanding, shall be cancelled without payment of any consideration therefor and shall cease to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”);exist. (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (ciii) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 0.001 per share, of Buyer Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 0.001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital the Surviving Corporation. From and after the Effective Time, all certificates representing shares of common stock of the Merger Sub, if any, shall be deemed for all purposes to represent the number of shares of common stock of the Surviving CorporationCorporation into which they were converted in accordance with the immediately preceding sentence. (b) Without duplication of the effects of Section 2.1(f), if, between the date hereof and the Effective Time, the outstanding Company Common Stock is changed into a different number or class of shares by reason of any stock split, division, or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization, or other similar transaction, then the consideration into which each share of Company Common Stock is converted in the Merger shall be equitably adjusted to provide the same economic effect to the holders of Company Common Stock as contemplated by this Agreement prior to such action; provided that nothing in this Section 3.5(b) shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant outstanding immediately before the Effective Time, other than shares described in Section 2.6(b) and other than Dissenting Shares, collectively, the "Excluded Shares", shall be converted, by virtue of the Merger, into 55,494,571 shares of IPC Common Stock (the "Merger Shares") so, that the holders of Company Common Stock will own 97% of IPC's issued and outstanding capital stock on a fully diluted basis as of the Effective Date after giving effect to Section 1.7(athe Merger, and the note conversion referred to below, subject to the following: (i) the allocation of the Merger Shares among the Company Shareholders excluding the holders of Dissenting Shares shall be as set forth on Exhibit 2.6 to be delivered to IPC at least one business day prior to the Closing; (ii) the conversion (the "Conversion") by the Company's noteholders immediately prior to the Closing of all outstanding notes owed by the Company into 1,689,500 shares of common stock; (iii) The cancellation (the "Cancellation") by the Company immediately prior to the Closing of 11,000,000 shares of IPC Common Stock; (iv) the conversion or cancellation prior to the Closing of all outstanding shares of Preferred Stock of the Company; and (i)If between the date of this Agreement and the Closing Date, IPC shall declare a stock split or declare a dividend on IPC Common Stock payable in IPC Common Stock (or set a record date with respect thereto), the number of Merger Shares determined above shall be adjusted to reflect fully the appropriate effect of any such subdivision, combination or dividend. At the Effective Time, all Company Shares shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate (“Certificate”) formerly representing any such shares of Company Common Stock (other than Excluded Shares) shall cease to have any rights with respect thereto, except thereafter represent only the right to receive the Merger Consideration in accordance with Shares and any distribution or dividend pursuant to Section 1.7(a2.6(e); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerParent, the Company or the holders holder of any of the following securities: (a) Each share of the common stock, par value $1.00 per share, of the Company (“Company Common Stock Stock”) issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Time, except for any Cancelled Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable1.22 shares (the “Exchange Ratio”), without interestinterest and subject to adjustment in accordance with Section 1.8(c), to the holder of such share validly issued, fully paid and nonassessable shares of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Parent Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”);, it being understood that upon the Effective Time, pursuant to Section 1.7, the Parent Common Stock, including the shares issued to former holders of Company Common Stock as Merger Consideration, shall be the common stock of the Surviving Corporation. (b) Each share All shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that is are owned directly by Parent or Buyer and the Company (in each share case, other than shares of Company Common Stock (i) held in trust accounts, managed accounts, mutual funds and Preferred Stock (collectivelythe like, “Company Stock”) or otherwise held in a fiduciary or agency capacity, that is are beneficially owned by third parties and (ii) held, directly or indirectly, by Parent or the Company as treasury stock in respect of a debt previously contracted) shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding cancelled and shall automatically be canceled and retired and cease to exist, and each holder no Merger Consideration or other consideration shall be delivered in exchange therefor (such cancelled shares, the “Cancelled Shares”). (c) If, prior to the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall have been increased, decreased or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a certificate (“Certificate”) representing reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any such shares extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided, that nothing in this sentence shall cease be construed to have permit Parent or the Company to take any rights action with respect thereto, except to its securities that is prohibited by the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share terms of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporationthis Agreement.

Conversion of Company Common Stock. At the Effective TimeSubject to Section 3.02 and Section 7.04(a)(ii), by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to in accordance with Section 1.7(b3.01(b) and Dissenting Shares, if anyor converted in accordance with Section 3.01(c)) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal receive, and shall thereafter represent only the right to $6.25 payablereceive, without interest, to 0.6120 fully paid and nonassessable shares (the holder “Exchange Ratio”) of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Parent Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share . As of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all such shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such share of Company Common Stock (each, a “Certificate”) representing any such or non-certificated shares of Company Common Stock held in book-entry form (each, a “Book-Entry Share”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration Consideration, any Fractional Share Cash Amount and any unpaid dividends or other distributions, in each case, in accordance with the procedures set forth in Section 1.7(a); and (d) Each share 3.02. Notwithstanding the foregoing, if between the date of common stock, par value $1.00 per share, of Buyer issued this Agreement and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination, consolidation or exchange of shares, or any similar event shall have occurred, then the Surviving CorporationMerger Consideration and any other amounts payable hereunder that are based upon a number of shares of Parent Common Stock or Company Common Stock, as the case may be, shall be appropriately adjusted to provide to Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided, however, that this sentence shall not be construed to permit Parent or the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. As provided in Section 3.02(i), the right of any holder of a Certificate or Book-Entry Shares to receive the Merger Consideration shall be subject to any withholdings under applicable Tax Law.

Conversion of Company Common Stock. At (a) Subject to Section 3.8, at the Effective Time, by virtue of the Merger and without any action on the part of BuyerParent, Merger Sub, the Company, or any holder of Company or the holders of any of the following securitiesCommon Stock: (ai) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(bof Company Common Stock (a) and Dissenting held in the treasury of the Company, (b) that at the commencement of the Offer were owned by Parent or Merger Sub, (c) irrevocably accepted for payment in the Offer, or (d) Appraisal Shares (collectively, the “Excluded Shares, if any”)) shall be automatically canceled and converted into the right to receive an amount in cash and CVR equal to the Offer Price (the “Merger Consideration”), without interest. At the Effective Time, all of the shares of Company Common Stock shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each certificate (a “Company Stock Certificate”) formerly representing any such shares (other than Excluded Shares), and each such non-certificated share represented by book entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Merger Consideration, without interest, to be paid upon surrender of such Company Stock Certificate or Book Entry Share in accordance with Section 3.6. ​ (ii) Each Excluded Share shall, by virtue of the Merger and without any action on the part of the holder thereof thereof, cease to be converted automatically into the right outstanding, shall be cancelled without payment of any consideration therefor and shall cease to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”);exist. (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (ciii) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 0.001 per share, of Buyer Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 0.001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital the Surviving Corporation. From and after the Effective Time, all certificates representing shares of common stock of the Merger Sub, if any, shall be deemed for all purposes to represent the number of shares of common stock of the Surviving CorporationCorporation into which they were converted in accordance with the immediately preceding sentence. (b) Without duplication of the effects of Section 2.1(f), if, between the date hereof and the Effective Time, the outstanding Company Common Stock is changed into a different number or class of shares by reason of any stock split, division, or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization, or other similar transaction, then the consideration into which each share of Company Common Stock is converted in the Merger shall be equitably adjusted to provide the same economic effect to the holders of Company Common Stock as contemplated by this Agreement prior to such action; provided that nothing in this Section 3.5(b) shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerParent, Intermediary, the Company or the holders holder of any of the following securities: (a) Each Subject to Section 2.2(f), each share of the common stock, par value $0.01 per share, of the Company (the “Company Common Stock Stock”) issued and outstanding immediately prior to the Effective Time Time, except for shares of Company Common Stock owned by the Company or Parent (in each case other than shares canceled pursuant to Section 1.7(bof Company Common Stock (i) held in Company Benefit Plans or trust accounts, managed accounts, mutual funds and Dissenting the like or otherwise held in a fiduciary or agency capacity, or (ii) shares held, directly or indirectly, in respect of debts previously contracted, collectively the “Excluded Shares”), if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payablereceive, without interest, to (i) 1.45 shares (the holder “Exchange Ratio”) of such share the common stock, without par value, of Company Parent (the “Parent Common Stock”) and (ii) $5.54 in cash (the “Per Share Cash Consideration”) (the consideration described in (i) and (ii), upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”);. (b) Each share All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate (each, a “Certificate”, it being understood that any reference herein to “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall thereafter represent only the right to receive (i) the Merger Consideration, (ii) cash in lieu of fractional shares which the shares of Company Common Stock represented by such Certificate have been converted into the right to receive pursuant to this Section 1.5 and Section 2.2(f), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2 (after giving effect to Section 6.10). Certificates previously representing shares of Company Common Stock shall be exchanged for certificates or, at Parent’s option, evidence of shares in book-entry form (collectively, the “New Certificates”) representing whole shares of Parent Common Stock and cash as set forth in 1.5(a) (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued and outstanding immediately in consideration therefor) upon the surrender of such Certificates in accordance with Section 2.2, without any interest thereon. If, prior to the Effective Time that is owned by Time, the outstanding shares of Parent Common Stock or Buyer and each share of Company Common Stock and Preferred Stock (collectivelyshall have been increased, “Company Stock”) that is owned by the Company decreased, changed into or exchanged for a different number or kind of shares or securities as treasury a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization, or there shall be canceled any extraordinary dividend or distribution, an appropriate and retired and cease to exist and no payment or distribution proportionate adjustment shall be made with respect thereto;to the Exchange Ratio to give the holders of the Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. (c) At Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(athat are owned by the Company or Parent (in each case other than the Excluded Shares) shall no longer be outstanding cancelled and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive exist and neither the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time nor any other consideration shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporationdelivered in exchange therefor.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyerany of Parent, Merger Sub, the Company or the holders holder of any of the following securities: (a) Each Subject to Section 2.2(d), each share of the Class A common stock, par value $0.01 per share, of the Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(bthe “Company Class A Common Stock”) and Dissenting Shares, if any) shall be canceled and shall by virtue each share of the Merger and without any action on the part Class B common stock, par value $0.01 per share, of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share (the “Company Class B Common Stock” and, together with the Company Class A Common Stock, the “Company Common Stock”), except for shares of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock or otherwise owned by the Company, Parent or any of their respective direct or indirect Subsidiaries (in each case, other than shares of Company Common Stock held in any Company Benefit Plans or otherwise held on behalf of a third party (collectively, the “Exception Shares”)), Dissenting Shares (to the extent provided in Section 2.3) or Company Restricted Shares (which shall be canceled and retired and cease to exist and no payment or distribution treated in accordance with Section 1.8(b)), shall be made converted, in accordance with respect thereto;the procedures set forth in this Agreement, into the right to receive, without interest, 0.303 of a share (the “Exchange Ratio”) of the common stock, par value $0.01 per share, of Parent (the “Parent Common Stock”) (the “Merger Consideration”). (cb) At All of the Effective Time, all shares of the Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 1.7(a) this Article I shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to existexist as of the Effective Time, and each holder of a certificate (each, an “Old Certificate”,” it being understood that any reference herein to “Old Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter represent only the right to receive (i) the Merger Consideration and (ii) cash in lieu of a fractional share which the shares of Company Common Stock represented by such Old Certificate have been converted into the right to receive pursuant to this Section 1.5 and Section 2.2(d), without any interest thereon. Old Certificates previously representing shares of Company Common Stock shall be exchanged for certificates or, at Parent’s option, evidence of shares in book entry form (collectively referred to herein as “New Certificates”), representing whole shares of Parent Common Stock as set forth in Section 1.5(a) and cash in lieu of fractional shares upon the surrender of such Old Certificates in accordance with Section 1.7(a)2.2, without any interest thereon. If, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event; andprovided that nothing in this sentence shall be construed to permit Parent or the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. (dc) Each share Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of common stockCompany Common Stock that are owned by the Company, par value $1.00 per shareParent or any of their respective direct or indirect Subsidiaries (in each case, of Buyer issued and outstanding other than the Exception Shares) immediately prior to the Effective Time Time, shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation cancelled and shall constitute cease to exist, and neither the only outstanding shares of capital stock of the Surviving CorporationMerger Consideration nor any other consideration shall be delivered in exchange therefor.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (ai) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) Cancelled Shares and Dissenting Company Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount a combination of (A) $6.26 in cash equal to $6.25 payablein United States dollars, without interestinterest (the “Cash Consideration”), to plus (B) 0.14725 ADSs (the holder “Exchange Ratio”, which, for the avoidance of such doubt, may also be expressed as 0.589 Parent Ordinary Shares per share of Company Common Stock), upon surrender with each whole ADS representing four (4) Parent Ordinary Shares, subject to (I) the anti-dilution adjustments provided in Section 2.2 and (II) the payment of cash in lieu of fractional ADSs as provided in Section 2.3(f), and (x) such ADSs and Parent Ordinary Shares underlying such ADSs, when issued, shall be free from all Liens and (y) from and as of the certificate that formerly evidenced Effective Time, such share ADSs and the Parent Ordinary Shares underlying such ADSs shall rank pari passu in all respects with the ADSs and Parent Ordinary Shares, respectively, then outstanding; and (ii) All shares of Company Common Stock in that have been converted into the manner right to receive the Cash Consideration and ADSs as provided in Section 1.10 2.1(c)(i) shall be cancelled automatically and shall cease to exist, and the holders of (the “Merger Consideration”); (bx) Each share shares of Company Common Stock issued and outstanding which immediately prior to the Effective Time that is owned were represented by Parent or Buyer and each share of Company Common Stock and Preferred Stock certificates (collectively, “Company StockCertificates”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (cy) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such non-certificated shares of Company Common Stock which immediately prior to the Effective Time were represented by book entry (“Book Entry Shares”) shall cease to have any rights with respect theretoto those shares, except other than the right to receive the Merger Cash Consideration plus ADSs and cash in lieu of fractional ADSs as provided in this Section 2.1 and Section 2.3 upon surrender of Company Certificates, if any, in accordance with this Article II, including Section 1.7(a2.3(c) (collectively, the “Merger Consideration”); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Company Common Stock. (a) At the Effective Time, by virtue subject to Sections 2.2(e) and 8.1(g) hereof and the last sentence of this Section 1.4(a), each share of the Merger and without any action on the part common stock, par value $.01 per share, of Buyer, the Company or (the holders of any of the following securities: (a) Each share of "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to of Company Common Stock held (1) in the Company's treasury or (2) directly or indirectly by Buyer or the Company or any of their respective Subsidiaries (as defined in Section 1.7(b3.1(a)) and Dissenting Shareswhich are not Trust Account Shares or DPC shares (as such terms are defined in Section 1.4(b) hereof)) shall, if any) shall be canceled and shall by virtue of the Merger this Agreement and without any action on the part of the holder thereof thereof, be converted automatically into and exchangeable for .73 shares (the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender "Exchange Ratio") of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer ("Buyer Common Stock") (together with the number of Buyer Rights (as defined in Section 4.2 hereof) associated therewith). All of the shares of Company Common Stock converted into Buyer Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each certificate (each a "Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive (i) the number of whole shares of Buyer Common Stock and (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Certificate have been converted pursuant to this Section 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Buyer Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificates in accordance with Section 2.2 hereof, without any interest thereon. If, between the date hereof and outstanding immediately prior to the Effective Time Time, the shares of Buyer Common Stock shall be converted changed into a different number or class of shares by reason of any reclassification, recapitalization, splitup, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Exchange Ratio shall be appropriately adjusted. (b) At the Effective Time, all shares of Company Common Stock that are owned by the Company as treasury stock and become one validly issuedall shares of Company Common Stock that are owned directly or indirectly by Buyer or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, fully paid managed accounts and nonassessable share the like or otherwise held in a fiduciary capacity that are beneficially owned by third parties (any such shares, and shares of common stockBuyer Common Stock which are similarly held, par value $1.00 per sharewhether held directly or indirectly by Buyer or the Company, as the case may be, being referred to herein as "Trust Account Shares") and (y) held by Buyer or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Buyer Common Stock which are similarly held, whether held directly or indirectly by Buyer or the Surviving Corporation Company, being referred to herein as "DPC Shares")) shall be cancelled and shall constitute the only outstanding cease to exist and no stock of Buyer or other consideration shall be delivered in exchange therefor. All shares of capital Buyer Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of the Surviving CorporationBuyer.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerParent, the Company or the holders holder of any of the following securities: (a) Each Subject to Section 2.2(e), each share of the common stock, par value $0.01 per share, of the Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of “Company Common Stock”), upon surrender of the certificate that formerly evidenced such share except for shares of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock or owned by the Company or Parent (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted), shall be canceled converted into the right to receive 1.160 shares (the “Exchange Ratio”) of validly issued, fully paid, and retired and cease to exist and no payment or distribution shall be made with respect thereto; nonassessable shares (cthe “Merger Consideration”) At of the Class A common stock, par value $0.01 per share, of Parent (the “Parent Common Stock”); it being understood that upon the Effective Time, all pursuant to Section 1.6, the Parent Common Stock, including the shares issued to former holders of Company Common Stock, shall be the common stock of the Surviving Corporation. (b) All of the shares of the Company Common Stock converted into the right to receive Parent Common Stock pursuant to Section 1.7(a) this Article I shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to existexist as of the Effective Time, and each holder of a certificate (each, a “Certificate”,” it being understood that any reference herein to “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter represent only the right to receive (i) a certificate representing the Merger Consideration number of whole shares of Parent Common Stock which such shares of Company Common Stock have been converted into the right to receive, (ii) cash in lieu of fractional shares which the shares of Company Common Stock represented by such Certificate have been converted into the right to receive pursuant to this Section 1.5 and Section 2.2(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) upon the surrender of such Certificates in accordance with Section 1.7(a); and (d) Each share of common stock2.2, par value $1.00 per sharewithout any interest thereon. If, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issuedTime, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital Parent Common Stock or Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Exchange Ratio. (c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Company Common Stock that are owned by the Company or Parent (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted) shall be cancelled and shall cease to exist and no stock of the Surviving CorporationParent or other consideration shall be delivered in exchange therefor.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerParent, the Company or the holders holder of any of the following securities: (a) Each Subject to Section 2.2(e) and Section 2.3, each share of the common stock, par value $0.01 per share, of the Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of “Company Common Stock”), upon surrender of the certificate that formerly evidenced such share except for shares of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock or owned by the Company or Parent (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted), shall be canceled converted into the right to receive (i) one (1) share (the “Exchange Ratio” of the common stock, par value $0.01 per share, of Parent (the “Parent Common Stock”) and retired (ii) $0.50 in cash without interest (the “Cash Consideration”) (such consideration set forth in clauses (i) and cease to exist and no payment or distribution shall be made with respect thereto; (c) At ii), the “Merger Consideration”); it being understood that upon the Effective Time, all pursuant to Section 1.6, the Parent Common Stock, including the shares issued to former holders of Company Common Stock, shall be the common stock of the Surviving Corporation. (b) All of the shares of the Company Common Stock converted into the right to receive Parent Common Stock pursuant to Section 1.7(a) this Article I shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to existexist as of the Effective Time, and each holder of a certificate (each, a “Certificate”, it being understood that any reference herein to “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter represent only the right to receive (i) a certificate representing the Merger number of whole shares of Parent Common Stock which such shares of Company Common Stock have been converted into the right to receive, (ii) cash in lieu of fractional shares which the shares of Company Common Stock represented by such Certificate have been converted into the right to receive pursuant to this Section 1.5 and Section 2.2(e), without any interest thereon, (iii) the Cash Consideration and (iv) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) and the Cash Consideration upon the surrender of such Certificates in accordance with Section 1.7(a); and (d) Each share of common stock2.2, par value $1.00 per sharewithout any interest thereon. If, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issuedTime, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital Parent Common Stock or Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Exchange Ratio. (c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Company Common Stock that are owned by the Company or Parent (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted) shall be cancelled and shall cease to exist and no stock of the Surviving CorporationParent or other consideration shall be delivered in exchange therefor.

