Common use of Conversion of Securities Clause in Contracts

Conversion of Securities. As of the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of any stockholder of the Company: (a) All shares of Common Stock that are held in the treasury of the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent, Sub or any other Subsidiary of Parent shall be cancelled and retired and no consideration shall be delivered in exchange therefor. (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.6(a) and other than Dissenting Company Common Shares (as defined in Section 2.8)) shall be converted into the right to receive from the Surviving Corporation in cash, without interest, the per share consideration paid in the Offer (the "Merger Consideration"). All such shares of Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and each holder of a certificate or certificates (the "Certificates") representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. (c) Each issued and outstanding share of the capital stock of Sub shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of the holders of any stockholder securities of Merger Sub or the Company: (a) All shares Each Share that is owned by Merger Sub or the direct parent of Common Stock Merger Sub, or that are held in the treasury of is owned by the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parenttreasury stock, Sub or any other Subsidiary of Parent shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time Share (other than shares Shares to be cancelled in accordance with Section 2.6(a1.6(a) hereof and other than Dissenting Company Common Shares (as defined in Section 2.81.9 below)) shall automatically be converted into the right to receive from the Surviving Corporation Offer Price in cashcash (the "MERGER CONSIDERATION"), payable, without interest, to the per share consideration paid holder of such Share upon surrender, in the Offer (manner provided in Section 1.7 hereof, of the "Merger Consideration")certificate that formerly evidenced such Share. All such shares of Common StockShares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates (the "Certificates") representing any such shares Shares shall cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration therefor upon the surrender of such certificate in accordance with Section 1.7 hereof. (c) Each issued and outstanding share of the capital common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, stock of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any stockholder of the Companyfollowing securities: (a) All shares of Common Stock that are held in the treasury of the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent, Sub or any other Subsidiary of Parent shall be cancelled and retired and no consideration shall be delivered in exchange therefor. (b) Each share of the Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be cancelled in accordance with canceled pursuant to Section 2.6(a2.01(b) and other than any Dissenting Company Common Shares (as defined to the extent provided in Section 2.8)2.06) shall be converted into the right to receive from the Surviving Corporation $10.00 in cash, without interest, the per share consideration paid in the Offer interest (the "Merger ConsiderationMERGER CONSIDERATION"). All such shares At the Effective Time, each share of Common Stock, when so converted, Stock shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate or certificates (the "Certificates") representing previously evidencing any such share (other than shares to be canceled pursuant to Section 2.01(b) and any Dissenting Shares) shall thereafter represent only the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.02, an amount in cash per share equal to the Merger Consideration. The holders of such certificates previously evidencing such shares of Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Common Stock except as otherwise provided herein or by law. (b) Each share of capital stock of the Company (i) held in the treasury of the Company or by any wholly owned subsidiary of the Company or (ii) owned by Merger Sub or any of its subsidiaries shall automatically be canceled, retired and cease to exist without any conversion thereof and no payment shall be made with respect thereto, except the right to receive the Merger Consideration. (c) Each issued and outstanding share of the capital common stock and each share of preferred stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stockstock and one share of preferred stock (with the same rights, par value $.01 per sharelimitations and preferences), respectively, of the Surviving Corporation and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any stockholder of the Companyfollowing securities: (a) All shares of Common Stock that are held in the treasury of the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent, Sub or any other Subsidiary of Parent shall be cancelled and retired and no consideration shall be delivered in exchange therefor. (b) Each share of Common Stock each Share issued and outstanding immediately prior to the Effective Time (other than shares any Shares to be cancelled in accordance with canceled pursuant to Section 2.6(a2.6(b) and other than any Dissenting Company Common Shares (as defined in Section 2.8hereinafter defined)) shall be canceled and shall be converted automatically into the right to receive from an amount equal to the Surviving Corporation in cash, without interest, the per share consideration paid in the Offer Per Share Amount (the "Merger Consideration"). All ) payable, without interest, to the holder of such shares Share, upon surrender, in the manner provided in Section 2.9, of Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired the certificate that formerly evidenced such Share; (b) each Share held in the treasury of the Company and each holder Share owned by Merger Sub, Parent or any direct or indirect wholly owned Subsidiary of a certificate Parent or certificates (of the "Certificates") representing any such shares Company immediately prior to the Effective Time shall be canceled and shall cease to have exist without any rights conversion thereof and no payment or distribution shall be made with respect thereto, except the right to receive the Merger Consideration.; and (c) Each each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding share of immediately prior to the capital stock of Sub Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $.01 0.01 per share, of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of the holders of any stockholder securities of Merger Sub or the Company: (a) All shares of Common Stock Each Share that are held in the treasury of is owned by Purchaser or Merger Sub, or that is owned by the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parenttreasury stock, Sub or any other Subsidiary of Parent shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time Share (other than shares Shares to be cancelled in accordance with Section 2.6(a1.6(a) hereof and other than Dissenting Company Common Shares (as defined in Section 2.81.9 below)) shall