Common use of Conversion of Parent Capital Stock Clause in Contracts

Conversion of Parent Capital Stock. Subject to Section 2.01(d), each issued share of Parent Capital Stock (other than shares to be canceled in accordance with Section 2.01(b) and other than shares subject to Section 2.01(f)) shall be converted into fully paid and nonassessable shares of the capital stock of Holdco ("Holdco Capital Stock") in accordance with the following table (it being acknowledged that as of November 30, 1995 (the date of execution of this Agreement), (x) no shares of Parent Series E Preferred Stock, Parent Series F Preferred Stock, Parent Series J Preferred Stock, Parent Series K Preferred Stock or Parent Series L Preferred Stock are outstanding and (y) it is anticipated that no shares of Parent Series C Preferred Stock, Parent Series J Preferred Stock or Series K Parent Preferred Stock will be outstanding immediately prior to the Effective Time of the Mergers): Each Share of the Number and Class or Series Specified Class or Series of Shares of Holdco Capital of Parent Capital Stock Stock Into Which Converted ------------------------- --------------------------- Parent Common Stock One Share of Holdco Common Stock Parent Series B Preferred Stock One Share of Series B 6.40% Preferred Stock, par value $0.10 per share, of Holdco ("Holdco Series B Preferred Stock") Parent Series C Preferred Stock 2.08264 shares of Holdco Common Stock Parent Series D Preferred Stock One share of Series D Convertible Preferred Stock, par value $0.10 per share, of Holdco ("Holdco Series D Preferred Stock") Parent Series E Preferred Stock One share of Series E Convertible Preferred Stock, par value $0.10 per share, of Holdco ("Holdco Series E Preferred Stock") Parent Series F Preferred Stock One share of Series F Convertible Preferred Stock, par value $0.10 per share, of Holdco ("Holdco Series F Preferred Stock") Parent Series G Preferred Stock One share of Series G Convertible Preferred Stock, par value $0.10 per share, of Holdco ("Holdco Series G Preferred Stock") Parent Series H Preferred Stock One share of Series H Convertible Preferred Stock, par value $0.10 per share, of Holdco ("Holdco Series H Preferred Stock") Parent Series I Preferred Stock One share of Series I Convertible Preferred Stock, par value $0.10 per share, of Holdco ("Holdco Series I Preferred Stock") Parent Series J Preferred Stock 1,000 shares of Series LMCN-V Common Stock, par value $0.01 per share, of Holdco ("Holdco LMCN-V Stock") Parent Series K Preferred Stock 1,000 shares of Series LMC Common Stock, par value $0.01 per share, of Holdco ("Holdco LMC Class Stock") Parent Series L Preferred Stock One share of Series L Preferred Stock, par value $0.10 per share, of Holdco ("Holdco Series L Preferred Stock") As of the Effective Time of the Mergers, all such shares of Parent Capital Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist. As of the Effective Time of the Mergers, each certificate theretofore representing shares of Parent Capital Stock (other than each certificate theretofore representing Parent Series C Preferred Stock, Parent Series J Preferred Stock or Parent Series K Preferred Stock (the "Changed Parent Stock")), without any action on the part of Holdco, Parent or the holder thereof, shall be deemed to represent an equivalent number of shares of the class or series of Holdco Capital Stock set forth above next to the class or series of Parent Capital Stock formerly represented by such certificate and shall cease to represent any rights in any shares of Parent Capital Stock. As of the Effective Time of the Mergers, each holder of a certificate representing any shares of Changed Parent Stock shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of any such certificates, certificates representing the number of shares of the class or series of Holdco Capital Stock, and in the case of any Parent Series C Preferred Stock any cash in lieu of fractional shares of Holdco Common Stock, set forth above next to the series of Changed Parent Stock formerly represented by such certificate to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.03, without interest.

Conversion of Parent Capital Stock. Subject to Section 2.01(d), each issued share of Parent Capital Stock (other than shares to be canceled in accordance with Section 2.01(b) and other than shares subject to Section 2.01(f)) shall be converted into fully paid and nonassessable shares of the capital stock of Holdco ("Holdco Capital Stock") in accordance with the following table (it being acknowledged that as of November 30, 1995 (the date of execution of this Agreement), (x) no shares of Parent Series E Preferred Stock, Parent Series F Preferred Stock, Parent Series J Preferred Stock, Parent Series K Preferred Stock or Parent Series L Preferred Stock are outstanding and (y) it is anticipated that no shares of Parent Series C Preferred Stock, Parent Series J Preferred Stock or Series K Parent Preferred Stock will be outstanding immediately prior to the Effective Time of the Mergers): Each Share of the Number and Class or Series Specified Class or Series of Shares of Holdco Capital of Parent Capital Stock Stock Into Which Converted ------------------------- --------------------------- Parent Common Stock One Share of Holdco Common Stock Parent Series B Preferred Stock One Share of Series B 6.40% Stock Preferred Stock, par value $0.10 per share, of Holdco ("Holdco Series B Preferred Stock") Parent Series C Preferred Stock 2.08264 shares of Holdco Stock Common Stock Parent Series D Preferred Stock One share of Series D Stock Convertible Preferred Stock, par value $0.10 per share, of Holdco ("Holdco Series D Preferred Stock") Parent Series E Preferred Stock One share of Series E Stock Convertible Preferred Stock, par value $0.10 per share, of Holdco ("Holdco Series E Preferred Stock") Parent Series F Preferred Stock One share of Series F Stock Convertible Preferred Stock, par value $0.10 per share, of Holdco ("Holdco Series F Preferred Stock") Parent Series G Preferred Stock One share of Series G Stock Convertible Preferred Stock, par value $0.10 per share, of Holdco ("Holdco Series G Preferred Stock") Parent Series H Preferred Stock One share of Series H Stock Convertible Preferred Stock, par value $0.10 per share, of Holdco ("Holdco Series H Preferred Stock") Parent Series I Preferred Stock One share of Series I Stock Convertible Preferred Stock, par value $0.10 per share, of Holdco ("Holdco Series I Preferred Stock") Parent Series J Preferred Stock 1,000 shares of Series LMCN-V Stock Common Stock, par value $0.01 per share, of Holdco ("Holdco LMCN-V Stock") Parent Series K Preferred Stock 1,000 shares of Series LMC Stock Common Stock, par value $0.01 per share, of Holdco ("Holdco LMC Class Stock") Parent Series L Preferred Stock One share of Series L Stock Preferred Stock, par value $0.10 per share, of Holdco ("Holdco Series L Preferred Stock") As of the Effective Time of the Mergers, all such shares of Parent Capital Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist. As of the Effective Time of the Mergers, each certificate theretofore representing shares of Parent Capital Stock (other than each certificate theretofore representing Parent Series C Preferred Stock, Parent Series J Preferred Stock or Parent Series K Preferred Stock (the "Changed Parent Stock")), without any action on the part of Holdco, Parent or the holder thereof, shall be deemed to represent an equivalent number of shares of the class or series of Holdco Capital Stock set forth above next to the class or series of Parent Capital Stock formerly represented by such certificate and shall cease to represent any rights in any shares of Parent Capital Stock. As of the Effective Time of the Mergers, each holder of a certificate representing any shares of Changed Parent Stock shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of any such certificates, certificates representing the number of shares of the class or series of Holdco Capital Stock, and in the case of any Parent Series C Preferred Stock any cash in lieu of fractional shares of Holdco Common Stock, set forth above next to the series of Changed Parent Stock formerly represented by such certificate to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.03, without interest.