Conversion of Company Common Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any shares of Company Common Stock or any shares of capital stock of the following securitiesPurchaser: (a) Each share All shares of Company Common Stock issued and outstanding that are owned by the Company, any Subsidiary of the Company, the Parent or any Subsidiary of the Parent immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled cancelled and shall by virtue of the Merger cease to exist and without any action on the part of the holder thereof no consideration shall be converted automatically into the right to receive an amount delivered in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate exchange therefor; provided that formerly evidenced such share shares of Company Common Stock held beneficially or of record by any Stock Plan or Company Plan or in accordance with the manner provided in Section 1.10 provisions of the Company's Amended and Restated Stock Employee Compensation Trust Agreement dated as of August 1, 2000 among the Company and Wachovia Bank, N.A. (the “Merger Consideration”);"SECT") shall not be deemed to be held by the Company regardless of whether the Company has, directly or indirectly, the power to vote or control the disposition of such shares. (b) Each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.8(a) and any shares that are held by stockholders exercising appraisal rights pursuant to Section 262 of the Delaware Act ("Dissenting Stockholders")) issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing including any such shares of Company Common Stock held beneficially or of record by any Stock Plan or Company Plan or in accordance with the provisions of the SECT, shall cease to have any rights with respect thereto, except be converted into the right to receive the Merger Consideration Offer Price in accordance with Section 1.7(a); and (d) Each share of common stockcash, par value $1.00 per share, of Buyer issued and outstanding immediately prior payable to the Effective Time shall be converted into and become one validly issuedholder thereof, fully paid and nonassessable share of common stockwithout interest (the "Merger Consideration"), par value $1.00 per share, upon surrender of the Surviving Corporation and shall constitute Certificate (as defined in Section 3.1) formerly representing such share in the only outstanding shares of capital stock of the Surviving Corporationmanner provided in Section 3.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerParent, the Company or the holders holder of any of the following securities: (a) Each share of the common stock, par value $1.00 per share, of the Company (“Company Common Stock Stock”) issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting including each share of Company Common Stock that was formerly a Company Restricted Stock Award), except for any Cancelled Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable0.14 shares (the “Exchange Ratio”), without interestinterest and subject to adjustment in accordance with Section 1.8(c), to the holder of such share validly issued, fully paid and nonassessable shares of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Parent Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”);. Upon the Effective Time, pursuant to Section 1.7, the Parent Common Stock, including the shares issued to former holders of Company Common Stock as Merger Consideration, shall be the common stock of the Surviving Corporation. (b) Each share All shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that is are owned directly by Parent or Buyer and the Company (in each share case, other than shares of Company Common Stock (i) held in trust accounts, managed accounts, mutual funds and Preferred Stock (collectivelythe like, “Company Stock”) or otherwise held in a fiduciary or agency capacity, that is are beneficially owned by third parties and (ii) held, directly or indirectly, by Parent or the Company as treasury stock in respect of a debt previously contracted) shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding cancelled and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the no Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time or other consideration shall be converted into and become one validly issueddelivered in exchange therefor (such cancelled shares, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation“Cancelled Shares”). “Company Equity Award” means a Company Option and/or a Company Restricted Stock Award.

Conversion of Company Common Stock. At the Effective TimeSubject to Section 2.01(d) and Section 2.02(e), by virtue of the Merger each issued and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant in accordance with Section 2.01(b), and other than as provided in Section 2.02(k) with respect to Section 1.7(b) and Dissenting Shares, if anyshares as for which appraisal rights have been perfected) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount receive: (i) 0.82 (the "Exchange Ratio") validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent ("Parent Common Stock") (the "Stock Consideration"); and (ii) $18.00 in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “"Cash Consideration," and together with the Stock Consideration, the "Merger Consideration”"); (b) Each share . As of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all such shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (“Certificate”) representing which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration Consideration, any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and cash in lieu of any fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), in each case to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 1.7(a2.02(b); and (d) Each share , without interest. Notwithstanding the foregoing, if between the date of common stock, par value $1.00 per share, of Buyer issued this Agreement and outstanding immediately prior to the Effective Time shall be converted into and become one validly issuedTime, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of the Surviving Corporationoccurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, the Merger Consideration shall be appropriately adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerParent, Merger Sub, the Company or the holders holder of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant Subject to Section 1.7(b) and Dissenting Shares2.2(e), if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation Company issued and outstanding immediately prior to the Effective Time (the “Company Common Stock”), except for shares of Company Common Stock owned by the Company as treasury stock or owned by the Company, Parent or Merger Sub (in each case other than shares of Company Common Stock held in any Company Benefit Plans or in any employee benefit plan sponsored or maintained by Parent or one of its Subsidiaries or related trust accounts (including any shares of Company Common Stock held in a rabbi trust), managed accounts, mutual funds or similar vehicles, or otherwise held in a fiduciary or agency capacity (collectively, the “Exception Shares”)), shall be converted, in accordance with the procedures set forth in this Agreement, into the right to receive, (i) 0.6019 (the “Per Share Exchange Ratio”) common shares, par value CHF 24.15 per share, of Parent (the “Parent Common Shares”) (such number of shares, the “Per Share Stock Consideration”) and (ii) $62.93 in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (ii), the “Merger Consideration”). (b) All the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall constitute automatically be cancelled and shall cease to exist as of the only outstanding Effective Time, and each certificate (each, an “Old Certificate”, it being understood that any reference herein to an “Old Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of capital Company Common Stock) previously representing any such shares of Company Common Stock shall thereafter represent only the right to receive (i) the Merger Consideration, (ii) cash in lieu of fractional shares that the shares of Company Common Stock represented by such Old Certificate have been converted into the right to receive pursuant to this Section 1.5 and Section 2.2, without any interest thereon, and (iii) any dividends or distributions that the holder thereof has the right to receive pursuant to Section 2.2. If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Per Share Exchange Ratio to give holders of Company Common Stock the Surviving Corporationsame economic effect as contemplated by this Agreement prior to such event. (c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Company Common Stock that are owned by the Company, Parent or Merger Sub (in each case other than the Exception Shares) shall be cancelled and shall cease to exist and neither the Merger Consideration nor any other consideration shall be delivered in exchange therefor.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b1.6(c) and Dissenting SharesShares (as defined in Section 1.7), if any) shall be canceled and and, subject to Section 1.7, shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 7.00 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 1.9 (the “"Merger Consideration”"); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a1.6(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“"Certificate”") representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a1.6(a); and (d) Each share of common stock, par value $1.00 .01 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 .01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Company Common Stock. At the Effective TimeSubject to Section 2.02(e), by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than including any shares canceled pursuant of Company Common Stock that are owned by a wholly owned Subsidiary of the Company, but excluding shares to be cancelled in accordance with Section 1.7(b2.01(b) and Dissenting Shares, if anyany Appraisal Shares (as defined below)) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (i) 0.0930 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company StockExchange Ratio”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 0.01 per shareshare (the “Parent Common Stock”), of Parent (the Surviving Corporation “Stock Consideration”) and (ii) $18.60 in cash, without interest (the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”). From and after the Effective Time, all shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Section 2.01(c) shall no longer be outstanding and shall constitute automatically be cancelled and shall cease to exist, and each holder of a certificate which immediately prior to the only Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect to such shares, except the right to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e), in each case to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.02(b), without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, the outstanding shares of capital Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained in this Agreement that is based upon the Surviving Corporationnumber of shares of Parent Common Stock or Company Common Stock, as the case may be, will be appropriately adjusted to provide to Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Company Common Stock. At the Effective TimeExcept as otherwise provided in Sections 3.1(d) and 3.1(e), by virtue of the Merger and without any action on the part of Buyerother than shares to be canceled in accordance with Section 3.1(b), the Company or the holders of any of the following securities: (a) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payablereceive, without interest, that fraction (expressed as a decimal) of a share of Parent Common Stock that is equal to the holder Per Share Merger Consideration. For the purposes of such this Agreement, “Per Share Merger Consideration” means 0.88 of a validly issued, fully paid and nonassessable share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Parent Common Stock in the manner provided in Section 1.10 for every one (the “Merger Consideration”); (b1) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by subject to the proviso at the end of the immediately following sentence, and subject to adjustment only in accordance with Section 3.5. The “Aggregate Share Merger Consideration” shall equal the aggregate number of shares of Parent or Buyer Common Stock to be issued (i) for Company Common Stock issued and each share outstanding immediately prior to the Effective Time and (ii) for restricted shares of Company Common Stock and Preferred Stock (collectivelyin accordance with Section 3.3, “Company provided, however, that in no event shall the Aggregate Share Merger Consideration exceed more than 38,533,094 shares of Parent Common Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) . At the Effective Time, all shares of the Company Common Stock converted into the right to receive the Per Share Merger Consideration pursuant to Section 1.7(a) this Article III shall automatically be canceled, cease to exist and no longer be outstanding and shall automatically be canceled and retired and cease to existoutstanding, and each holder of a certificate (“Certificate”) representing that immediately prior to the Effective Time represented any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and a check for any cash in lieu of fractional shares of Parent Common Stock upon the surrender of such certificate in accordance with Section 1.7(a); and (d3.2(b) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporationin each case without interest.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securitiessecurities described in this Section 1.7: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled and shall and, by virtue of the Merger and without any action on the part of the holder thereof thereof, shall be converted automatically into the right to receive an amount the Offer Price (the “Merger Consideration”), subject to any required withholding Taxes as described in cash equal to $6.25 payable, Section 1.10(e) and without interest, payable to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”)1.10; (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all All shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 0.01 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than excluding shares to be canceled pursuant in accordance with Section 2.01(b), shares to remain outstanding in accordance with Section 1.7(b) and Dissenting 2.01(e), and, except as provided in Section 2.01(d), the Appraisal Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount (i) $16.625 in cash cash, without interest (the “Initial Cash Consideration” and, as the same may be increased pursuant to Section 2.01(g), the “Cash Consideration”) and (ii) a number of validly issued, fully paid and non assessable shares of Parent Common Stock equal to $6.25 payablethe Exchange Ratio as determined pursuant to Section 2.01(h) (the “Stock Consideration” and, without interesttogether with the Cash Consideration, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) . At the Effective Time, all such shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (“Certificate”or evidence of shares in book-entry form) representing that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance and any declared dividends on the Company Common Stock with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately a record date prior to the Effective Time shall that remain unpaid at the Effective Time and that are due to such holder, any dividends or other distributions payable pursuant to 2.02(j) and cash in lieu of any fractional shares payable pursuant to Section 2.02(i), without interest, in each case to be converted into and become one validly issued, fully issued or paid and nonassessable share of common stock, par value $1.00 per share, in consideration therefor upon surrender of the Surviving Corporation applicable Certificate in accordance with Section 2.02(b), in the case of certificated shares, and shall constitute automatically, in the only outstanding shares case of capital stock of the Surviving Corporationbook-entry shares.

Conversion of Company Common Stock. At the Effective TimeExcept as otherwise provided in this Agreement, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares canceled of Company Common Stock cancelled pursuant to Section 1.7(b3.1(a) and any Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such 24.25 per share of Company Common Stock in the manner provided in Section 1.10 cash (the “Merger Consideration”); (b) , without interest thereon and less any required Tax withholdings as provided in Section 3.2(g). Each share of Company Common Stock converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) shall no longer be issued or outstanding and outstanding shall automatically be cancelled and shall cease to exist, and the holders of certificates (the “Certificates”) or non-certificated book-entry shares of Company Common Stock (“Book-Entry Shares”) which immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any represented such shares of Company Common Stock (other than any shares of Company Common Stock cancelled pursuant to Section 3.1(a) and any Dissenting Shares) shall cease to have any rights with respect thereto, except to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.2, the Merger Consideration without interest thereon and less any required Tax withholdings as provided in Section 3.2(g). For the avoidance of doubt, the Rollover Shares shall not be entitled to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stockand shall, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time Closing, be contributed, directly or indirectly, to Parent pursuant to the terms of the applicable Rollover and Support Agreement and cancelled pursuant to Section 3.1(a). In addition, for the avoidance of doubt, holders of record of Company Common Stock as of the record date for the Special Dividend and the Stub Period Dividend shall be converted into entitled to be paid such dividends, in each case if such dividends are declared by the Company and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, contingent upon the occurrence of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving CorporationClosing.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerSub, the Company or the holders of any of the following securities: (a) Each share of common stock of the Company, no par value (the "Company Common Stock Stock"), issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares1.6(c), if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 7.00 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 1.9 (the “"Merger Consideration”"); (b) [INTENTIONALLY LEFT BLANK.] (c) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer Sub (or a wholly owned subsidiary of Parent) and each share of Company Common Stock and Preferred Stock (collectively, “the "Company Stock”") that is owned by the Company as treasury stock or owned by a Subsidiary of the Company shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (cd) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a1.6(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“"Certificate”") representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a1.6(a); and (de) Each share of common stock, no par value $1.00 per share, of Buyer Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerParent, Merger Sub, the Company or the holders of any of the following securitiessecurities of the Company or Merger Sub: (a) Each (i) each share of Company Common Stock issued and outstanding held immediately prior to the Effective Time by the Company or any wholly-owned Subsidiary of the Company shall be cancelled automatically and retired and shall cease to exist, and no payment or consideration shall be made with respect thereto, and (ii) each share of Company Common Stock held immediately prior to the Effective Time by Parent, Merger Sub or any other than shares canceled wholly-owned Subsidiary of Parent shall (A) if the Merger is effected pursuant to Section 1.7(b253 of the DGCL, be cancelled automatically and retired and shall cease to exist, and no payment or consideration shall be made with respect thereto and (B) if the Merger is effected pursuant to Section 251 of the DGCL, be converted into and become one fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted; (b) each issued and outstanding share of Company Common Stock other than (i) shares of Company Common Stock referred to in Section 2.06(a) and (ii) Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into and shall thereafter represent the right to receive an amount in cash equal to $6.25 payablecash, without interest, equal to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 Offer Price (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) . At the Effective Time, all such shares of the Company Common Stock which have been converted pursuant into the right to Section 1.7(a) receive the Merger Consideration shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a)Consideration, without interest; and (dc) Each each share of common stockcapital stock of Merger Sub, par value $1.00 0.0001 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 0.001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, except as provided in Section 2.06(a), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Company Common Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any shares of Company Common Stock or any shares of capital stock of the following securitiesPurchaser: (a) Each share All shares of Company Common Stock issued and outstanding that are owned by the Company, the Purchaser or the Parent immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled cancelled and shall by virtue of the Merger cease to exist and without any action on the part of the holder thereof no consideration shall be converted automatically into the right to receive an amount delivered in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate exchange therefor; provided that formerly evidenced such share shares of Company Common Stock in the manner provided held beneficially or of record by any Stock Plan (as defined in Section 1.10 2.9(a)(i)) or Company Plan (as defined in Section 4.11(a)) or in accordance with the provisions of the Company's Amended and Restated Stock Employee Compensation Trust Agreement dated as of August 1, 2000 among the Company and Wachovia Bank, N.A. (the “Merger Consideration”);"SECT") shall not be deemed to be held by the Company regardless of whether the Company has, directly or indirectly, the power to vote or control the disposition of such shares. (b) Each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.8(a) and any shares that are held by stockholders exercising appraisal rights pursuant to Section 262 of the Delaware Act ("Dissenting Stockholders")) issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing including any such shares of Company Common Stock held beneficially or of record by any Stock Plan or Company Plan or in accordance with the provisions of the SECT, shall cease to have any rights with respect thereto, except be converted into the right to receive the Merger Consideration consideration described in accordance with Section 1.7(a); and (d) Each share of common stockAnnex III hereto, par value $1.00 per share, of Buyer issued and outstanding immediately prior payable to the Effective Time shall be converted into and become one validly issuedholder thereof, fully paid and nonassessable share of common stockwithout interest (the "Merger Consideration"), par value $1.00 per share, upon surrender of the Surviving Corporation and shall constitute Certificate (as defined in Section 3.1) formerly representing such share in the only outstanding shares of capital stock of the Surviving Corporationmanner provided in Section 3.