automatically be converted into the right to receive from the Surviving Corporation in cash, without interest, the per share consideration paid in the Offer Price in cash (the "Merger Consideration"), payable, without interest, to the holder of such Share upon surrender, in the manner provided in Section 1.7 hereof, of the certificate that formerly evidenced such Share. All such shares of Common StockShares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates (the "Certificates") representing any such shares Shares shall cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration therefor upon the surrender of such certificate in accordance with Section 1.7 hereof. (c) Each issued and outstanding share of the capital common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, stock of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of the holders of any stockholder securities of Merger Sub or the Company: (a) All shares of Common Stock Each Share that are held in the treasury of is owned by Purchaser, the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent, Sub or any other Subsidiary of Parent their respective subsidiaries shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time Share (other than shares Shares to be cancelled in accordance with Section 2.6(a1.6(a) hereof and other than Dissenting Company Common Shares (as defined in Section 2.8)Shares) shall automatically be converted into the right to receive from the Surviving Corporation Offer Price in cashcash (the “Merger Consideration”), payable, without interest, to the per share consideration paid holder of such Share upon surrender, in the Offer (manner provided in Section 1.7 hereof, of the "Merger Consideration")certificate that formerly evidenced such Share. All such shares of Common StockShares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates (the "Certificates") representing any such shares Shares shall cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration therefor upon the surrender of such certificate in accordance with Section 1.7 hereof. (c) Each issued and outstanding share of the capital common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, stock of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of the holders of any stockholder securities of the Purchaser or the Company: (a) All shares of Common Stock Each Share that are held in the treasury of the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock is owned by Parent, Sub the Purchaser, any of their respective Subsidiaries, or any other Subsidiary of Parent the Company shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.; (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (Share, other than shares Shares to be cancelled in accordance with Section 2.6(a2.7(a) and other than Dissenting Company Common Shares (as defined in Section 2.82.9 hereof)) , shall automatically be converted into the right to receive from the Surviving Corporation in cash, without interest, the per share consideration paid in the Offer Price in cash (the "Merger Consideration"), payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.8, of the certificate that formerly evidenced such Share. All such shares of Common StockShares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates (the "Certificates") representing any such shares Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration.Consideration therefor upon the surrender of such certificate in accordance with Section 2.8; and (c) Each issued and outstanding share of the capital stock of Sub shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, of the Purchaser shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Conversion of Securities. As of At the Merger Effective Time, by ------------------------ virtue of the Merger and without any action on the part of the Purchaser, the Company or the holders of any stockholder of the Companyfollowing securities: (a) All the shares of Common Stock that are held in the treasury of the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent, Sub or any other Subsidiary of Parent shall be cancelled and retired and no consideration shall be delivered in exchange therefor. (b) Each share of Common Stock issued and outstanding immediately prior to the Merger Effective Time (each a “Share” and collectively, the “Shares”) (other than shares any Shares to be cancelled in accordance with canceled pursuant to Section 2.6(a) and other than Dissenting Company Common Shares (as defined in Section 2.82.06(b)) shall be canceled and shall be converted automatically, in the aggregate, into the right to receive from the Surviving Corporation in cash, without interest, the per share consideration paid in the Offer (the "Merger Consideration"). All As of the Merger Effective Time, all such shares of Common Stock, when so converted, Shares shall no longer be outstanding and shall automatically be cancelled canceled and retired and each shall cease to exist, and the holder of a the certificate or certificates (representing the "Certificates") representing any such shares Shares shall cease to have any rights with respect thereto, except for the right to receive the Merger Consideration.Consideration payable upon surrender of the certificate or certificates that formerly evidenced the Shares; (b) each share held in the treasury of the Company immediately prior to the Merger Effective Time shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Each each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding share of immediately prior to the capital stock of Sub Merger Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $.01 1.00 per share, of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of the holders of any stockholder securities of Merger Sub or the Company: (a) All shares Each Share that is owned by Merger Sub or the direct parent of Common Stock Merger Sub, or that are held in the treasury of is owned by the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parenttreasury stock, Sub or any other Subsidiary of Parent shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time Share (other than shares Shares to be cancelled in accordance with Section 2.6(a1.6(a) hereof and other than Dissenting Company Common Shares (as defined in Section 2.81.9 below)) shall automatically be converted solely into the right to receive from the Surviving Corporation Offer Price in cashcash (the “Merger Consideration”), payable, without interest, to the per share consideration paid holder of such Share upon surrender, in the Offer (manner provided in Section 1.7 hereof, of the "Merger Consideration")certificate that formerly evidenced such Share. All such shares of Common StockShares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates (the "Certificates") representing any such shares Shares shall cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration therefor upon the surrender of such certificate in accordance with Section 1.7 hereof. (c) Each issued and outstanding share of the capital common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, stock of the Surviving Corporation.