Conversion of Company Common Stock. (a) At the Effective Time, by virtue subject to Section 2.2(e) and Section 9.1(h) hereof, each share of the Merger and without any action on the part common stock, par value $0.01 per share, of Buyer, the Company or (the holders of any of the following securities: (a) Each share of "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than (x) shares canceled of Company Common Stock held in the Company's treasury, (y) shares of Company Common Stock held directly or indirectly by Buyer or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC shares, as such terms are defined in Section 1.4(b) hereof), or (z) unallocated shares of Company Common Stock held in the Company's Recognition and Retention Plans) together with the related Company Rights issued pursuant to the Company Rights Agreement (each as defined in Section 1.7(b4.2(a) and Dissenting Shareshereof) shall, if any) shall be canceled and shall by virtue of the Merger this Agreement and without any action on the part of the holder thereof thereof, be converted into and exchangeable for 2 (two) shares (the "Exchange Ratio") of the common stock, par value $2.50 per share, of Buyer ("Buyer Common Stock"). All of the shares of Company Common Stock converted into Buyer Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically into be cancelled and shall cease to exist, and each certificate (each a "Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive an amount (i) the number of whole shares of Buyer Common Stock and (ii) the cash in cash equal to $6.25 payable, without interest, to lieu of fractional shares into which the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share shares of Company Common Stock in the manner provided in represented by such Certificate have been converted pursuant to this Section 1.10 (the “Merger Consideration”); (b1.4(a) Each share and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or shall be exchanged for certificates representing whole shares of Buyer and each share of Company Common Stock and Preferred cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificates in accordance with Section 2.2 hereof, without any interest thereon. If, between the date of this Agreement and the Effective Time, the shares of Buyer Common Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment changed into a different number or distribution class of shares by reason of any reclassification, recapitalization, spilt-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be made declared with respect thereto;a record date within said period, the Exchange Ratio shall be adjusted accordingly. (cb) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(athat are owned by the Company as treasury stock, all shares of Company Common Stock that are owned directly or indirectly by Buyer or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) shall no longer be outstanding held directly or indirectly in trust accounts, managed accounts and shall automatically be canceled and retired and cease to existthe like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and each holder shares of Buyer Common Stock which are similarly held, whether held directly or indirectly by Buyer or the Company, as the case may be, being referred to herein as "Trust Account Shares") and (y) held by Buyer or the Company or any of their respective Subsidiaries in respect of a certificate debt previously contracted (“Certificate”) representing any such shares of Company Common Stock, and shares of Buyer Common Stock which are similarly held, whether held directly or indirectly by Buyer or the Company, being referred to herein as "DPC Shares") and all unallocated shares of Company Common Stock that are held in the Company's Recognition and Retention Plans) shall be cancelled and shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, exist and no stock of Buyer issued and outstanding immediately prior to the Effective Time or other consideration shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding delivered in exchange therefor. All shares of capital Buyer Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of the Surviving CorporationBuyer.

Conversion of Company Common Stock. At Subject to the Effective Timeother provisions of this Article II, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than excluding shares canceled of Company Common Stock to be cancelled in accordance with Section 2.1(a)(ii), any shares of Company Common Stock subject to an unvested Company Restricted Share Award which is to be assumed by Parent pursuant to Section 1.7(b) 2.4(c), and any Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be automatically converted automatically into the right to receive an amount receive, in cash equal to accordance with the terms of this Agreement, (A) $6.25 payable60.00 in cash, without interestinterest (the “Cash Consideration Portion”) and (B) that number of validly issued, to fully paid and nonassessable Parent Shares (the holder of such share of Company Common Stock“Stock Consideration Portion”, upon surrender of and together with the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (Cash Consideration Portion, the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior equal to the Effective Time that is owned quotient determined by Parent or Buyer and each share of Company Common dividing the Stock and Preferred Stock (collectively, “Company Stock”) that is owned Value by the Company as treasury stock shall be canceled VWAP of Parent Stock, and retired rounding the result to the nearest 1/10,000 of a Parent Share. From and cease to exist and no payment or distribution shall be made with respect thereto; (c) At after the Effective Time, all such shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each applicable holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such shares of Company Common Stock in accordance with Section 1.7(a); and (d) Each share 2.2, including the right to receive, pursuant to Section 2.6, cash in lieu of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding fractional shares of capital stock Parent Stock, if any, which would otherwise be issuable in respect of such shares of Company Common Stock pursuant to this Section 2.1(a)(i) (the Surviving Corporation“Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 2.2(f).

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyerthe Parent, the Merger Sub, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any2.4(b)) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal the Per Share Merger Consideration (as may be adjusted downward pursuant to $6.25 payableSection 7.2(g) and Schedule 7.2(g)), without interest, to upon the holder surrender of the Certificate representing such share in the manner set forth in Section 2.5. All such shares of Company Common Stock, upon surrender when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate representing such shares shall cease to have any rights with respect thereto, except the certificate right to receive that formerly evidenced amount of cash and number of shares of Parent Common Stock into which such share shares of Company Common Stock have been converted, cash in the manner lieu of fractional shares as provided in Section 1.10 (the “Merger Consideration”);2.6(c) and any dividends or other distributions payable pursuant to Section 2.6. (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by the Parent or Buyer the Merger Sub and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto;. (c) At the Effective Time, all shares Each limited liability company interest of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 .01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (d) If after the date hereof and prior to the Effective Time, the Parent shall have declared a stock split (including a reverse split) of Parent Common Stock or a dividend payable in

Conversion of Company Common Stock. At the Effective TimeSubject to Section 3.02(j), by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) any shares canceled pursuant to Section 1.7(bof Company Common Stock held by any direct or indirect wholly-owned Subsidiary of the Company (the “Remaining Shares”) and Dissenting (ii) any Cancelled Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payablecash, without interest, equal to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 Offer Price (the “Merger Consideration”); (b) Each share . As of the Effective Time, subject to Section 3.02(j), all such shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share Consideration. Notwithstanding the foregoing, if between the date of common stock, par value $1.00 per share, of Buyer issued this Agreement and outstanding immediately prior to the Effective Time shall be converted into and become one validly issuedTime, fully paid and nonassessable share of common stock, par value $1.00 per share, of (i) the Surviving Corporation and shall constitute the only outstanding shares of capital stock Company Common Stock shall have been changed into a different number of shares or a different class, by reason of the Surviving Corporationoccurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, (ii) the Company declares or pays any cash dividend on the Company Common Stock or (iii) the Company declares or pays any non-cash dividends or distributions on the Company Common Stock, then in any such case the Merger Consideration shall be appropriately adjusted to reflect such action; provided, that nothing in this Section 3.01(c) shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. The right of any holder of a share of Company Common Stock to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 3.02(c) shall be subject to and reduced by the amount of any withholding that is required under applicable tax Law.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than including shares canceled of Company Restricted Stock Unit that become vested pursuant to Section 1.7(b5.13(b) and Dissenting shares issued or issuable upon the exercise or deemed exercise prior to the Effective Time pursuant to the Company Warrants, but excluding shares to be canceled in accordance with Section 2.01(b), and shares to remain outstanding in accordance with Section 2.01(e), and, except as provided in Section 2.01(d), the Appraisal Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder merger consideration having a value at closing of such share 0.224 (“Aggregate Exchange Ratio”) shares of Company Parent Common Stock, upon surrender determined as follows: (i) a number of shares of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the product of the certificate that formerly evidenced (A) Aggregate Exchange Ratio multiplied by (B) the Stock Percentage (such share product, the “Stock Consideration”); (ii) an amount of Company cash, without interest equal to the product of (A) the Aggregate Exchange Ratio multiplied by (B) the Cash Percentage multiplied by (C) the Closing Parent Stock Price (such product, the “Cash Consideration”); and (iii) any cash paid in lieu of fractional Parent Common Stock in accordance with Section 2.02(g) (together with the manner Cash Consideration and the Stock Consideration, subject to adjustment as provided in Section 1.10 (2.01(g), the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) . At the Effective Time, all such shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance and any declared dividends or other distributions with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately a record date prior to the Effective Time shall that remain unpaid at the Effective Time and that are due to such holder, without interest, in each case to be converted into and become one validly issued, fully issued or paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporationin consideration therefor in accordance with Section 2.02(b).

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerSub, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b1.4(b) and Dissenting SharesShares (as defined in Section 1.5), if any) shall be canceled and shall shall, subject to Section 1.5, by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 23.00 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate ("Certificate") that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 1.7 (the “"Merger Consideration”"); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock immediately prior to the Effective Time shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all All shares of the Company Common Stock converted pursuant to Section 1.7(a1.4(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock Certificate shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a1.4(a); and (d) Each share of common stock, par value $1.00 .01 per share, of Buyer Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 .01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Company Common Stock. At (a) Subject to Section 2.2(e), each share of the voting common stock, $1.00 par value per share (“Voting Common Stock”) and non-voting common stock, $1.00 par value per share (“Non-Voting Common Stock”), of Company issued and outstanding immediately prior to the Effective Time (collectively, “Company Common Stock”), except for (i) shares of Company Common Stock owned by Company as treasury stock or owned by Company or Purchaser or a Subsidiary of either (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted) and (ii) Appraisal Shares, shall be converted into the right to receive the following, without interest: (i) 1. 115 shares (the “Exchange Ratio”) of the common stock, $0.01 par value per share, of Purchaser (the “Purchaser Common Stock”); it being understood that upon the Effective Time, by virtue the Purchaser Common Stock, including the shares issued to former holders of Company Common Stock, shall be the common shares of the Surviving Corporation (the “Stock Consideration”); and (ii) $5.36 in cash, subject to any applicable adjustment pursuant to Section 1.4(d) (the “Per Share Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”). (b) All of the shares of Company Common Stock converted into the right to receive Purchaser Common Stock and cash pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate (each, a “Certificate”, it being understood that any reference herein to “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall thereafter represent only the right to receive (i) the number of whole shares of Purchaser Common Stock which such shares of Company Common Stock have been converted into the right to receive, (ii) the Per Share Cash Consideration, without any action on interest thereon, (iii) cash in lieu of fractional shares which the part shares of BuyerCompany Common Stock represented by such Certificate have been converted into the right to receive pursuant to this Section 1.4 and Section 2.2(e), without any interest thereon and (iv) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates or, at Purchaser’s option, evidence of shares in book-entry form representing whole shares of Purchaser Common Stock (together with the Per Share Cash Consideration, any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) upon the surrender of such Certificates in accordance with (c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Company Common Stock that are owned by Company or Purchaser (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted) shall be cancelled and shall cease to exist and no stock of Purchaser or other consideration shall be delivered in exchange therefor. (d) The aggregate Per Share Cash Consideration payable under Section 1.4(a)(ii) shall be adjusted in accordance with this Section 1.4(d) by the Adjustment Amount, if any. For purposes of this Agreement, the Company or “Adjustment Amount” means: the holders Shortfall Amount (as defined herein) less the Loan Recovery Amount (as defined herein). Accordingly, if there is an Adjustment Amount, the Per Share Cash Consideration shall be adjusted as follows: (i) If the Adjustment Amount is a positive number, the Per Share Cash Consideration shall be reduced by the quotient (rounded to the nearest cent) obtained by dividing (A) the Adjustment Amount by (B) the number of any of the following securities: (a) Each share shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled and eligible to receive Merger Consideration pursuant to Section 1.7(bthe terms of this Agreement (including, for the avoidance of doubt, the Company Restricted Stock Awards); or (ii) and Dissenting SharesIf the Adjustment Amount is a negative number, if any) the Per Share Cash Consideration shall be canceled and shall increased by virtue the quotient obtained (rounded to the nearest cent) obtained by dividing (A) the absolute value of the Merger and without any action on Adjustment Amount by (B) the part number of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share eligible to receive Merger Consideration pursuant to the terms of Company Common Stock and Preferred Stock this Agreement (collectivelyincluding, “Company Stock”) that is owned by for the avoidance of doubt, the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Restricted Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(aAwards); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Company Common Stock. At the Effective Time, by virtue Except as set forth in Item 2.1(c) of the Merger and without any action on the part of BuyerCompany Letter, the Company or the holders of any as of the following securities: (a) date hereof, no shares of Company Common Stock or Stock Equivalents were issued, reserved for issuance or outstanding. Each share of Company Common Stock issued and outstanding (other than shares of Company Common Stock to be cancelled in accordance with Section 2.1(b)) shall be converted into .455 (the "Conversion Number") validly issued, fully paid and nonassessable shares of Parent Common Stock (the "Per Share Stock Consideration"); provided, that each share of Company Common Stock with respect to which an election to receive only cash has been effectively made by a Public Holder and not revoked or lost pursuant to Section 2.1(d) (a "Cash Election"), shall be converted into the right to receive $18.00 in cash, without interest (the "Per Share Cash Consideration"). Notwithstanding the foregoing, in the event that (i) the Omnipoint Agreement is terminated or the transactions contemplated by the Omnipoint Agreement are not consummated by the Omnipoint End Date and (ii) the Closing Date Market Price is less than $39.56, the Conversion Number shall be the amount determined by dividing $18.00 by the Closing Date Market Price, but shall not be greater than .50 or less than .455. In the event Investor exercises its right under Section 10.6 of the Investment Agreement ("Tag-Along Right"), the Operating Company Shares owned by Investor (as described in the Company Letter) shall be converted immediately prior to the Effective Time (other than into such number of shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in equal to the manner provided in Section 1.10 product of (i) such number of Operating Company Shares and (ii) the “Merger Consideration”); (b) Each share Exchange Rate, and the shares of Company Common Stock issued and outstanding immediately prior obtained by Investor through such conversion shall be converted into shares of Parent Common Stock pursuant to the Effective Time that is owned Merger. In the event Investor does not exercise its Tag-Along Right, subject to the authorization, execution and delivery of the Indemnity Agreement, Parent hereby agrees to accept and be bound by Parent or Buyer all of the rights of Investor and each share its Affiliates under the Investment Agreement and the Joint Venture Agreement. As of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all such shares of the Company Common Stock shall be converted pursuant to Section 1.7(a) in accordance with this paragraph, and when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive (i) certificates representing the Merger Consideration shares of Parent Common Stock into which such shares of Company Common Stock have been converted, (ii) any dividends and other distributions in accordance with Section 1.7(a); and 2.2(d) and (diii) Each any cash, without interest, to be paid in lieu of any fractional share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving CorporationParent Common Stock in accordance with Section 2.2(e).

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerParent, Merger Sub, the Company or the holders any holder of any of the following securitiesShares: (a) Each share of Company Common Stock Subject to Section 2.2(c), each Share issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting any Excluded Shares or Appraisal Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount the Offer Price in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 interest thereon (the “Merger Consideration”); (b) Each share , subject to any withholding of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned Taxes required by Parent or Buyer and each share applicable Laws. As of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall such Shares will no longer be outstanding and shall will automatically be canceled and retired and will cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall Share will cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of the Certificate or uncertificated Shares (the “Uncertificated Shares”) in accordance with Section 1.7(a); and2.3, without interest. (db) Each share Share held in the treasury of common stockthe Company and each Share owned by Merger Sub, par value $1.00 per share, Parent or any wholly-owned Subsidiary of Buyer issued and outstanding Parent or of the Company immediately prior to the Effective Time shall will be converted canceled without any conversion thereof and no payment or distribution will be made with respect thereto (such canceled shares, the “Excluded Shares”). (c) If, between the date of this Agreement and the Effective Time, the outstanding Shares are changed into and become one validly issueda different number or class of shares by reason of any stock split, fully paid and nonassessable share divisions, or subdivision of common stockshares, par value $1.00 per sharestock dividend, reverse stock split, consolidation of the Surviving Corporation and shall constitute the only outstanding shares, reclassification, recapitalization or other similar transaction, then all calculations provided for that are based on a number of shares of capital stock of any class or series (or trading prices therefor) affected thereby, including the Surviving CorporationOffer Price and Merger Consideration, will be appropriately adjusted to provide the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyerthe Stockholder, the Company Parent, Merger Sub or the holders of any of the following securitiesCompany: (a) Each share All of the shares of (x) Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock Stock”) and (y) Class B common stock, par value $0.01 per share, of the Company (the “Class B Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares canceled collectively, the “Company Common Stock”) shall, subject to adjustment pursuant to Section 1.7(b) and Dissenting Shares1.5(b), if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof collectively be converted automatically into the right to receive receive, in the aggregate for all such shares, (i) 27,685,493 validly issued, fully paid and non-assessable shares of the common stock (the “Parent Common Stock”), par value $0.01 per share, of Parent (the “Stock Consideration”) and (ii) an amount in cash without interest, subject to adjustment pursuant to Section 1.5(b), equal to $6.25 payable3,000,000,000 less the Closing Tangible Book Value Adjustment Amount, without interestif any, less the Transaction Expenses, as adjusted pursuant to Section 2.3 (the “Cash Consideration”), plus the Special Purpose Adjustment Amount, as set forth in Section 1.5(a) to the holder of Company Disclosure Schedule (such share of Company Common Stockamount, upon surrender of together with the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (Consideration, the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior . The Stockholder shall allocate the Merger Consideration pro rata to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock. (b) Notwithstanding anything to the contrary set forth herein, if the issuance of the Stock and Preferred Consideration to the Stockholder at the Effective Time would result in the Stockholder receiving shares of Parent Common Stock (collectivelyincluding for these purposes the Indemnity Escrow Shares) representing greater than 4.95% of the total outstanding shares of Parent Common Stock immediately following the Effective Time (the “Maximum Stock Consideration”), (i) the Stock Consideration shall be reduced by the number of shares of Parent Common Stock by which the shares initially issuable pursuant to Section 1.5(a)(i) exceeds the Maximum Stock Consideration (such excess, the “Company StockExcess Stock Consideration”) that is owned and (ii) the Cash Consideration shall be increased by an amount equal to the Excess Stock Consideration multiplied by the Company VWAP as treasury stock of the Closing Date. Notwithstanding anything to the contrary set forth herein, the Cash Consideration shall be canceled adjusted by an amount, which may be positive or negative, equal to the product of (A) 1,384,275 and retired (B) an amount equal to the VWAP as of the Closing Date less $36.12. In the event of any adjustment to the Stock Consideration and cease the Cash Consideration pursuant to exist this Section 1.5(b), all references in this Agreement and no payment or distribution any related agreements to the Stock Consideration and the Cash Consideration shall be made with respect thereto;mean the Stock Consideration and Cash Consideration, respectively, as adjusted pursuant to this Section 1.5(b). (c) At All of the Effective Time, all shares of the Company Common Stock converted into the right to receive, in the aggregate for all such shares, the Merger Consideration pursuant to Section 1.7(a) this Article I shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to existexist as of the Effective Time, and each holder the certificates (collectively, including evidence of a certificate (any shares in book-entry form, the “CertificateCertificates”) previously representing any such shares of Company Common Stock shall cease to have any rights with respect theretothereafter represent, except collectively, only the right to receive the Merger Consideration Consideration. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock (or, at Parent’s option, evidence of shares in book entry form) and cash as set forth in Section 1.5(a) upon the surrender of such Certificates in accordance with Section 1.7(a)2.1, without any interest thereon. If, prior to the Effective Time, the outstanding shares of Parent Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Stock Consideration to give holders of Company Common Stock the same economic effect of the Stock Consideration as contemplated by this Agreement prior to such event; andprovided, that nothing in this sentence shall be construed to permit Parent to take any actions with respect to its securities that is prohibited by the terms of this Agreement. (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior Notwithstanding anything to the Effective Time contrary set forth herein or in the Bank Merger Agreement, nothing in the Bank Merger Agreement shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, affect in any way the calculation of the Surviving Corporation and shall constitute consideration payable to the only outstanding shares of capital stock of the Surviving CorporationStockholder pursuant to this Agreement.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(bSECTION 1.4(B) and Dissenting Shares, if any) shall be canceled and shall and, by virtue of the Merger and without any action on the part of the holder thereof thereof, shall be converted automatically into the right to receive an amount in cash equal to $6.25 42.50 payable, less any required withholding taxes as described in SECTION 1.7(E) and without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 SECTION 1.7 (the “Merger Consideration”"MERGER CONSIDERATION"); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(aSECTION 1.4(A) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”"CERTIFICATE") representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(aSECTION 1.4(A); and (d) Each share of common stock, par value $1.00 0.01 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Cancelled Shares, if anyany Dissenting Shares or any shares of Company Common Stock that are owned or held by any direct or indirect Subsidiary of the Company immediately prior to the Effective Time) shall be canceled automatically converted into the right to receive: (A) $7.25 in cash (the "Cash Consideration") and shall by virtue (B) 0.2188 validly issued, fully paid and non-assessable shares of Parent Common Stock (the "Stock Consideration" and, together with the Cash Consideration, the "Merger Consideration") pursuant to the terms of this Agreement. All of the Merger and without any action on the part shares of the holder thereof be Company Common Stock converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted Consideration pursuant to Section 1.7(a) this ARTICLE II shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to existexist as of the Effective Time, and uncertificated shares of Company Common Stock represented by book-entry form ("Book-Entry Shares") and each holder of a certificate (“Certificate”) representing that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a "Certificate") shall cease to have any rights with respect thereto, except thereafter represent only the right to receive pursuant to the terms of this Agreement the Merger Consideration into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor and any dividends or other distributions to which holders of Company Common Stock become entitled in accordance with Section 1.7(a2.2(e); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Company Common Stock. At the Effective TimeSubject to Section 2.02, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to in accordance with Section 1.7(b) and Dissenting Shares, if any2.01(b)) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash a number of fully paid and nonassessable shares of Parent Common Stock equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 Exchange Ratio (the “Merger Consideration”); (b) Each share . All such shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectivelyStock, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Timewhen so converted, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (“Certificate”or evidence of shares in book-entry form) representing that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) 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 Parent Common Stock to be issued or paid in consideration therefor and any dividends or other distributions to which holders become entitled upon the surrender of such Certificate in accordance with Section 1.7(a); and (d) Each share 2.02, without interest. Notwithstanding the foregoing, if between the date of common stock, par value $1.00 per share, of Buyer issued this Agreement and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination, consolidation or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the Surviving Corporationnumber of shares of Parent Common Stock or Company Common Stock, as the case may be, will be appropriately adjusted to provide to Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided, however, that this sentence shall not be construed to permit Parent or the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Conversion of Company Common Stock. 1. At the Effective Time, by virtue each share of the Merger and without any action on the part common stock, par value $.01 per share, of Buyer, the Company or (the holders of any of the following securities: (a) Each share of "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than (i) shares canceled pursuant to of Company Common Stock held in the Company's treasury or directly or indirectly by Parent, Sub or the Company, and (ii) Dissenting Shares (as such term is defined in Section 1.7(b1.06 hereof)) and Dissenting Sharesshall, if any) shall be canceled and shall by virtue of the Merger this Agreement and without any action on the part of the holder thereof thereof, be converted automatically into the right to receive an amount and be exchangeable for $2.244 per share in cash equal to $6.25 payable, without interest, to (the holder "Cash Per Share Price") and 0.33 shares of such share of Company Class A Common Stock, upon surrender par value $.01 per share (the "Parent Common Stock"), of Parent (the certificate that formerly evidenced such share "Stock Per Share Price" and, together with the Cash Per Share Price, the "Per Share Price"). By way of example, a holder of 1,000 shares of Company Common Stock will receive $2,244.00 in the manner provided in Section 1.10 (the “Merger Consideration”);cash and 330 shares of Parent Common Stock. (b) 2. Each share of Company Common Stock issued and outstanding immediately prior to converted into the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted Per Share Price pursuant to Section 1.7(a) this Article I shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (“each a "Certificate”," and collectively, the "Certificates") previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter represent the right to receive (i) cash equal to the Cash Per Share Price multiplied by the number of shares of Company Common Stock represented by such Certificate and (ii) shares of Parent Common Stock equal to the Stock Per Share Price multiplied by the number of shares of Company Common Stock represented by such Certificate (in the aggregate, the "Merger Consideration") or the right to perfect their right to receive payment for their shares pursuant to the DGCL and Section 1.06 hereof. Certificates previously representing shares of Company Common Stock shall be exchanged for the Merger Consideration upon the surrender of such Certificates in accordance with Section 1.7(a2.02 hereof, without any interest Exhibit 24 5 thereon, subject to applicable law and the provisions of this Agreement relating to Dissenting Shares (as hereinafter defined); . 3. If, between the date of this Agreement and the date of payment of any portion of the Merger Consideration payable hereunder, the outstanding shares of Parent Common Stock shall be changed into a different number of shares by reason of any reclassification, recapitalization or exchange of shares or if a stock split, combination, stock dividend, stock rights or extraordinary dividend thereon shall be declared with a record date within said period, the Stock Per Share Price shall be correspondingly adjusted. No fractional shares of Parent Common Stock will be issued and, in lieu thereof, any stockholder entitled to receive a fractional share of Parent Common Stock shall be paid in cash an amount equal to the value of such fractional shares, which shall be calculated as the fraction of the share of Parent Common Stock that would otherwise be issued multiplied by $3.35. 4. The Company (di) will grant no additional options or restricted stock or similar rights under its 1996 Incentive Stock Option Plan (the "Option Plan") or otherwise on or after the date of this Agreement and (ii) has suspended, pending the termination of this Agreement without the Merger being consummated, the Option Plan without prejudice to the rights of the holder of options awarded pursuant thereto. The Company will use reasonable diligence and timely efforts to obtain the consent of each holder of an option or restricted stock right (whether or not then exercisable or vested) to the cancellation or conversion into shares of Company Common Stock of his, her or its options or warrants in exchange for, at the Effective Time, a number of shares of Parent Common Stock equal to (A) the Stock Per Share Price (B) multiplied by the difference between $3.35 and the exercise price thereof, (C) divided by $1.106, and (D) multiplied by the number of shares of Company Common Stock subject thereto. By way of example, a holder of options to purchase 1,000 shares of Company Common Stock at an exercise price of $3.00 will receive 104 shares of Parent Common Stock. 5. Each share of Company Common Stock held in the treasury of the Company, and each share of Company Common Stock owned directly or indirectly by Parent, Sub or the Company, shall be canceled and retired without payment of any consideration therefor. Each share of common stock, par value $1.00 .01 per share, of Buyer Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 .01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (ai) Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to be cancelled in accordance with Section 1.7(b) and Dissenting Shares2.01(b)), if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount (A) .58 HoldCo ADSs (the "ADS Consideration"), or (B) if a properly completed Ordinary Share Election Form (as defined in cash equal to $6.25 payable, without interest, Section 2.02) shall have been submitted to the holder of Exchange Agent (as defined in Section 2.02) on a timely basis with respect to such share of Company Common Stock, upon surrender of 2.32 fully paid and nonassessable Merger Ordinary Shares (the certificate that formerly evidenced such share "Ordinary Share Consideration"; the Ordinary Share Consideration and the ADS Consideration are each sometimes referred to herein as the "Merger Consideration"). All shares of Company Common Stock in to be converted into shares of HoldCo ADSs or Merger Ordinary Shares pursuant to this Section 2.01(c) are hereinafter referred to as "Converted Shares." (ii) If, (A) prior to the manner provided in Section 1.10 time at which the Scheme of Arrangement becomes effective (the “"Scheme Date"), ScottishPower shall pay a dividend in, subdivide, consolidate or, except pursuant to the Scheme of Arrangement, issue by capitalization of its reserves, any ScottishPower Ordinary Shares or (B) following the Scheme Date and prior to the Effective Time, HoldCo shall pay a dividend in, subdivide, consolidate or issue by capitalization of its reserves, any HoldCo Ordinary Shares, as applicable, the Merger Consideration”);Consideration shall be multiplied by a fraction, the numerator of which shall be the number of ScottishPower Ordinary Shares or HoldCo Ordinary Shares, as applicable, outstanding immediately after, and the denominator of which shall be the number of such shares outstanding immediately before, the occurrence of such event, and the resulting product shall from and after the date of such event be the Merger Consideration subject to further adjustment in accordance with this sentence. (biii) Each share All shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share converted in accordance with paragraph (i) of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to this Section 1.7(a2.01(c) shall no longer be outstanding and shall shall, as part of the consideration for the allotment and issue by HoldCo referred to in Section 2.01(e) below, automatically be canceled and retired and shall cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company 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 HoldCo ADSs or Merger Ordinary Shares (determined in accordance with Section 1.7(a2.03(e); and (d) Each share ), upon the surrender of common stocksuch certificate in accordance with Section 2.03, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporationwithout interest.

Conversion of Company Common Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of BuyerSub, the Company or the holders of any of the following securities: (ai) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b2.4(a)(ii) and Dissenting SharesShares (as defined in Section 2.5), if any) shall be canceled and and, subject to Section 2.5, shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 the Offer Price or any higher price paid for each outstanding share of Company Common Stock in the Offer payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 2.8 (together with amounts payable under Section 2.6(b), the “"Merger Consideration”");; and (bii) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer Sub or any of their direct or indirect subsidiaries and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto;. (b) At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the holders of any of the following securities, each share of common stock, no par value per share, of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value per share, of the Surviving Corporation and all such shares together shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a2.4(a)(i) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“"Certificate”") representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a2.4(a)(i); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Company Common Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Buyerthe holder thereof, the Company or the holders of any of the following securities: (a) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b(i) Treasury Securities, (ii) Roll-Over Shares and (iii) Dissenting Shares, if any) shall automatically be canceled converted into the right to receive, and each certificate which immediately prior to the Effective Time represented a share of Company Common Stock shall be cancelled and shall cease to exist and evidence solely the right to receive, $15.25 in cash (the "CASH MERGER Consideration") upon surrender of the certificate formerly representing Company Common Stock as provided in Section 3.4. (b) All Treasury Securities shall, by virtue of the Merger and without any action on the part of the holder thereof be converted thereof, automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist at and after the Effective Time and no payment or distribution consideration shall be made paid with respect thereto;. (c) At the Effective Time, all each share of Class B Common Stock held by the C&E Stockholders and each share of Class A Common Stock held by Parent as a result of the purchase of shares of the Company Common Stock converted pursuant to Section 1.7(athe Stock Purchase Agreement (each a "ROLL-OVER SHARE") shall no longer be outstanding converted into and shall automatically be canceled thereafter represent one fully-paid and retired non-assessable share of Surviving Corporation Common Stock. (d) At the Effective Time, the holders (other than the C&E Shareholders and cease to exist, and each holder Parent) of a certificate (“Certificate”) certificates representing any such shares of Company Common Stock shall cease to have any rights with respect theretoas stockholders of the Company, except and their sole right shall be the right to receive surrender such certificates or certificates in exchange for payment of the Cash Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to Consideration. At the Effective Time Time, the C&E Shareholders and Parent shall cease to have any rights as stockholders of the Company, and their sole right shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the right to surrender such certificates in exchange for Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCommon Stock.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (but excluding any shares of Company Common Stock issuable to holders of Company Options or Company Warrants) that is held by a Person who is an Accredited Investor, other than shares canceled of Company Common Stock to be cancelled pursuant to Section 1.7(b2.1(c) and or Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically solely into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, Per Share Mixed Consideration upon surrender of the certificate that formerly evidenced such share shares of Company Common Stock in the manner provided in accordance with Section 1.10 (the “Merger Consideration”); (b) 2.2. Each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time that is owned by Parent or Buyer and each share (but excluding any shares of Company Common Stock and Preferred Stock (collectively, “issuable to holders of Company Stock”Options or Company Warrants) that is owned held by the a Person who is not an Accredited Investor, other than shares of Company as treasury stock Common Stock to be cancelled pursuant to Section 2.1(c) or Dissenting Shares, shall be canceled and retired and cease converted solely into the right to exist and no payment or distribution shall be made receive the Per Share Cash Consideration upon surrender of such shares of Company Common Stock in accordance with respect thereto; (c) At Section 2.2. As of the First Effective Time, all shares of the Company Common Stock converted pursuant (but excluding any shares of Company Common Stock issuable to Section 1.7(aholders of Company Options or Company Warrants) shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter represent only the right to receive the Merger Per Share Mixed Consideration or the Per Share Cash Consideration, as applicable, to be paid in accordance with Section 1.7(a); and 2.2 (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time other than Dissenting Shares which shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the entitled only outstanding shares of capital stock of the Surviving Corporationto those rights set forth in Section 2.3(a)).

Conversion of Company Common Stock. At the Effective Time, by virtue each share of Class A Common Stock, par value $.01 per share ("Class A Common"), or Class B Common Stock, par value $.01 per share ("Class B Common" and together with the Class A Common, collectively, "Company Common Stock"), of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and except Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive from Parent (and, in the circumstances described in Section 1.6(d)(ii), from the Company) an amount in cash cash, payable at or about the Effective Time, equal to $6.25 payablethe quotient of (x) the Common Stock Merger Consideration, without interest, to divided by (y) the holder total number of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share shares (including Dissenting Shares) of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer (the "Common Cash Share Price"), in accordance with the terms set forth in this Agreement, the Letter of Transmittal and each share the Paying Agent Services Agreement. All such shares of Company Common Stock and Preferred Stock (collectivelyStock, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Timeother than Dissenting Shares, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Common Cash Share Price per full and fractional share evidenced by such certificate (without any interest payable thereon), upon the surrender of such certificate and delivery of an executed Letter of Transmittal. The Company Common Stock and Company Preferred Stock are sometimes referred to herein collectively as the "Company Stock" and the respective consideration payable in the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, respective holders (other than Dissenting Holders) of the Surviving Corporation Company Preferred Stock and shall constitute Company Common Stock, as set forth in Section 2.1(c) and this Section 2.1(d), is sometimes referred to herein as the only outstanding shares of capital stock of the Surviving Corporation"Merger Consideration".