Conversion of Securities. As of the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of any stockholder of the Company: (a) All shares of Common Stock that are held in the treasury of the Company or by any wholly owned Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent, Sub or any other wholly owned Subsidiary of Parent shall be cancelled and retired canceled and no consideration shall be delivered in exchange therefor. (b) Each share of Common Stock (together with the associated Rights) issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled canceled in accordance with Section 2.6(a2.5(a) and other than Dissenting Company Common Shares (as defined in Section 2.82.7)) shall be converted into the right to receive from the Surviving Corporation in cash, without interest, the per share consideration paid in the Offer (the "Merger Consideration"). All such shares of Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and retired and each holder of a certificate or certificates (the "Certificates") representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. (c) Each issued and outstanding share of the capital stock of Sub shall be converted into and become one fully paid and nonassessable share of common stockCommon Stock, par value $.01 per share, of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of any stockholder of the Company: (a) All shares Except as otherwise provided in Section 2.1(b) and Section 2.2, each share of Dish Common Stock that are held in the treasury of the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent, Sub or any other Subsidiary of Parent shall be cancelled and retired and no consideration shall be delivered in exchange therefor. (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares and (i) each share of Dish Common Stock that the holders of the Unilever Warrant are entitled to be cancelled in accordance with receive upon exercise of the Unilever Warrant and (ii) each phantom share of Dish Common Stock set forth on Section 2.6(a2.1(a) and other than Dissenting Company Common Shares (as defined in Section 2.8)of the Dish Disclosure Letter) shall be converted into the right to receive from the Surviving Corporation in cash, without interest, the per share consideration paid in the Offer (the "Dish Per Share Merger Consideration"). All As of the Effective Time, all such shares of Dish Common Stock, when so converted, Stock shall no longer be outstanding and shall automatically be cancelled canceled and retired and each holder of a certificate or certificates (the "Certificates") representing any such shares shall cease to have any rights with respect theretoexist, except and shall thereafter represent only the right to receive the Dish Per Share Merger Consideration. (b) Each share of Dish Common Stock held by Dish as treasury stock (other than Dish Common Stock in a Dish Benefit Plan) or owned by Soap or Merger Sub immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto. (c) Each issued and outstanding share of the capital common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, stock of the Dish Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Dish Surviving Corporation.

Conversion of Securities. As of the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of any stockholder shareholder of the Company: (a) All shares of Common Stock Shares that are held in the treasury of the Company or by any wholly owned Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock Shares owned by Parent, Sub Parent or Acquiror or any other Subsidiary of Parent their Subsidiaries shall be cancelled and retired canceled and no consideration shall be delivered in exchange therefor. (b) Each share Share owned by a Management Shareholder shall be exchanged as of Common Stock the Effective Time for 5.625 shares of common stock of Parent and $11.25 in principal amount of subordinated notes of Parent. All such Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and each holder of a certificate or certificates representing any such Shares shall cease to have any rights with respect thereto, except the right to receive the consideration specified in the preceding sentence. (c) Each Share issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled canceled in accordance with Section 2.6(a2.5(a) and other than Dissenting Company Common Shares (as defined or converted in accordance with Section 2.82.5(b)) shall be converted as of the Effective Time into the right to receive from the Surviving Corporation in cash, without interest, the per share consideration paid in the Offer Price (the "Merger Consideration"). All such shares of Common StockShares, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and retired and each holder of a certificate or certificates (the "Certificates") representing any such shares Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. (cd) Each issued and outstanding share of the capital stock of Sub Acquiror shall be converted into and become as of the Effective Time one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation.

Conversion of Securities. As of the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of any stockholder of the Company: (a) All shares of Common Stock Shares that are held in the treasury of the Company or by any wholly owned Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock Shares owned by Parent, Sub or any other wholly owned Subsidiary of Parent shall be cancelled and retired and no consideration shall be delivered in exchange therefor. (b) Each share of Common Stock Share issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.6(a2.5(a) and other than Dissenting Company Common Shares (as defined in Section 2.82.7)) shall be converted as of the Effective Time into the right to receive from the Surviving Corporation in cash, without interest, the per share Share consideration paid in the Offer (the "Merger Consideration"). All such shares of Common StockShares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and each holder of a certificate or certificates (the "Certificates") representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. (c) Each issued and outstanding share of the capital stock of Sub shall be converted into and become as of the Effective Time one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any stockholder of the Companyfollowing securities: (a) All shares of Common Stock that are held in the treasury of the Company except as provided by Section 3.06(b) or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent3.09, Sub or any other Subsidiary of Parent shall be cancelled and retired and no consideration shall be delivered in exchange therefor. (b) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled and all rights in accordance with Section 2.6(a) and other than Dissenting Company Common Shares (as defined in Section 2.8)) respect thereof shall be converted automatically into the right to receive from the Surviving Corporation in cashPer Share Amount (as such amount may be adjusted pursuant to Section 3.11), without interest, the per share consideration paid in the Offer interest (the "Merger Consideration"). All ; all such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate or certificates (the "Certificates") representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Amount, without interest, following the surrender of such certificate in accordance with Section 3.08; (b) each share of Company Common Stock held in the treasury of the Company and each share of Company Common Stock owned by Merger Consideration.Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled without any conversion thereof, and no payment or distribution shall be made with respect thereto; and (c) Each issued and outstanding share of the capital stock of Sub shall be converted into and become one fully paid and nonassessable each share of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of the holders of any stockholder securities of the Purchaser or the Company: (a) All shares Each Share that is owned by DCNA, the Purchaser, any of Common Stock that are held in their respective Subsidiaries, the treasury Company or any Subsidiary of the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent, Sub or any other Subsidiary of Parent shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (Share, other than shares Shares to be cancelled in accordance with Section 2.6(a2.7(a) and other than Dissenting Company Common Shares (as defined in Section 2.8)) Shares, shall automatically be converted into the right to receive from the Surviving Corporation in cash, without interest, the per share consideration paid in the Offer Price in cash (the "Merger Consideration"), payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.8, of the certificate that formerly evidenced such Share. All such shares of Common StockShares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates (the "Certificates") representing any such shares Shares shall cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration therefor upon the surrender of such certificate in accordance with Section 2.8. (c) Each issued and outstanding share of common stock, par value $0.01 per share, of the capital stock of Sub Purchaser shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $.01 0.01 per share, of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of the holders of any stockholder securities of Merger Sub or the Company: (a) All shares of Common Stock Each Share that are held in the treasury of is owned by Purchaser or Merger Sub, or that is owned by the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parenttreasury stock, Sub or any other Subsidiary of Parent shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time Share (other than shares Shares to be cancelled in accordance with Section 2.6(a1.6(a) hereof and other than Dissenting Company Common Shares (as defined in Section 2.81.9 below)) shall automatically be converted into the right to receive from the Surviving Corporation Offer Price in cashcash (the “Merger Consideration”), payable, without