Conversion of Company Common Stock. (a) At the Effective Time, by virtue subject to Section 2.2(e), each share of the Merger and without any action on the part common stock, par value $2.00 per share, of Buyer, the Company or the holders of any of the following securities: (a) Each share of “Company Common Stock Stock”), issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(bof Company Common Stock (x) and held in the Company’s treasury, (y) held by stockholders (the “Dissenting SharesStockholders”) duly exercising appraisal rights, if any, pursuant to N.J.B.A. §17:9A-140. and (z) shall be canceled held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (as defined in Section 3.3(a) hereof) (except for Trust Account Shares and shall DPC Shares (as such terms are defined in Section 1.4(b) hereof)), shall, by virtue of the Merger this Agreement and without any action on the part of the holder thereof thereof, be converted automatically into and exchangeable for one share (the right to receive an amount in cash equal to “Exchange Ratio”) of the common stock, par value $6.25 payable0.01 per share, without interest, to the holder of such share of Company Parent (“Parent Common Stock, upon surrender ”). All of the certificate that formerly evidenced such share shares of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company converted into Parent Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to this Section 1.7(a1.4(a) shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate (each, a “Certificate”) previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter only represent the right to receive (i) the Merger Consideration number of whole shares of Parent Common Stock and (ii) the cash in lieu of any fractional shares into which the shares of Company Common Stock represented by such Certificate have been converted pursuant to this Section 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificates in accordance with Section 1.7(a); and2.2 hereof, without any interest thereon. If, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Exchange Ratio shall be appropriately and equitably adjusted. (db) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to At the Effective Time Time, all shares of Company Common Stock that are owned by the Company as treasury stock and all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, being referred to herein as “DPC Shares”)) shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation cancelled and shall constitute the only outstanding cease to exist and no stock of Parent, cash or other consideration shall be delivered in exchange therefor. All shares of capital Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of the Surviving CorporationParent.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerSub, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time including shares covered by Company Restricted Stock Awards (other than whether vested or unvested), but excluding shares canceled cancelled pursuant to Section 1.7(b) and Dissenting Shares2.4(b), if any) shall be canceled cancelled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 43.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate Certificate that formerly evidenced such share of Company Common Stock and/or Restricted Stock Agreement in the manner provided in Section 1.10 2.5 (the “"Merger Consideration”");. (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock Sub shall be canceled cancelled and retired and cease to exist and no payment or distribution shall be made with respect thereto;. (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a2.4(a) shall no longer be outstanding and shall automatically be canceled cancelled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Certificate and/or Restricted Stock Agreement shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a2.4(a); and. (d) Each share of common stock, par value $1.00 0.01 per share, of Buyer Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerParent, the Company or the holders holder of any of the following securities: (a) Each Subject to Section 2.2(e), each share of the common stock, par value $0.01 per share, of the Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of “Company Common Stock”), upon surrender of the certificate that formerly evidenced such share except for shares of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of otherwise owned by the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and or Parent (in each holder of a certificate (“Certificate”) representing any such case other than shares of Company Common Stock (i) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity and (ii) shares held, directly or indirectly, in respect of debts previously contracted (collectively, the “Exception Shares”)) shall cease to have any rights be converted, in accordance with respect theretothe procedures set forth in this Agreement, except into the right to receive receive, without interest, (i) 0.680 shares (the Merger Consideration in accordance with Section 1.7(a); and (d“Exchange Ratio”) Each share of the common stock, par value $1.00 per share, of Buyer Parent (the “Parent Common Stock”) and (ii) $2.30 in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (ii), the “Merger Consideration”). (b) All the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate (each, an “Old Certificate”, it being understood that any reference herein to “Old Certificate” shall be deemed to include reference to book‑entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall thereafter represent only the right to receive (i) the Merger Consideration, (ii) cash in lieu of fractional shares which the shares of Company Common Stock represented by such Old Certificate have been converted into the right to receive pursuant to this Section 1.5 and Section 2.2(e), without any interest thereon and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2. Old Certificates previously representing shares of Company Common Stock shall be exchanged for certificates or, at Parent’s option, evidence of shares in book entry form (collectively referred to herein as “New Certificates”), representing whole shares of Parent Common Stock and cash as set forth in Section 1.5(a) (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued and outstanding immediately in consideration therefor) upon the surrender of such Old Certificates in accordance with Section 2.2, without any interest thereon. If, prior to the Effective Time shall be converted into and become one validly issuedTime, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital Parent Common Stock or Company Common Stock shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Exchange Ratio to give holders of Company Common Stock the Surviving Corporationsame economic effect as contemplated by this Agreement prior to such event. (c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Company Common Stock that are owned by the Company or Parent (in each case other than the Exception Shares) shall be cancelled and shall cease to exist and neither the Merger Consideration nor any other consideration shall be delivered in exchange therefor.

Conversion of Company Common Stock. At As of immediately prior to the Effective Time, by virtue all shares of then otherwise unvested restricted Company Common Stock other than Forfeited Stock (as defined below) issued and then outstanding under any Company Equity Incentive Plan shall be fully vested (such shares of Company Common Stock that vest as of the Merger and without any action on the part of BuyerEffective Time, the Company or the holders of any of the following securities: (a) “Vested Restricted Stock”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Excluded Shares, if anyDissenting Shares and other than each outstanding (but otherwise unvested) share of restricted Company Common Stock issued under the Company’s Amended and Restated 2003 Stock Incentive Plan, as amended, that is subject to performance-based vesting and which would not otherwise vest in accordance with its terms as of the Effective Time (the “Forfeited Stock”)) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof automatically be converted automatically into the right to receive cash in an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share . As of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of Forfeited Stock shall be forfeited and cancelled without action required by any Person and without consent of the holders thereof, and no cash, stock or other consideration shall be delivered or deliverable in exchange therefor. As of the Effective Time, all shares of Company Common Stock converted pursuant to Section 1.7(a) then issued and outstanding shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry shares (“Book-Entry Shares”) representing any such shares of Company Common Stock shall cease to have any rights with respect theretoto such shares, except except, in all cases, the right to receive (other than with respect to Excluded Shares, Dissenting Shares and Forfeited Stock) the Common Stock Merger Consideration Consideration, without interest, upon surrender of such Certificate or Book-Entry Shares in accordance with Section 1.7(a2.1(h); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (but excluding any shares of Company Common Stock issuable to holders of Company Options that is held by a Person who is an Accredited Investor, other than shares canceled of Company Common Stock to be cancelled pursuant to Section 1.7(b‎2.4(c) and or Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically solely into the right to receive an amount the Per Share Mixed Consideration (including, for the avoidance of doubt, amounts distributable to such Company Stockholder in cash equal to $6.25 payable, without interest, to the holder respect of such share of Company Common StockStock pursuant to Sections 2.9, 8.4(a) and 10.10(g)) upon surrender of the certificate that formerly evidenced such share shares of Company Common Stock in the manner provided in accordance with Section 1.10 (the “Merger Consideration”); (b) ‎2.5. Each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time that is owned by Parent or Buyer and each share (but excluding any shares of Company Common Stock and Preferred Stock (collectively, “issuable to holders of Company Stock”Options) that is owned held by the a Person who is not an Accredited Investor, other than shares of Company as treasury stock Common Stock to be cancelled pursuant to Section ‎2.4(c) or Dissenting Shares, shall be canceled converted solely into the right to receive the Per Share Cash Consideration (including, for the avoidance of doubt, amounts distributable to such Company Stockholder in respect of such Company Common Stock pursuant to Sections 2.9, 8.4(a) and retired and cease to exist and no payment or distribution shall be made 10.10(g)) upon surrender of such shares of Company Common Stock in accordance with respect thereto; (c) At Section ‎2.5. As of the First Effective Time, all shares of the Company Common Stock converted pursuant but excluding any shares of Company Common Stock issuable to Section 1.7(a) holders of Company Options shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter represent only the right to receive the Merger Per Share Mixed Consideration or the Per Share Cash Consideration, as applicable, to be paid in accordance with Section 1.7(a); and ‎2.5 (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time other than Dissenting Shares which shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the entitled only outstanding shares of capital stock of the Surviving Corporationto those rights set forth in Section ‎2.6(a)).

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerPurchaser, the Company or the holders holder of any of the following securities: (a) Each Subject to Section 2.2(e) and except as set forth in Section 1.7(c), each share of the common stock, par value $2.50 per share, of the Company (the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than Time, except for shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock or owned by the Company or Purchaser (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted), shall be canceled converted into the right to receive 2.225 shares (the "Exchange Ratio" and retired and cease to exist and no payment or distribution shall be made with respect thereto; such shares, the "Merger Consideration") of the common stock, par value $0.01 per share, of Purchaser (c) At the "Purchaser Common Stock"); it being understood that upon the Effective Time, all pursuant to Section 1.6, the Purchaser Common Stock, including the shares issued to former holders of Company Common Stock, shall be the common stock of the Surviving Corporation. (b) All of the shares of the Company Common Stock converted into the right to receive Purchaser Common Stock pursuant to Section 1.7(a) this Article I shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to existexist as of the Effective Time, and each holder of a certificate (“each, a "Certificate”", it being understood that any reference herein to "Certificate" shall be deemed to include reference to book‑entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter represent only the right to receive (i) a certificate representing the Merger Consideration number of whole shares of Purchaser Common Stock which such shares of Company Common Stock have been converted into the right to receive or, at Purchaser's option, evidence of shares in book entry form (collectively, referred to herein as "certificates"), (ii) cash in lieu of fractional shares which the shares of Company Common Stock represented by such Certificate have been converted into the right to receive pursuant to this Section 1.5 and Section 2.2(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Purchaser Common Stock (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) upon the surrender of such Certificates in accordance with Section 1.7(a); and (d) Each share of common stock2.2, par value $1.00 per sharewithout any interest thereon. If, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issuedTime, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital Purchaser Common Stock or Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Exchange Ratio. (c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Company Common Stock that are owned by the Company or Purchaser (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted) shall be cancelled and shall cease to exist and no stock of the Surviving CorporationPurchaser or other consideration shall be delivered in exchange therefor.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyerthe Company, the Company Stryker or the holders of any of the following securitiesMerger Sub: (a) Each share of Company Common Stock issued and outstanding immediately prior to at the Effective Time (other than shares of Company Common Stock canceled pursuant to in accordance with Section 1.7(b2.7(c) and other than shares of Company Common Stock that are held by Dissenting SharesShareholders) will be converted into the right to receive that number of shares of common stock, if anypar value $.10 per share, of Stryker (the "STRYKER COMMON STOCK") shall be canceled determined by dividing the Merger Consideration by the number of shares of Company Common Stock issued and shall outstanding immediately prior to the Merger and rounding the result to six decimal places (the "PER SHARE MERGER CONSIDERATION"). (b) All the shares of Company Common Stock, by virtue of the Merger and without any action on the part of the holder thereof holders, will no longer be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall will be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and will cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall will thereafter cease to have any rights with respect theretoto the shares of Company Common Stock, except the right to receive the Per Share Merger Consideration upon the surrender of the respective certificate(s) in accordance with Section 1.7(a); and2.10 or the right, if any, to receive payment as a Dissenting Shareholder from the Surviving Corporation as determined in accordance with Sections ▇-▇▇▇-▇▇▇ ET SEQ. of the CBCA. (dc) Each At the Effective Time, each share of common stock, par value $1.00 per share, of Buyer Company Common Stock issued and outstanding held in the Company's treasury immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable each share of common stockCompany Common Stock or Company Preferred Stock owned by Stryker, par value $1.00 per shareMerger Sub, or any other subsidiary of Stryker, will, by virtue of the Surviving Corporation Merger and shall constitute the only outstanding shares without any other action, be canceled and retired without payment of capital stock of the Surviving Corporationany consideration and will cease to exist.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerPurchaser, Merger Sub the Company or the holders holder of any of the following securities: (a) Each Subject to Section 2.2(e) and Section 8.1(f), each share of the common stock, par value $0.01 per share, of the Company (the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than Time, except for Dissenting Shares or shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock or otherwise owned by the Company, Purchaser or Merger Sub (in each case other than shares of Company Common Stock (i) held in Company Benefit Plans or trust accounts, managed accounts, mutual funds and the like or otherwise held in a fiduciary or agency capacity, or (ii) shares held, directly or indirectly, in respect of debts previously contracted, collectively the "Excluded Shares"), shall be canceled converted into the right to receive, without interest, (i) 0.17 shares (the "Exchange Ratio") of the common stock, par value $0.00006 per share, of Purchaser (the "Purchaser Common Stock") and retired (ii) $5.70 in cash (the "Per Share Cash Consideration") (the consideration described in (i) and (ii), the "Merger Consideration"). (b) All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this ARTICLE I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and no payment each certificate (each, a "Certificate", it being understood that any reference herein to "Certificate" shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall thereafter represent only the right to receive (i) the Merger Consideration, (ii) cash in lieu of fractional shares which the shares of Company Common Stock represented by such Certificate have been converted into the right to receive pursuant to this Section 1.5 and Section 2.2(e), without any interest thereon, and (iii) any dividends or distribution distributions which the holder thereof has the right to receive pursuant to Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates or, at Purchaser's option, evidence of shares in book-entry form (collectively, the "New Certificates") representing whole shares of Purchaser Common Stock and cash as set forth in 1.5(a) (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) upon the surrender of such Certificates in accordance with Section 2.2, without any interest thereon. If, prior to the Effective Time, the outstanding shares of Purchaser Common Stock or Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made with respect thereto;to the Exchange Ratio to give the holders of the Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. (c) At Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(athat are owned by the Company, Purchaser or Merger Sub (in each case other than the Excluded Shares) shall no longer be outstanding cancelled and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive exist and neither the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time nor any other consideration shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporationdelivered in exchange therefor.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerParent, Merger Sub, the Company or the holders of any of the following securitiesStockholder: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) any shares to be canceled pursuant to Section 1.7(b4.2(b) and Dissenting (ii) any Appraisal Shares (each of such shares described in clauses (i) and (ii), an “Excluded Share” and collectively, the “Excluded Shares, if any”)) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payablethe Offer Price, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 interest (the “Merger Consideration”);. As of the Effective Time, all such shares of Company Common Stock (other than the Excluded Shares) shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of either a certificate representing any such shares of Company Common Stock (each, a “Certificate”) or book-entry shares representing such shares of Company Common Stock (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive, as the case may be, (i) the Merger Consideration payable with respect to such shares of Company Common Stock upon surrender of such Certificate or Book-Entry Shares in accordance with Section 4.3, without interest or (ii) the payment referred to in Section 4.9, in the case of each Certificate formerly representing shares of Company Common Stock or Book-Entry Shares owned by dissenting stockholders. (b) Each share of Company Common Stock issued and outstanding immediately prior to held in the Effective Time that is owned by Parent or Buyer treasury of the Company and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by Parent or Merger Sub immediately prior to the Company as treasury stock Effective Time shall be canceled without any conversion thereof and retired and shall cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Company Common Stock. At the Effective TimeSubject to Sections 2.02 and 2.03, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (Time, other than (x) the Specified Shares and (y) any shares canceled pursuant to Section 1.7(bof Company Common Stock the holder of which: (i) and Dissenting Shares, if any) shall be canceled and shall by virtue has not voted in favor of the Merger and without any action on the part adoption of the holder thereof Plan of Merger or consented thereto in writing, (ii) has properly demanded appraisal of such shares in the time and manner provided in, and who has otherwise complied with, Section 262 of the DGCL and, (iii) as of immediately prior to the Effective Time, has neither effectively withdrawn nor lost his or her rights to such appraisal and payment under the DGCL (the “Appraisal Shares”), shall be converted automatically into the right to receive an amount Thirty-Five Dollars and Five Cents ($35.05) in cash equal to $6.25 payablecash, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 interest (the “Merger Consideration”) subject to any withholding of Taxes required by applicable Legal Requirements in accordance with Section 2.02(i); (b) Each share . All such shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectivelyStock, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Timewhen so converted, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (“Certificate”or evidence of shares in book-entry form) representing that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share Consideration. Notwithstanding the foregoing, if between the date of common stock, par value $1.00 per share, of Buyer issued this Agreement and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the Surviving Corporationnumber of shares of Company Common Stock will be appropriately adjusted to provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock Share issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant Shares to be cancelled in accordance with Section 1.7(b2.1(b) and other than Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be automatically converted automatically into the right to receive an amount receive, in cash equal to $6.25 payableaccordance with and subject to, the terms, conditions and procedures set forth in this Article 2 and Article 8 without interest, (i) (A) a number of validly issued, fully paid and non-assessable Parent Shares equal to the Exchange Ratio minus (B) the Per Share Escrow Amount, payable to the holder of such share of Company Common Stock, upon surrender of the certificate that Certificate formerly evidenced representing such Share in accordance with Section 2.2 and Section 2.2 and (ii) a pro rata share of Company Common Stock any Parent Shares to be released from the Escrow Account in respect of such Share in accordance with Article 8 and the manner provided in Section 1.10 Escrow Agreement as and when such releases are required to be made (such Parent Shares collectively, the “Merger Consideration”); (b. At the Effective Time, all of the Shares converted into the Merger Consideration pursuant to this Section 2.1(a) Each share of Company Common Stock issued shall cease to be outstanding, shall be cancelled and outstanding shall cease to exist, and each Certificate that immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing represented any such shares of Company Common Stock Shares shall cease to have any rights with respect thereto, except thereafter represent only the right to receive the Merger Consideration Consideration, without interest, including the right to receive, pursuant to Section 2.5, cash in accordance lieu of fractional Parent Shares, if any, which would otherwise be issuable in respect of such Company Common Stock pursuant to this Section 2.1(a) (the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 1.7(a2.2(e); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Company Common Stock. At The manner of converting shares of Company Common Stock in the Effective TimeMerger shall be as follows: a. As consideration for the Company Common Stock, Vision Twenty-One shall pay to the Stockholders at the Closing the aggregate value of Ten Million Six Hundred Thousand Dollars ($10,600,000) less the aggregate amount of outstanding long-term indebtedness (the net result of which is the "Merger Consideration"). The Merger Consideration shall consist of shares of Vision Twenty-One Common Stock to be delivered to the Stockholders in proportion to their respective ownership of the Company Common Stock as set forth on Schedule 2.8(a). The aggregate number of shares of Vision Twenty-One Common Stock to be delivered shall be that whole number equal to (but not greater than) the Merger Consideration divided by virtue $9.46 (the "Valuation Price"). The Merger Consideration is subject to adjustment as set forth in Section 2.11. b. As a result of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each share Company Common Stock, all shares of Company Common Stock issued and outstanding immediately prior to at the Effective Time (other than shall cease to exist, and the holders of certificates representing any such shares canceled pursuant of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Common Stock, except the right to receive upon the surrender of such certificate, on the Closing Date, validly issued, fully paid and nonassessable shares of Vision Twenty-One Common Stock in accordance with Section 1.7(b) 2.8(a). c. Each share of Company Common Stock held in the Company's treasury at the Effective Time, by virtue of the Merger, shall cease to be outstanding and Dissenting Shares, if any) shall be canceled cancelled and shall retired without payment of any consideration therefor. d. At the Effective Time, each share of Vision Twenty-One Common Stock issued and outstanding as of the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payablethereof, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued continue unchanged and remain outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving CorporationVision Twenty-One Common Stock.