interest, to the per share consideration paid holder of such Share upon surrender, in the Offer (manner provided in Section 1.7 hereof, of the "Merger Consideration")certificate that formerly evidenced such Share. All such shares of Common StockShares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates (the "Certificates") representing any such shares Shares shall cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration therefor upon the surrender of such certificate in accordance with Section 1.7 hereof. (c) Each issued and outstanding share of the capital common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, stock of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of ------------------------ the Merger and without any action on the part of Lucent, Acquisition, the Company or the holders of any stockholder of the Companyfollowing securities: (a) All shares each issued and outstanding share of common stock of Acquisition shall be converted into one validly issued, fully paid and nonassessable share of common stock, no par value per share, of the Surviving Corporation; (b) each share of Company Common Stock that are owned or held in the treasury of the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares each share of Company Common Stock owned by Parent, Sub Acquisition or any other Subsidiary of Parent Lucent shall be cancelled canceled and retired without any conversion thereof and no consideration payment or distribution shall be delivered in exchange therefor.made with respect thereto; and (bc) Each subject to the provisions of Sections 1.6 and 1.7, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled canceled in accordance with Section 2.6(a) and other than Dissenting Company Common Shares (as defined in Section 2.81.5(b)) shall be converted into the right to receive from the Surviving Corporation 3.1350 (such number as adjusted in cash, without interestaccordance with Section 1.6, the per "Exchange Ratio") of a validly issued, fully -------------- paid and nonassessable share consideration paid in the Offer (the "Merger Consideration"). All such shares of Lucent Common Stock. As of the Effective Time, when so converted, each share of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and retired retired, and each holder of record of a certificate or certificates (the "Certificates") representing any such shares shall cease to have any rights with respect thereto, except other than the right to receive (i) shares of Lucent Common Stock to be issued in consideration therefor upon the Merger Consideration. surrender of such certificate and (cii) Each issued and outstanding any cash, without interest, to be paid in lieu of any fractional share of the capital stock of Sub shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation.Lucent Common Stock in accordance with Section 1.7;

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any stockholder of the Companyfollowing securities: (a) All shares Each share of Common Stock that are held in the treasury common stock, par value $0.001 per share, of the Company or by any Subsidiary (as hereinafter definedthe “Common Stock”) (all issued and outstanding shares of the Company and any shares of Common Stock owned by Parent, Sub or any other Subsidiary of Parent shall be cancelled and retired and no consideration shall be delivered in exchange therefor. (bbeing hereinafter collectively referred to as the “Shares” ) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares any Shares to be cancelled in accordance with canceled pursuant to Section 2.6(a) and other than 2.1(b), any Dissenting Company Common Shares (as defined in Section 2.82.3(a)) and any Shares beneficially owned by any direct or indirect wholly-owned subsidiary of Parent or the Company (which Shares shall remain outstanding, except that the number of such Shares owned by such subsidiaries may be adjusted following the Merger to maintain relative ownership percentages) shall be converted into the right to receive from $20.00 in cash (the Surviving Corporation in cash“Merger Consideration”), payable to the holder thereof, without interest, the per share consideration paid upon surrender of such Shares in the Offer manner provided in Section 2.4, less any required withholding taxes; (b) Each Share held in the "Merger Consideration"). All such shares treasury of Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired the Company and each holder of a certificate Share owned by Parent immediately prior to the Effective Time shall be canceled without any conversion thereof and no payment or certificates (the "Certificates") representing any such shares distribution shall cease to have any rights be made with respect thereto, except the right to receive the Merger Consideration.; and (c) Each share of common stock of Merger Sub issued and outstanding share of immediately prior to the capital stock of Sub Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, stock of the Surviving Corporation.

Conversion of Securities. As of the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of any stockholder of the CompanyCompany or Sub: (a) All shares of Common Stock that are held in the treasury of the Company or by any wholly owned Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent, Sub or any other wholly owned Subsidiary of Parent shall be cancelled and retired and no consideration shall be delivered in exchange therefor. (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.6(a2.5(a) and other than Dissenting Company Common ------------- Shares (as defined in Section 2.82.7)) shall be converted into and become the ----------- right to receive from the Surviving Corporation in cash, without interest, the per share consideration paid in the Offer (the "Merger Consideration") in accordance with Section 2.6(c). -------------------- -------------- All such shares of Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and each holder of a certificate or certificates (the "Certificates") representing ------------ any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. (c) Each issued and outstanding share of the capital stock of Sub shall be converted into and become one fully paid and nonassessable share of common stockCommon Stock, par value $.01 per share, of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of the holders of any stockholder securities of Merger Sub or the Company: (a) All Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) Any shares of Company Common Stock that are held in the treasury of owned by the Company or by any Subsidiary (as hereinafter defined) of the Company treasury stock and any shares of Common Stock Shares owned by Parent, Merger Sub or any other Subsidiary of Parent shall be cancelled automatically canceled and retired shall cease to exist and no consideration shall be delivered in exchange therefor. (bc) Each share of Common Stock issued and outstanding immediately prior to the Effective Time Share (other than shares (i) Shares to be cancelled canceled in accordance with Section 2.6(a1.7(b) and other than (ii) any Dissenting Company Common Shares (as defined in Section 2.8)Shares) shall be converted into the right to receive from the Surviving Corporation $14.25 in cash, without interest, the per share consideration paid in the Offer interest (the "Merger Consideration"). All such shares of Common StockShares, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and retired shall cease to exist, and each holder of a certificate or certificates (which immediately prior to the "Certificates") representing Effective Time represented any such shares Shares shall cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (c) Each issued and outstanding share of the capital stock of Sub shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of GigCapital2, Merger Sub, the Company or the holders of any stockholder of the Companyfollowing securities: (a) All each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, shall be canceled and converted into the right to receive a number of shares of GigCapital2 Common Stock that are equal to the Exchange Ratio (the “Per Share Merger Consideration”); (b) each share of Company Common Stock held in the treasury of the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent, Sub or any other Subsidiary of Parent shall be cancelled and retired canceled without any conversion thereof and no consideration payment or distribution shall be delivered in exchange therefor.made with respect thereto; and (bc) Each each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.6(a) and other than Dissenting Company Common Shares (as defined in Section 2.8)) shall be converted into the right to receive from the Surviving Corporation in cash, without interest, the per share consideration paid in the Offer (the "Merger Consideration"). All such shares of Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and each holder of a certificate or certificates (the "Certificates") representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. (c) Each issued and outstanding share of the capital stock of Sub shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $.01 0.0001 per share, of the Surviving Corporation. (d) Notwithstanding anything to the contrary set forth in this Agreement, (i) the portion of the Aggregate Merger Consideration issuable to any Person pursuant to Section 3.01(a) shall be calculated on an aggregate basis with respect to all shares of Company Common Stock held of record by such Person immediately prior to the Effective Time, and (ii) after such aggregation, any fractional share of GigCapital2 Common Stock that would otherwise be issuable to such Person following such aggregation shall be rounded up to a whole share of GigCapital2 Common Stock.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of Acquisition, the COMPANY or the holders of any stockholder of the Companyfollowing securities: (a) All shares of Common Stock that are held in the treasury of the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent, Sub or any other Subsidiary of Parent shall be cancelled and retired and no consideration shall be delivered in exchange therefor. (b) Each share of the Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be cancelled in accordance with canceled pursuant to Section 2.6(a3.01(b) and other than any Dissenting Company Common Shares (as defined in Section 2.8below)) shall be converted into the right to receive from an amount in cash equal to the Surviving Corporation in cashTender Offer Price, without interest, the per share consideration paid in the Offer interest (the "Merger Consideration"). All such shares At the Effective Time, each share of Common Stock, when so converted, Stock shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate or certificates (the "Certificates") representing previously evidencing any such share (other than shares to be canceled pursuant to Section 3.01(b) and any Dissenting Shares) shall thereafter represent only the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 3.02, an amount in cash per share equal to the Merger Consideration. The holders of such certificates previously evidencing such shares of Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Common Stock except as otherwise provided herein or by law. (b) Each share of capital stock of the Company (i) held in the treasury of the Company or by any wholly owned subsidiary of the Company or (ii) owned by Acquisition or any of its subsidiaries shall automatically be canceled, retired and cease to exist without any conversion thereof and no payment shall be made with respect thereto, except the right to receive the Merger Consideration. (c) Each issued and outstanding share of the capital common stock of Sub Acquisition outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, stock