Conversion of Company Common Stock. (a) At the Effective Time, in each case subject to Section 1.4(d), by virtue of the Merger and without any action on the part of Buyerthe Parties or the holder thereof, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) shall be converted into the right to receive an amount in cash, without interest, equal to the Per Share Purchase Price. (b) At the Effective Time, all shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist as of the Effective Time, and each certificate or electronic book-entry previously representing any such shares of Company Common Stock (the “Company Certificates”) shall thereafter represent only the right to receive the Per Share Purchase Price, and any Dissenting Shares shall thereafter represent only the right to receive applicable payments as set forth in Section 2.3. (c) If, prior to the Effective Time, the issued and outstanding shares of Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization (which the holders parties agree does not include Company Common Stock issued upon the exercise of any of Company Options and Company Warrants), then an appropriate and proportionate adjustment shall be made to the following securities:Per Share Purchase Price. (ad) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time and owned by any of the Parties or their respective Subsidiaries (in each case other than shares canceled pursuant to Section 1.7(bof Company Common Stock held on behalf of third parties) and Dissenting Sharesshall, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof thereof, cease to be converted automatically into the right to receive an amount in cash equal to $6.25 payableoutstanding, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled cancelled and retired without payment of any consideration therefor and shall cease to exist and no payment or distribution shall be made (together with respect thereto; (c) At the Effective TimeDissenting Shares, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“CertificateExcluded Shares”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Company Common Stock. At the Effective TimeSubject to Section 2.02(e), by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to in accordance with Section 1.7(b) and Dissenting Shares, if any2.01(b)) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount (i) 0.493 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of Parent Common Stock (the “Stock Portion”) and (ii) $33.25 in cash equal to $6.25 payablecash, without interestinterest (the “Cash Portion” and, to together with the holder of such share of Company Common StockStock Portion, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) . At the Effective Time, all such shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (“Certificate”) representing which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e), in each case to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 1.7(a2.02(b); and , without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, (dA) Each share the outstanding shares of common stockParent Common Stock shall have been changed into a different number of shares or a different class, par value $1.00 per shareby reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of Buyer issued and outstanding shares or similar transaction, (B) Parent declares or pays cash dividends in any fiscal quarter in excess of 200% of the amount of regularly quarterly dividends paid by the Parent immediately prior to the Effective Time date hereof or (C) Parent engages in any spin-off or split-off, then in any such case the Exchange Ratio shall be converted into appropriately adjusted to reflect such action. The right of any holder of a Certificate to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and become one validly issued, fully paid cash in lieu of any fractional shares payable pursuant to Section 2.02(e) shall be subject to and nonassessable share reduced by the amount of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporationany withholding that is required under applicable tax Law.

Conversion of Company Common Stock. At the Effective TimeSubject to Sections 2.02 and 2.03, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to or converted into shares of the Surviving Company in accordance with Section 1.7(b2.01(ii) and Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount (x) .1822 shares of common stock, par value $1 per share, of Parent (the "Parent Common Stock") (the "Stock Consideration") and (y) $51.75 in cash equal to $6.25 payable(the "Cash Consideration" and, without interesttogether with the Stock Consideration, to the holder of "Merger Consideration"). All such share shares of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectivelywhen so converted, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (“Certificate”or evidence of shares in book-entry form) representing that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a "Certificate") 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 Parent Common Stock to be issued or paid in consideration therefor and any dividends or other distributions to which holders become entitled upon the surrender of such Certificate in accordance with Section 1.7(a); and (d) Each share 2.02, without interest. Notwithstanding the foregoing, if between the date of common stock, par value $1.00 per share, of Buyer issued this Agreement and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the Surviving Corporationnumber of shares of Parent Common Stock or Company Common Stock, as the case may be, will be appropriately adjusted to provide to Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. As provided in Section 2.02(j), the right of any holder of a Certificate to receive the Merger Consideration shall be subject to and reduced by the amount of any required withholding under applicable Tax Law.

Conversion of Company Common Stock. At (a) Subject to Section 3.8, at the Effective Time, by virtue of the Merger and without any action on the part of BuyerParent, Merger Sub, the Company or the holders any holder of any of the following securitiesCompany Common Stock: (ai) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(bof Company Common Stock (a) and Dissenting held in the treasury of the Company, (b) that at the commencement of the Offer were owned by Parent or Merger Sub, or (c) irrevocably accepted for payment in the Offer (collectively, the “Excluded Shares, if any”)) shall be automatically canceled and converted into the right to receive an amount in cash equal to the Offer Price (the “Merger Consideration”), without interest. At the Effective Time, all of the shares of Company Common Stock shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each certificate (a “Company Stock Certificate”) formerly representing any of such shares (other than Excluded Shares) and each non-certificated share represented by book entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Merger Consideration, without interest, to be paid upon surrender of such Company Stock Certificate or Book Entry Share in accordance with Section 3.6. (ii) Each Excluded Share shall, by virtue of the Merger and without any action on the part of the holder thereof thereof, cease to be converted automatically into the right outstanding, shall be cancelled without payment of any consideration therefor and shall cease to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”);exist. (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (ciii) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 0.01 per share, of Buyer Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock Corporation. (b) Without duplication of the Surviving Corporationeffects of Section 2.1(g), if, between the date hereof and the Effective Time, the outstanding Company Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the consideration into which each share of Company Common Stock is converted in the Merger shall be adjusted to the extent appropriate; provided that nothing in this Section 3.5(b) shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Conversion of Company Common Stock. At the Effective Time(i) Subject to Sections 2.01(a) (Cancelation of Company Treasury Stock, by virtue of the Merger Class B Stock, and without any action on the part of BuyerParent-Owned Stock) and 2.01(c) (Appraisal Rights), the Company or the holders of any of the following securities: (a) Each each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) Canceled Shares and Dissenting Appraisal Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount and become exchangeable for (A) $5.32 in cash equal cash, without any interest thereon (the “Cash Consideration”), and (B) 0.2309 (the “Stock Exchange Ratio”) of a duly authorized, fully paid and non-assessable share of Parent Common Stock (the “Stock Consideration”). (ii) The Stock Consideration to $6.25 be issued, and Cash Consideration payable, without interest, to upon the holder conversion of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share shares of Company Common Stock pursuant to this Section 2.01(b), and Cash Consideration for Fractional Shares payable in the manner provided in lieu of fractional shares of Parent Common Stock as contemplated by Section 1.10 2.02(d) (No Fractional Shares of Parent Common Stock), are referred to collectively herein as the “Merger Consideration”.” As of the Effective Time, subject to Section 2.01(c) (Appraisal Rights); (b) Each share , all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and outstanding, shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (“Certificate”) representing or certificates that immediately prior to the Effective Time represented any such shares of Company Common Stock (the “Certificates”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and certain dividends and other distributions under Section 2.02(j) (Distributions with Respect to Unexchanged Shares), without interest, upon surrender of such Certificate in accordance with Section 1.7(a2.02 (Exchange of Certificates); and. (diii) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior Notwithstanding anything in this Agreement to the contrary, if from and after the date of this Agreement until the Effective Time shall be converted into and become one validly issuedTime, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital Parent Common Stock shall have been changed into a different number of shares or a different series or class of shares of Parent Capital Stock by reason of any reclassification, recapitalization, split-up, combination, re-combination, exchange of shares or adjustment, or a stock dividend thereon shall be declared with a record date within such period, the Stock Exchange Ratio shall be appropriately and proportionately adjusted. For purposes of clarification, nothing in the Surviving Corporationpreceding sentence shall be deemed to imply or provide that the Stock Exchange Ratio shall be adjusted by reason or in respect of any change in price or value of a share of Parent Common Stock from and after the date hereof.

Conversion of Company Common Stock. At (a) Subject to Section 2.10, at the Effective Time, by virtue of the Merger and without any action on the part of BuyerParent, Merger Sub, the Company or the holders any holder of any of the following securitiesCompany Common Stock: (ai) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) Cancelled Shares and Dissenting Appraisal Shares, if any) shall be canceled automatically cancelled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such 8.50 per share of Company Common Stock in the manner provided in Section 1.10 without interest thereon (the “Merger Consideration”);. At the Effective Time, all of the shares of Company Common Stock shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each certificate formerly representing any of such shares (a “Company Stock Certificate”) and each non-certificated share represented by book entry (a “Book Entry Share”), as the case may be, shall thereafter represent only the right to receive the Merger Consideration, net of applicable withholding Taxes and without interest, to be paid upon surrender of such Company Stock Certificate or Book Entry Share in accordance with Section 2.6. (bii) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock or otherwise and each share of Company Common Stock owned by Parent or Merger Sub shall be canceled cancelled and retired and cease to exist exist, and no payment or distribution shall be made with respect thereto;thereto (such shares, the “Cancelled Shares”). (ciii) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 0.0001 per share, of Buyer Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 0.0001 per share, of the Surviving Corporation Corporation. (b) Without duplication of the effects of Section 2.5(a), if, between the date hereof and shall constitute the only Effective Time, the outstanding shares of capital Company Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Surviving Corporationamount of cash into which each share of Company Common Stock is converted in the Merger shall be adjusted to the extent appropriate.

Conversion of Company Common Stock. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of BuyerParent, Purchaser, the Company or the holders of any stockholder of the following securitiesCompany: (ai) Each all shares of Company Common Stock held by the Company or any Company Subsidiary (or held in the Company’s treasury) immediately prior to the Effective Time shall be canceled and shall cease to exist, and no consideration shall be paid in exchange therefor; Table of Contents (ii) all shares of Company Common Stock held by Parent, Purchaser or any Subsidiary of Parent immediately prior to the Effective Time shall be canceled and shall cease to exist, and no consideration shall be paid in exchange therefor; (iii) except as provided in clauses (i) and (ii) above and subject to Section 2.5(b), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and the Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 Offer Price (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (div) Each each share of the common stock, par value $1.00 0.01 per share, of Buyer issued and Purchaser outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable (1) share of common stock, par value $1.00 0.01 per share, of the Surviving Corporation Corporation. (b) If, during the period commencing on the Agreement Date and shall constitute ending at the only Effective Time, the outstanding shares of capital Company Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Surviving CorporationMerger Consideration shall be appropriately adjusted.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerSub, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time including shares covered by Company Restricted Stock Awards (other than whether vested or unvested), but excluding shares canceled cancelled pursuant to Section 1.7(b) and Dissenting Shares2.4(b), if any) shall be canceled cancelled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 43.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate Certificate that formerly evidenced such share of Company Common Stock and/or Restricted Stock Agreement in the manner provided in Section 1.10 2.5 (the “Merger Consideration”);. (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock Sub shall be canceled cancelled and retired and cease to exist and no payment or distribution shall be made with respect thereto;. (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a2.4(a) shall no longer be outstanding and shall automatically be canceled cancelled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Certificate and/or Restricted Stock Agreement shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a2.4(a); and. (d) Each share of common stock, par value $1.00 0.01 per share, of Buyer Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Company Common Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares canceled of Company Common Stock to be cancelled pursuant to Section 1.7(b3.1(c) and (ii) Dissenting Shares) shall, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof thereof, be converted automatically into the right to receive an amount $12.50 in cash equal to $6.25 payablecash, without interest, payable to the holder of such share of Company Common Stockthereof, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 without any interest thereon (the “Merger Consideration”);. (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value one cent ($1.00 0.01) per share, of Buyer Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become continue as one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (c) All shares of Company Common Stock that are owned by the Company as treasury stock and any shares of Company Common Stock owned by Parent or Merger Sub or any other Subsidiary of Parent or The Home Depot, Inc. immediately prior to the Effective Time shall, at the Effective Time, automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (d) At the Effective Time, each share of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 3.1(a) shall be automatically cancelled and shall cease to exist, and the holders immediately prior to the Effective Time of shares of outstanding Company Common Stock not represented by certificates (“Book Entry Shares”) and the holders of certificates that, immediately prior to the Effective Time, represented shares of outstanding Company Common Stock (the “Certificates”) in each case shall cease to have any rights with respect to such shares of Company Common Stock other than the right to receive, upon transfer of such Book Entry Shares or delivery of such Certificates in accordance with Section 3.2, the Merger Consideration, without any interest thereon, for each such share of Company Common Stock held by them.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerParent, the Company Company, Merger Sub or the holders holder of any of the following securitiesshares of Company Common Stock (as defined below), Parent Common Stock or any capital stock of Merger Sub: (a) Each All shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly or indirectly by the Company immediately prior to the Effective Time shall automatically be cancelled and shall not represent capital stock of the Surviving Company and shall not be converted into and become the right to receive the Merger Consideration (as defined below); shares of Company Common Stock that are canceled pursuant to this Section 2.1(a) are hereinafter referred to as the “Cancelled Shares”; (b) Subject to Section 2.1(d), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) any Cancelled Shares and Dissenting Shares, if anyShares (as defined below)) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof automatically be converted automatically into and become the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder a number of shares of Parent Common Stock determined by multiplying such share of Company Common Stock, upon surrender of by the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 Exchange Ratio (the “Merger Consideration”); (b) Each share ; “Exchange Ratio” shall have the meaning set forth in Exhibit A; as of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and Time, each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company converted as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) aforesaid shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter only represent the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stockConsideration, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.without interest;

Conversion of Company Common Stock. At the Effective Time, ---------------------------------- by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b1.4(c) and Dissenting SharesShares (as defined in Section 1.5), if any) shall be canceled and and, subject to Section 1.5, shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 8.00 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 1.7 (the “"Merger Consideration”"); provided, if -------------------- -------- prior to the consummation of the Merger, Parent or any of its affiliates purchases, or enters into an option to purchase, shares of Company Common Stock at a price per share in excess of the Merger Consideration, the Merger Consideration shall be increased to the highest such price per share; (b) Each share of Preferred Stock (as hereinafter defined) issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.4(c)) shall continue to be an issued and outstanding share of Preferred Stock of the Surviving Corporation following the Effective Time; (c) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “"Company ------- Stock”") that is owned by the Company as treasury stock shall be canceled and ----- retired and cease to exist and no payment or distribution shall be made with respect thereto; (cd) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a1.4(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“"Certificate”") representing any such shares of Company Common Stock ----------- shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a1.4(a); and. (de) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerParent, the Company or the holders holder of any of the following securities: (a) Each Subject to Section 2.2(e), each share of the common stock, par value $0.01 per share, of the Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of “Company Common Stock”), upon surrender of the certificate that formerly evidenced such share except for shares of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of otherwise owned by the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and or Parent (in each holder of a certificate (“Certificate”) representing any such case other than shares of Company Common Stock (i) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity and (ii) shares held, directly or indirectly, in respect of debts previously contracted (collectively, the “Exception Shares”)) shall cease to have any rights be converted, in accordance with respect theretothe procedures set forth in this Agreement, except into the right to receive receive, without interest, (i) 0.680 shares (the Merger Consideration in accordance with Section 1.7(a); and (d“Exchange Ratio”) Each share of the common stock, par value $1.00 per share, of Buyer Parent (the “Parent Common Stock”) and (ii) $2.30 in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (ii), the “Merger Consideration”). (b) All the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate (each, an “Old Certificate”, it being understood that any reference herein to “Old Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall thereafter represent only the right to receive (i) the Merger Consideration, (ii) cash in lieu of fractional shares which the shares of Company Common Stock represented by such Old Certificate have been converted into the right to receive pursuant to this Section 1.5 and Section 2.2(e), without any interest thereon and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2. Old Certificates previously representing shares of Company Common Stock shall be exchanged for certificates or, at Parent’s option, evidence of shares in book entry form (collectively referred to herein as “New Certificates”), representing whole shares of Parent Common Stock and cash as set forth in Section 1.5(a) (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued and outstanding immediately in consideration therefor) upon the surrender of such Old Certificates in accordance with Section 2.2, without any interest thereon. If, prior to the Effective Time shall be converted into and become one validly issuedTime, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital Parent Common Stock or Company Common Stock shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Exchange Ratio to give holders of Company Common Stock the Surviving Corporationsame economic effect as contemplated by this Agreement prior to such event. (c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Company Common Stock that are owned by the Company or Parent (in each case other than the Exception Shares) shall be cancelled and shall cease to exist and neither the Merger Consideration nor any other consideration shall be delivered in exchange therefor.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any capital stock of Buyer or the Company, the capital stock of the following securitiesCompany and Buyer shall be converted as follows: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled cancelled pursuant to Section 1.7(b1.4(b) and Dissenting SharesShares (as hereinafter defined), if any) (together with the associated preferred stock purchase rights) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to TEN DOLLARS ($6.25 10.00) payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “"Merger Consideration”"); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all All shares of the Company Common Stock converted pursuant to Section 1.7(a1.4(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“"Certificate”") representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a)this Agreement; and (d) Each share of common stock, par value $1.00 .0001 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 .0001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, the Company or the holders holder of any of the following securities: (a) Each share of Company common stock, no par value per share, of Parent (the “Parent Common Stock Stock”), and each share of common stock, no par value per share, of Buyer (the “Buyer Common Stock”), issued and outstanding immediately prior to before the Effective Time shall remain issued and outstanding and shall not be affected by the Merger. (b) All shares of common stock, $1.00 par value per share, of the Company issued and outstanding immediately before the Effective Time (the “Company Common Stock”) that are owned, directly or indirectly, by the Company, Parent or Buyer (other than shares canceled of Company Common Stock held in trust accounts (including grantor or rabbi trust accounts), managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties (any such shares, “Trust Account Common Shares”) and other than shares of Company Common Stock held, directly or indirectly, by the Company, Parent or Buyer in respect of a debt previously contracted (any such shares, “DPC Common Shares”)) shall be cancelled and shall cease to exist and no stock of Parent or Buyer and no other consideration shall be delivered in exchange therefor. (c) Subject to Sections 1.4(e), 1.4(g) and 1.5, each share of Company Common Stock, except for shares of Company Common Stock cancelled pursuant to Section 1.7(b1.4(b) above and except for Dissenting Shares, if any) shall be canceled and shall by virtue of converted, at the Merger and without any action on the part election of the holder thereof be converted automatically thereof, in accordance with the procedures set forth in Section 2.1, into the right to receive the following, without interest: (i) for each share of Company Common Stock with respect to which an election to receive Parent Common Stock has been effectively made and not revoked or deemed revoked pursuant to Article II (a “Stock Election”), that fraction of a fully paid and nonassessable share of Parent Common Stock equal to the amount, rounded to the nearest one ten-thousandth (the “Conversion Number”), derived by dividing the Per Share Amount by the Market Price (such fraction of a share of Parent Common Stock to be paid per share of Company Common Stock is referred to as the “Per Share Stock Consideration”) (collectively, the total number of shares of Company Common Stock that elect to be converted into the right to receive Per Share Stock Consideration are referred to as the “Stock Election Shares”); (ii) for each share of Company Common Stock with respect to which an election to receive cash has been effectively made and not revoked or deemed revoked pursuant to Article II (a “Cash Election”), an amount in cash equal to $6.25 payablethe Per Share Amount (the “Per Share Cash Consideration” and, without interesttogether with the Per Share Stock Consideration, to the holder “Per Share Merger Consideration”) (collectively, the total number of such share shares of Company Common Stock, upon surrender of Stock that elect to be converted into the certificate that formerly evidenced such right to receive Per Share Cash Consideration are referred to as the “Cash Election Shares”); and any Dissenting Shares shall be deemed to be Cash Election Shares; or (iii) for each share of Company Common Stock other than shares as to which a Cash Election or a Stock Election has been effectively made and not revoked or deemed revoked pursuant to Article II (collectively, the “Non-Election Shares”), the right to receive from Parent such Per Share Stock Consideration or from Buyer such Per Share Cash Consideration, each as is determined in accordance with Section 1.5, provided that the manner provided in Section 1.10 total amount of cash (the “Merger ConsiderationTotal Cash Amount”) payable under this Section 1.4(c); , shall be equal to, as nearly as practicable, but in no event shall exceed the product of (bx) Each share the Per Share Amount, (y) 50% and (z) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share Time. For the avoidance of Company Common Stock and Preferred Stock (collectivelydoubt, “Company Stock”) that is owned by the Company as treasury stock Dissenting Shares shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right treated as having elected to receive the Merger Per Share Cash Consideration in accordance with for purposes of calculating the Total Cash Amount. The calculations required by this Section 1.7(a); and (d1.4(c) Each share of common stock, par value $1.00 per share, of Buyer issued shall be prepared jointly by Parent and outstanding immediately the Company prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving CorporationClosing Date.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Cancelled Shares, if anyany Dissenting Shares or any shares of Company Common Stock that are owned or held by any direct or indirect Subsidiary of the Company immediately prior to the Effective Time) shall be canceled automatically converted into the right to receive: (A) $7.25 in cash (the “Cash Consideration”) and shall by virtue (B) 0.2188 validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”) pursuant to the terms of this Agreement. All of the Merger and without any action on the part shares of the holder thereof be Company Common Stock converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted Consideration pursuant to Section 1.7(a) this ARTICLE II shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to existexist as of the Effective Time, and each holder uncertificated shares of a certificate Company Common Stock represented by book-entry form (“CertificateBook-Entry Shares”) representing and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except thereafter represent only the right to receive pursuant to the terms of this Agreement the Merger Consideration into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor and any dividends or other distributions to which holders of Company Common Stock become entitled in accordance with Section 1.7(a2.2(e); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Company Common Stock. At the Effective Time, ---------------------------------- by virtue of the Merger and without any action on the part of BuyerParent, Merger Sub, the Company or the holders any holder of any shares of Company Common Stock (i) shares of Company Common Stock which are owned by Parent or by a direct or indirect subsidiary of the following securities: Company or of Parent or shares of Company Common Stock held in the Company's treasury at the Effective Time shall be cancelled, (aii) Each each share of Company Common Stock issued and outstanding immediately prior to and not owned by Parent at the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled converted into and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into exchanged for the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder that number of such share shares of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Parent Common Stock in the manner provided in Section 1.10 derived by dividing (the “Merger Consideration”); a) 1,285,067 by (b) Each share the total number of all shares of Company Common Stock issued and outstanding immediately prior to and not owned by Parent as of the Effective Time that is owned by Parent or Buyer (the "Merger Consideration"), which shall be distributed promptly upon the surrender of the certificate representing such share, in accordance with Section 1.8(c), and each share -------------- (iii) all such shares of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest. The shares of Parent Common Stock constituting the Merger Consideration in accordance shall be registered with Section 1.7(a); and the U.S. Securities and Exchange Commission (d"SEC") Each share and applicable state blue sky authorities and shall be listed on The Montreal Exchange and the Toronto Stock Exchange. By way of common stockexample only, par value $1.00 per share, if the total number of Buyer issued and outstanding immediately prior to shares of Company Common Stock, not owned by Parent, as of the Effective Time shall is 4,654,543 as represented by the Company in Section 2.2, then each share of Company Common Stock would be ----------- converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding right to receive approximately 0.276 shares of capital stock Parent Common Stock. In no event shall Parent issue more than 1,285,067 shares of Parent Common Stock as the Surviving Corporationtotal Merger Consideration. Prior to or substantially contemporaneous with the Merger, Parent intends to purchase 4,419,110 shares of Company Common Stock from Royalstar.

Conversion of Company Common Stock. At (a) Subject to Section 3.9, at the Effective Time, by virtue of the Merger and without any action on the part of BuyerParent, Merger Sub, the Company or the holders any holder of any shares of the following securitiesCompany Common Stock: (ai) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares canceled pursuant to Section 1.7(bof Company Common Stock (a) held in the treasury of the Company, (b) that at the commencement of the Offer were owned by Parent or Merger Sub or any of their direct or indirect Subsidiaries or (c) irrevocably accepted for payment in the Offer (collectively, the “Excluded Shares”), and Dissenting (ii) Appraisal Shares, if any) shall be automatically canceled and converted into the right to receive an amount in cash equal to the Offer Price (the “Merger Consideration”), without interest. At the Effective Time, all of the shares of Company Common Stock shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each certificate (a “Company Stock Certificate”) formerly representing any of such shares (other than Excluded Shares or Appraisal Shares) and each non-certificated share represented by book entry (a “Book Entry Share”) (other than Excluded Shares or Appraisal Shares) shall thereafter represent only the right to receive the Merger Consideration, without interest, to be paid upon surrender of such Company Stock Certificate or Book Entry Share in accordance with Section 3.6. (ii) Each Excluded Share shall, by virtue of the Merger and without any action on the part of the holder thereof thereof, cease to be converted automatically into the right outstanding, shall be cancelled without payment of any consideration therefor and shall cease to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”);exist. (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (ciii) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 0.01 per share, of Buyer Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 0.01 per share, of the Surviving Corporation Corporation. (b) Without duplication of the effects of Section 2.1(f), if, between the date hereof and shall constitute the only Effective Time, the outstanding shares of capital Company Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification or recapitalization, then the Surviving Corporationconsideration into which each share of Company Common Stock is converted in the Merger shall be equitably adjusted to the extent appropriate; provided that nothing in this Section 3.5(b) shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerPurchaser, the Company or the holders holder of any of the following securities: (a) Each Subject to Section 2.2(e) and except as set forth in Section 1.7(c), each share of the common stock, par value $2.50 per share, of the Company (the “Company Common Stock Stock”) issued and outstanding immediately prior to the Effective Time (other than Time, except for shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock or owned by the Company or Purchaser (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted), shall be canceled converted into the right to receive 2.225 shares (the “Exchange Ratio” and retired and cease to exist and no payment or distribution shall be made with respect thereto; such shares, the “Merger Consideration”) of the common stock, par value $0.01 per share, of Purchaser (c) At the “Purchaser Common Stock”); it being understood that upon the Effective Time, all pursuant to Section 1.6, the Purchaser Common Stock, including the shares issued to former holders of Company Common Stock, shall be the common stock of the Surviving Corporation. (b) All of the shares of the Company Common Stock converted into the right to receive Purchaser Common Stock pursuant to Section 1.7(a) this Article I shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to existexist as of the Effective Time, and each holder of a certificate (each, a “Certificate”, it being understood that any reference herein to “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter represent only the right to receive (i) a certificate representing the Merger Consideration number of whole shares of Purchaser Common Stock which such shares of Company Common Stock have been converted into the right to receive or, at Purchaser’s option, evidence of shares in book entry form (collectively, referred to herein as “certificates”), (ii) cash in lieu of fractional shares which the shares of Company Common Stock represented by such Certificate have been converted into the right to receive pursuant to this Section 1.5 and Section 2.2(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Purchaser Common Stock (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) upon the surrender of such Certificates in accordance with Section 1.7(a); and (d) Each share of common stock2.2, par value $1.00 per sharewithout any interest thereon. If, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issuedTime, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital Purchaser Common Stock or Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Exchange Ratio. (c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Company Common Stock that are owned by the Company or Purchaser (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted) shall be cancelled and shall cease to exist and no stock of the Surviving CorporationPurchaser or other consideration shall be delivered in exchange therefor.

Conversion of Company Common Stock. At the Effective TimeSubject to Sections 2.02 and 2.03, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Rollover Shares, if any) shall shares to be canceled and shall by virtue or converted into shares of the Surviving Company in accordance with Section 2.01(b)) and, except as provided in Section 2.03, any shares of Company Common Stock the holder of which (i) has not voted in favor of approval of the Merger and without any action on the part adoption of the holder thereof Plan of Merger; (ii) has demanded and perfected such holder’s right to dissent from the Merger and to be paid the fair value of such shares in accordance with Sections 302A.471 and 302A.473 of the MBCA; and (iii) as of the Effective Time has not effectively withdrawn or lost such dissenter’s rights (the “Dissenting Shares”)) shall be converted automatically into the right to receive an amount $72.10 in cash equal to $6.25 payablecash, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 interest (the “Merger Consideration”); (b) Each share . All such shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectivelyStock, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Timewhen so converted, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (“Certificate”or evidence of shares in book-entry form) representing that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share Consideration. Notwithstanding the foregoing, if between the date of common stock, par value $1.00 per share, of Buyer issued this Agreement and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the Surviving Corporationnumber of shares of Company Common Stock will be appropriately adjusted to provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Company Common Stock. At Except for shares of Company Common Stock held by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the Effective Time“Principal Stockholder”), by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each each share of Company Common Stock Stock, issued and outstanding immediately prior to the Effective Time of Merger I (other than dissenting shares canceled and shares cancelled pursuant to Section 1.7(b) and Dissenting Shares3.1(c)), if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to [ ] shares of Parent Common Stock (the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share “Exchange Ratio”). All shares of Company Common Stock in held of record by the manner provided in Section 1.10 (Principal Stockholder shall be converted into the “right to receive $[ ], without interest. As of the Effective Time of Merger Consideration”); (b) Each share I, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except (i) in the case of all Company Stockholders (excluding the Principal Stockholder), the right to receive upon the Merger Consideration surrender of such shares, certificates representing the shares of Parent Common Stock, and cash in lieu of fractional shares of Parent Common Stock upon surrender of such shares in accordance with Section 1.7(a3.7(c); , without interest, and , (dii) Each share in the case of common stockthe Principal Stockholder, par value $1.00 per sharethe right to receive upon the surrender of such shares, the cash payment provided for in this Section 3.1(c). Notwithstanding the foregoing, if between the date of Buyer issued this Agreement and outstanding immediately prior to the Effective Time shall be converted into and become one validly issuedof Merger I, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, the Surviving CorporationExchange Ratio shall be correspondingly adjusted to provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Company Common Stock. At (a) Subject to Section 2.9, at the Effective Time, by virtue of the Merger and without any action on the part of BuyerParent, Merger Sub, the Company or the holders any holder of any of the following securitiesCompany Common Stock: (ai) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) Cancelled Shares and Dissenting Appraisal Shares, if any) shall be canceled automatically cancelled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such 10.10 per share of Company Common Stock in the manner provided in Section 1.10 without interest thereon (the “Merger Consideration”);. At the Effective Time, all of the shares of Company Common Stock shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each certificate formerly representing any of such shares (a “Company Stock Certificate”) and each non-certificated share represented by book entry (a “Book Entry Share”), as the case may be, shall thereafter represent only the right to receive the Merger Consideration, net of applicable withholding Taxes and without interest, to be paid upon surrender of such Company Stock Certificate or Book Entry Share in accordance with Section 2.6. (bii) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock or otherwise and each share of Company Common Stock owned by Parent or Merger Sub shall be canceled cancelled and retired and cease to exist exist, and no payment or distribution shall be made with respect thereto;thereto (such shares, the “Cancelled Shares”). (ciii) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 0.001 per share, of Buyer Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 0.001 per share, of the Surviving Corporation Corporation. (b) Without duplication of the effects of Section 2.5(a), if, between the date hereof and shall constitute the only Effective Time, the outstanding shares of capital Company Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Surviving Corporationamount of cash into which each share of Company Common Stock is converted in the Merger shall be adjusted to the extent appropriate.

Conversion of Company Common Stock. At (a) Subject to Section 3.8, at the Effective Time, by virtue of the Merger and without any action on the part of BuyerParent, Merger Sub, the Company or the holders any holder of any of the following securitiesCompany Common Stock: (ai) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(bof Company Common Stock (a) and Dissenting held in the treasury of the Company (other than in any Company Benefit Plan), (b) that at the commencement of the Offer were owned by Parent or Merger Sub, or (c) irrevocably accepted for payment in the Offer (collectively, the “Excluded Shares, if any”)) shall be automatically canceled and converted into the right to receive an amount in cash equal to the Offer Price (the “Merger Consideration”), without interest. At the Effective Time, all of the shares of Company Common Stock shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each certificate (a “Company Stock Certificate”) formerly representing any of such shares (other than Excluded Shares) and each non-certificated share represented by book entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Merger Consideration, without interest, to be paid upon surrender of such Company Stock Certificate or Book Entry Share in accordance with Section 3.6. (ii) Each Excluded Share shall, by virtue of the Merger and without any action on the part of the holder thereof thereof, cease to be converted automatically into the right outstanding, shall be cancelled without payment of any consideration therefor and shall cease to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”);exist. (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (ciii) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 0.01 per share, of Buyer Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock Corporation. (b) Without duplication of the Surviving Corporationeffects of Section 2.1(f), if, between the date hereof and the Effective Time, the outstanding Company Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the amount of cash into which each share of Company Common Stock is converted in the Merger shall be adjusted to the extent appropriate; provided that nothing in this Section 3.5(b) shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerParent, Merger Sub, the Company or the holders holder of any securities of Parent or the following securitiesCompany: (a) Each Subject to Section 2.2(e), each share of the common stock, par value $0.01 per share, of the Company Common Stock issued and outstanding immediately prior to the Effective Time (the “Company Common Stock”), including each Company Restricted Share held by a non-employee director of the Company Board (each, a “Director Restricted Share”), except for shares of Company Common Stock owned by the Company or Parent (in each case, other than shares canceled pursuant to Section 1.7(bof Company Common Stock (i) held in trust accounts, managed accounts, mutual funds and Dissenting Sharesthe like, if anyor otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties, or (ii) held, directly or indirectly, by the Company or Parent in respect of debts previously contracted), shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to 0.118 of a share (the “Exchange Ratio”) of the common stock, par value $6.25 payable0.50 per share, without interest, to of Parent (the holder of such share of Company “Parent Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 ”) (the “Merger Consideration”);; it being understood that at and immediately after the Effective Time, pursuant to Section 1.6, Parent Common Stock, including the shares issued to former holders of Company Common Stock (including holders of Director Restricted Shares), shall be the common stock of Parent. (b) Each share All of the shares of Company Common Stock issued and outstanding immediately prior converted into the right to receive the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted Merger Consideration pursuant to Section 1.7(a) this Article I shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to existexist as of the Effective Time, and each holder of a certificate (each, an “Old Certificate”; it being understood that any reference herein to “Old Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter represent only the right to receive (i) a New Certificate representing the Merger Consideration number of whole shares of Parent Common Stock that such shares of Company Common Stock have been converted into the right to receive, (ii) cash in accordance with lieu of fractional shares which the shares of Company Common Stock represented by such Old Certificate have been converted into the right to receive pursuant to this Section 1.7(a1.5 and Section 2.2(e); and , without any interest thereon, and (diii) Each share any dividends or distributions that the holder thereof has the right to receive pursuant to Section 2.2, in each case, without any interest thereon. If, between the date of common stock, par value $1.00 per share, of Buyer issued this Agreement and outstanding immediately prior to the Effective Time shall be converted into and become one validly issuedTime, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital Parent Common Stock or Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the Surviving Corporationsame economic effect as contemplated by this Agreement prior to such event; provided, that nothing contained in this sentence shall be construed to permit the Company or Parent to take any action with respect to its securities or otherwise that is prohibited by the terms of this Agreement. (c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Company Common Stock that are owned by the Company or Parent (in each case, other than shares of Company Common Stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties, or (ii) held, directly or indirectly, by the Company or Parent in respect of debts previously contracted) shall be cancelled and shall cease to exist and no Parent Common Stock or other consideration shall be delivered in exchange therefor.

Conversion of Company Common Stock. At (a) Subject to the provisions of this Agreement, at the Effective TimeTime each issued and outstanding share of common stock, by virtue par value $.001 per share, of the Company ("Company Common Stock"), shall be converted into the right to receive in cash, without interest, an amount equal to $26.00 (the "Merger Consideration"). (b) As a result of the Merger and without any action on the part of Buyerany holder thereof, at the Company or the holders of any of the following securities: (a) Each share Effective Time all shares of Company Common Stock issued shall cease to be outstanding and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall thereafter cease to have any rights with respect theretoto such shares of Company Common Stock, except the right to receive receive, without interest, the Merger Consideration upon the surrender of a certificate representing such shares of Company Common Stock, together with a duly completed Letter of Transmittal (as defined below), or a Letter of Transmittal with respect to shares of Company Common Stock held in accordance with Section 1.7(abook-entry form (the "Certificates"); and. (dc) Each Notwithstanding anything contained in this Section 2.2 to the contrary, each share of common stock, par value $1.00 per share, of Buyer Company Common Stock issued and outstanding held in the Company's treasury or by any of the Company's subsidiaries immediately prior to the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be converted into canceled and become one validly issuedretired without payment of any consideration therefor. (d) Notwithstanding the foregoing, fully paid and nonassessable each share of common stockCompany Common Stock owned by Parent or any of its subsidiaries ("Parent Subsidiaries") at the Effective Time shall, par value $1.00 per share, by virtue of the Surviving Corporation Merger, be canceled and retired without payment of any consideration therefor. (e) The Merger Consideration shall constitute be subject to appropriate adjustment in the only outstanding shares event of capital a stock split, stock dividend or recapitalization after the date of this Agreement and prior to the Surviving CorporationClosing applicable to Company Common Stock.

Conversion of Company Common Stock. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of BuyerCrossbox, Merger Sub, the Company or the holders of any stockholder of the following securitiesCompany: (ai) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such each share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectivelyif any, “Company Stock”) that is owned then held by the Company as treasury stock (or held in the Company’s treasury) shall be canceled and retired and shall cease to exist exist, and no payment or distribution consideration shall be made with respect theretodelivered in exchange therefor; (cii) At the Effective Timeeach share of common stock of Merger Sub, all shares if any, then held by Crossbox, Merger Sub or any other wholly-owned Subsidiary of the Company Common Stock converted pursuant to Section 1.7(a) Crossbox shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder no consideration shall be delivered in exchange therefor; (iii) all of a certificate (“Certificate”) representing any such the shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Merger Shares; being that number of shares of Crossbox Common Stock equal to 32,290,000 shares of Crossbox Common Stock or such other number of shares of Crossbox Common Stock as shall represent approximately seventy-two (72.0%) percent of the total number of shares of Crossbox Common Stock immediately following to the Effective Time that is and become one validly issuedwould be issued and outstanding, fully paid and nonassessable calculated on a Fully Diluted Basis, (iv) subject only to the provisions of Section 1.7(a), each share of common stock, par value $1.00 per share, Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive that number of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of Crossbox Common Stock equal to the Surviving Corporation.Applicable Multiplier; and

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerParent, the Company or the holders holder of any securities of the following securitiesParent or Company: (a) Each share of the Class A Common Stock, par value $0.01 per share, of Company (the “Class A Company Common Stock Stock”) issued and outstanding immediately prior to the Effective Time and each share of the Class B Common Stock, par value $0.01 per share, of Company (the “Class B Company Common Stock” and, together with the Class A Company Common Stock, the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (in each case, except for (i) shares of Company Common Stock owned by Company or Parent (in each case, other than shares canceled pursuant to Section 1.7(bof Company Common Stock (A) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Shares”)) and (ii) Common Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive from Parent (or, at the election of Parent, Merger Sub or another wholly owned direct or indirect Subsidiary of Parent) an amount in cash equal to $6.25 payable39.00, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 interest (the “Merger Consideration”);. (b) Each share All of the shares of Company Common Stock issued and outstanding immediately prior converted into the right to receive the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted Merger Consideration pursuant to Section 1.7(a) this Article I shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to existexist as of the Effective Time, and each holder of a certificate or book-entry account statement (each, an “Old Certificate”, it being understood that any reference herein to “Old Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter represent only the right to receive the Merger Consideration in accordance with which the shares of Company Common Stock represented by such Old Certificate have been converted into the right to receive pursuant to this Section 1.7(a); and1.5 and Section 2.2, without any interest thereon. (dc) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior Notwithstanding anything in this Agreement to the contrary, at the Effective Time Time, all shares of Company Common Stock that are owned by (i) Company (in each case, other than the Exception Shares) shall be cancelled and shall cease to exist and neither the Merger Consideration nor any other consideration shall be delivered in exchange therefor and (ii) Parent (in each case, other than the Exception Shares) shall be converted into such number and become one validly issued, fully paid and nonassessable share type of common stock, par value $1.00 per share, shares of the Surviving Corporation as is agreed by Parent and shall constitute the only outstanding shares of capital stock of the Surviving Corporation, and, upon such conversion, each such share of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist.

Conversion of Company Common Stock. At Subject to Section 2.1(c), the Effective Timeissued and outstanding common shares, by virtue par value $0.001, of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (such shares, collectively, “Company Common Stock,” and each, a “Company Common Share”), other than shares canceled pursuant to Section 1.7(b) and Dissenting any Cancelled Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof thereupon be converted automatically into and shall thereafter represent the right to receive an amount in cash equal to two (2) shares of the Parent’s common stock, par value $6.25 payable, without interest, to the holder of such 0.0001 per share of Company (“Parent Common Stock”), upon surrender and all of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding preferred stock of the Company outstanding immediately prior to the Effective Time that is owned by Parent or Buyer (such shares, collectively, the “Company Preferred Stock,” and each share of each, a “Company Preferred Share,” and together, with the Company Common Stock, a “Share” or the “Shares”), other than any Cancelled Shares, shall thereupon be converted automatically into and shall thereafter represent the right to receive that number of fully paid and non-assessable preferred shares of the Parent, par value $.001 (“Parent Preferred Stock”), as shall constitute 54% of the voting rights of the holders of the Parent Preferred Stock and Preferred Stock (collectivelyParent Common Stock, “Company so that upon completion of the Merger the Parent shall have issued and outstanding 235,132,324 shares of Parent Common Stock”) that is , of which 27,974,000 shares shall be owned by the Company as treasury stock current shareholders of the Parent and 207,158,324 shares shall be canceled owned by the current shareholders of the Company and retired that number of Parent Preferred Shares which shall constitute 54% of the voting rights and cease power of all shares of any class of the Parent, then to exist and no payment or distribution shall be made with respect thereto; outstanding, determined on a fully-diluted basis (cthe “Merger Consideration”) At . As a result of the Merger, at the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable in accordance with Section 1.7(a); and (d) Each share respect of common stock, par value $1.00 per share, of Buyer such Shares which are issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issuedTime, fully paid and nonassessable share any cash in lieu of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding fractional shares of capital stock Parent Common Stock or Parent Preferred Stock payable pursuant to Section 2.1(c) and any dividends or other distributions payable pursuant to Section 2.2(b), all to be issued or paid, without interest, in consideration therefor upon the surrender of the Surviving Corporationsuch Shares.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each Except as otherwise provided in Section 2.4 and subject to Sections 2.2(c) and 2.2(d), at the Effective Time each issued and outstanding share of common stock, par value $.01 per share, of the Company (the "Company Common Stock"), shall be converted into the right to receive 1.2272 shares (the "Exchange Ratio") of common stock, par value $.01 per share, of the Purchaser ("Purchaser Stock"). The number of shares of Purchaser Stock received as determined as aforesaid is referred to herein as the "Stock Consideration." In the event of any change in Purchaser Stock or Company Common Stock between the date of this Agreement and the Effective Time by reason of any stock dividend, stock split, subdivision, reclassification, recapitalization, combination, exchange of shares or the like ("Adjustment Event"), the Exchange Ratio shall be appropriately adjusted so that each holder of Company Common Stock issued and outstanding will receive in the Merger the same proportionate amount of Purchaser Stock such holder would have been entitled to receive if the Effective Time had been immediately prior to the Effective Time such Adjustment Event. (other than shares canceled pursuant to Section 1.7(bb) and Dissenting Shares, if any) shall be canceled and shall by virtue As a result of the Merger and without any action on the part of the holder thereof thereof, at the Effective Time, all shares of Company Common Stock shall cease to be converted automatically into the right outstanding and shall be canceled and retired and shall cease to receive an amount in cash equal to $6.25 payableexist, without interest, to the and each holder of shares of Company Common Stock shall thereafter cease to have any rights with respect to such share shares of Company Common Stock, except the right to receive, without interest, the Stock Consideration and cash for fractional shares of Purchaser Stock in accordance with Section 2.4 upon the surrender of a certificate representing such shares of Company Common Stock (a "Company Certificate"). (c) Notwithstanding anything contained in this Section 2.2 to the certificate that formerly evidenced such contrary, each share of Company Common Stock in held of record by the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each Purchaser and each share of Company Common Stock issued and held in the Company's treasury immediately prior to the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be canceled and retired without payment of any consideration therefor. (d) Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL or the VSCA (but only to the extent required thereby), shares of Company Common Stock which are issued and outstanding immediately prior to the Effective Time that is owned and which are held by Parent or Buyer and each share holders of such shares of Company Common Stock who have properly exercised dissenter rights with respect thereto in accordance with Article 15 of the VSCA (the "Dissenting Company Common Shares") will not be exchangeable for the right to receive the Stock Consideration, and Preferred holders of such shares of Company Common Stock (collectivelywill be entitled to receive payment of the appraised value of such shares of Company Common Stock in accordance with the provisions of such Article 15 unless and until such holders fail to perfect or effectively withdraw or shall have lost their rights to appraisal and payment under the VSCA. If, “after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Company Stock”) that is owned Common Stock will thereupon be treated as if they had been converted into and have become exchangeable for, at the Effective Time, the right to receive the Stock Consideration, without any interest thereon. The Company will give the Purchaser prompt notice of any demands received by the Company as treasury stock for appraisals of shares of Company Common Stock. The Company shall be canceled and retired and cease not, except with the prior written consent of the Purchaser, voluntarily make any payment with respect to exist and no payment any demands for appraisal or distribution offer to settle or settle any such demands. Payment for the Dissenting Company Common Shares shall be made with respect thereto;as required by the VSCA. (ce) At the Effective Time, each outstanding option or right to purchase from the Company shares of Company Common Stock (a "Company Option") under any of the Stock Plans (as defined in Section 3.2) or otherwise shall, to the extent agreed to by the holder of such Company Option in an Option Assumption Agreement (as hereinafter defined) (which agreement the Company will use its best efforts to obtain), be assumed by the Purchaser in such manner that each such Company Option (whether or not such option is then exercisable) shall be converted into an option to purchase shares of Purchaser Stock, as provided below. Following the Effective Time, each such Company Option shall be subject to the same terms and conditions as are applicable to such Company Option at the Effective Time, except that (i) all shares references in the Company Options to Company and Company Common Stock shall be deemed to be references to Purchaser and Purchaser Stock, respectively, (ii) all actions to be taken thereunder by the Board of Directors of the Company or a committee thereof shall be taken by the Board of Directors of the Purchaser or a committee thereof, (iii) each such Company Option shall be immediately and fully exercisable for that number of whole shares (with fractions rounded up to the next whole number) of Purchaser Stock equal to the product of (x) the number of shares of Company Common Stock converted pursuant covered by such Company Option immediately prior to the Effective Time and (y) the Exchange Ratio as defined in Section 1.7(a2.2(a) and (iv) the exercise price of such Company Option shall no longer be outstanding and equal to the exercise price of such option immediately prior to the Effective Time divided by the Exchange Ratio. It is the intention of the parties that, to the extent 4 that any such Company Option constituted an "incentive stock option" (within the meaning of Section 422 of the Code) immediately prior to the Effective Time, such Company Option shall automatically be canceled and retired and cease continue to existqualify as an incentive stock option to the maximum extent permitted by Section 422 of the Code, and each holder that the assumption of a certificate (“Certificate”the Company Options provided by this Section 2.2(e) representing any such satisfy the conditions of Section 424(a) of the Code. Except as set forth in the Company Disclosure Letter, from and after the date of this Agreement, no additional options to purchase shares of Company Common Stock shall cease to have any rights with respect thereto, except be granted under the right to receive Stock Plans or otherwise. Approval by the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, stockholders of the Surviving Corporation Company and the Purchaser of this Agreement shall constitute the only outstanding shares authorization and approval of capital stock any and all of the Surviving Corporationactions described in this Section 2.2(e).

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyerthe Parent, the Merger Sub, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any2.4(b)) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal the Per Share Merger Consideration (as may be adjusted downward pursuant to $6.25 payableSection 7.2(g) and Schedule 7.2(g)), without interest, to upon the holder surrender of the Certificate representing such share in the manner set forth in Section 2.5. All such shares of Company Common Stock, upon surrender when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate representing such shares shall cease to have any rights with respect thereto, except the certificate right to receive that formerly evidenced amount of cash and number of shares of Parent Common Stock into which such share shares of Company Common Stock have been converted, cash in the manner lieu of fractional shares as provided in Section 1.10 (the “Merger Consideration”);2.6(c) and any dividends or other distributions payable pursuant to Section 2.6. (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by the Parent or Buyer the Merger Sub and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto;. (c) At the Effective Time, all shares Each limited liability company interest of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 .01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (d) If after the date hereof and prior to the Effective Time, the Parent shall have declared a stock split (including a reverse split) of Parent Common Stock or a dividend payable in Parent Common Stock or effected any recapitalization or reclassification of its common stock or any other similar transaction, then the Exchange Ratio shall be appropriately adjusted to reflect such stock split, dividend, recapitalization, reclassification or similar transaction.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerMerger Sub, the Company or the holders of any of the following securitiessecurities described in this Section 1.4: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b1.4(b) and Dissenting Shares, if any) shall be canceled and shall and, by virtue of the Merger and without any action on the part of the holder thereof thereof, shall be converted automatically into the right to receive an amount in cash equal to $6.25 10.35 payable, less any required withholding taxes as described in Section 1.8(e) and without interest, to the holder of such share of Company Common Stock, upon surrender of the any certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 1.8 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer Merger Sub and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a1.4(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a1.4(a); and (d) Each share of common stock, par value $1.00 0.01 per share, of Buyer Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Company Common Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares canceled of Company Common Stock to be cancelled pursuant to Section 1.7(b3.1(c) and (ii) Dissenting Shares) shall, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof thereof, be converted automatically into the right to receive an amount $23.40 in cash equal to $6.25 payablecash, without interest, payable to the holder of such share of Company Common Stockthereof, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 without any interest thereon (the “Merger Consideration”);. (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value one cent ($1.00 0.01) per share, of Buyer Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become continue as one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (c) All shares of Company Common Stock that are owned by the Company as treasury stock and any shares of Company Common Stock owned by Parent or Merger Sub immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (d) At the Effective Time, each share of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 3.1(a) shall be automatically cancelled and shall cease to exist, and the holders immediately prior to the Effective Time of shares of outstanding Company Common Stock not represented by certificates (“Book Entry Shares”) and the holders of certificates that, immediately prior to the Effective Time, represented shares of outstanding Company Common Stock (the “Certificates”) in each case shall cease to have any rights with respect to such shares of Company Common Stock other than the right to receive, upon transfer of such Book Entry Shares or delivery of such Certificates in accordance with Section 3.2, the Merger Consideration, without any interest thereon, for each such share of Company Common Stock held by them.

Conversion of Company Common Stock. At the Effective TimeSubject to Sections 2.01(d), by virtue of the Merger 2.01(b) and without any action on the part of Buyer2.02(e), the Company or the holders of any of the following securities: (a) Each each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 0.51 Parent ADSs (the “Merger Consideration”"Exchange Ratio"); (b) Each share . As of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all such shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder (including, for avoidance of doubt, the Company Trust) of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such certificate in accordance with Section 1.7(a); and (d) Each share 2.02, without interest. The Parent ADSs to be issued upon the conversion of common stock, par value $1.00 per share, shares of Buyer issued and outstanding immediately prior Company Common Stock pursuant to the Effective Time terms of this Agreement and cash to be delivered in lieu of fractional Parent ADSs that would otherwise be issued upon the conversion of shares of Company Common Stock as contemplated by Section 2.02(e) are referred to collectively as "Merger Consideration". In no event shall Parent be converted obligated to issue (but may issue, if Parent so elects) an aggregate number of Parent Ordinary Shares or Parent ADSs in connection with the Transactions in excess of 27,000,000 (the "Maximum Number") in either case. Notwithstanding anything to the contrary in this Agreement (including Section 5.01(a)), the Company shall not issue any shares of Company Common Stock, options, equity securities or securities convertible or exchangeable into and become one validly issuedor exercisable for equity securities, fully paid and nonassessable share to the extent that any such issuance would result (by way of common stock, par value $1.00 per share, conversion of such securities by the Merger into the right to receive Parent ADSs) in Parent being obligated to issue an aggregate number of Parent Ordinary Shares or Parent ADSs in connection with the Transactions in excess of the Surviving Corporation Maximum Number in either case, unless and shall constitute to the only outstanding shares of capital stock of the Surviving Corporationextent Parent elects to do so.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company Parties or the holders of any of the following securities: (a) Each share of the Company’s common stock, par value $0.001 per share (“Company Common Stock Stock”), issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled and retired pursuant to Section 1.7(b) 1.10 and any Dissenting Shares, if anyShares (as defined in Section 1.15)) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to that number (expressed as a decimal) of fully paid and non-assessable shares of common stock of Parent, par value $6.25 payable, without interest, to the holder of such 0.001 per share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger ConsiderationParent Common Stock”);, equal to the Exchange Ratio. For purposes of this Agreement, the “Exchange Ratio” shall initially be 7.063643, subject to adjustment as set forth in Section 1.14. (b) Each share of Company Common Stock issued From and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At after the Effective Time, all shares of the Company Common Stock converted pursuant (other than any shares of Company Common Stock to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired pursuant to Section 1.10 and any Dissenting Shares) shall be deemed canceled and shall cease to exist, and each holder of a certificate (“Certificate”) representing which previously represented any such shares share of Company Common Stock (each, a “Company Certificate” and, collectively, the “Company Certificates”) shall cease to have any rights with respect thereto, thereto except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share as set forth herein or under applicable law. The holders of common stock, par value $1.00 per share, of Buyer issued and outstanding Company Common Stock immediately prior to the Effective Time shall be entitled to receive the shares of Parent Common Stock into which the shares of Company Common Stock held by each of them were converted into and become one validly issuedpursuant to Section 1.7(a), fully paid and nonassessable share of common stock, par value $1.00 per share, rounded to the nearest whole number upon delivery of the Surviving Corporation and shall constitute the only outstanding certificates representing such shares of capital stock Company Common Stock to Parent. Notwithstanding anything to the contrary set forth herein (and except as otherwise set forth in Section 1.14 or Section 1.7(c) below), the total number of shares of Parent Common Stock issued under this Section 1.7(b) to the holders of the Surviving CorporationCompany Common Stock (the “Company Stockholders” and each, a “Company Stockholder”) shall equal 26,098,303 shares (the “Closing Shares”). For purposes of this Agreement, the term “Merger Consideration” means the Closing Shares to which each Company Stockholder is entitled to receive under this Section 1.7(b), subject to Section 1.7(c) below. Notwithstanding anything to the contrary set forth in this Agreement or in the event of a change of the Exchange Ratio or otherwise, in no event will Parent be required to issue more than the Closing Shares or assume any options or warrants other than as set forth in Sections 1.12 or 5.4.