of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Securities. As of the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of Sub, the Company or the holders of any stockholder securities of the CompanyConstituent Corporations: (a) All Each issued and outstanding share of common stock, par value $.01 per share, of Sub shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation and shall constitute the only outstanding shares of Common Stock capital stock of the Surviving Corporation. (b) All Shares that are held in the treasury of the Company or by any wholly-owned Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock Shares owned by Parent, Sub Parent or by any other wholly-owned Subsidiary of Parent shall be cancelled and retired canceled and no capital stock of Parent or other consideration shall be delivered in exchange therefor. (bc) Each share of Common Stock Share issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled canceled in accordance with Section 2.6(a2.5(b) and other than Dissenting Company Common Shares (as defined in Section 2.82.5(d)) shall be converted into the right to receive from the Surviving Corporation in cash, without interest, the per share consideration paid in the Offer (the "Common Stock Merger Consideration"). All such shares of Common StockShares, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and retired and each holder of a certificate or certificates (the "Certificates") representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Common Stock Merger Consideration. (c) Each issued and outstanding share of the capital stock of Sub shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any stockholder securities of Merger Sub or the Company, other than as contemplated in this Agreement: (a) All shares of Common Stock that are held in the treasury of the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent, Sub or any other Subsidiary of Parent shall be cancelled and retired and no consideration shall be delivered in exchange therefor. (b) Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation, so that immediately following the Effective Time, Parent will be the holder of all the issued and outstanding shares of capital stock of the Surviving Corporation; and (other than shares b) Subject to be cancelled in accordance with Section 2.6(a) the provisions of Sections 1.8 and other than Dissenting 1.9, each share of Company Common Shares Stock (as defined in Section 2.8)each a “Company Share”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive one (1) validly issued, fully paid and non-assessable shares of Parent Common Stock (collectively, the “Parent Shares”), calculated after giving effect to the Forward Stock Split (the “Merger Consideration”). Any fractional Parent Shares resulting from the Surviving Corporation in cash, without interest, aforementioned conversion shall not be issued by Parent and shall be rounded up to the per share consideration paid in the Offer (the "Merger Consideration")nearest whole number of Parent Shares. All such shares of Common StockCompany Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and retired retired, and each holder of a certificate or certificates (the "Certificates") representing any such shares shall cease to have any rights with respect thereto, except the right to receive certificates representing the Merger ConsiderationParent Shares into which such shares are converted. (c) Each issued and outstanding share of the capital stock of Sub shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of the holders of any stockholder securities of the Purchaser or the Company: (a) All shares Each Share that is owned by the Parent, the Purchaser, any of Common Stock that are held in their respective Subsidiaries, the Company (including treasury stock) or any Subsidiary of the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent, Sub or any other Subsidiary of Parent shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (Share, other than shares Shares to be cancelled in accordance with Section 2.6(a2.7(a) and other than Dissenting Company Common Shares (as defined in Section 2.8)) Shares, shall automatically be converted into the right to receive from the Surviving Corporation in cash, without interest, the per share consideration paid in the Offer Price in cash (the "Merger Consideration"), payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.8, of the certificate that formerly evidenced such Share. All such shares of Common StockShares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates (the "Certificates") representing any such shares Shares shall cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration therefor upon the surrender of such certificate in accordance with Section 2.8. (c) Each issued and outstanding share of common stock, par value $.0l per share, of the capital stock of Sub Purchaser shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, stock of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any stockholder securities of Merger Sub or the Company, other than as contemplated in this Agreement: (a) All shares of Common Stock that are held in the treasury of the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent, Sub or any other Subsidiary of Parent shall be cancelled and retired and no consideration shall be delivered in exchange therefor. (b) Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation, so that immediately following the Effective Time, Parent will be the holder of all the issued and outstanding shares of capital stock of the Surviving Corporation; and (other than shares b) Subject to be cancelled in accordance with Section 2.6(a) the provisions of Sections 1.8 and other than Dissenting 1.9, each share of Company Common Shares Stock (as defined in Section 2.8)each a “Company Share”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive 178,000 validly issued, fully paid and non-assessable shares of Parent Common Stock (collectively, the “Parent Shares”), calculated after giving effect to the Reverse Stock Split (the “Merger Consideration”). Any fractional Parent Shares resulting from the Surviving Corporation in cash, without interest, aforementioned conversion shall not be issued by Parent and shall be rounded up to the per share consideration paid in the Offer (the "Merger Consideration")nearest whole number of Parent Shares. All such shares of Common StockCompany Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and retired retired, and each holder of a certificate or certificates (the "Certificates") representing any such shares shall cease to have any rights with respect thereto, except the right to receive certificates representing the Merger ConsiderationParent Shares into which such shares are converted. (c) Each issued and outstanding share of the capital stock of Sub shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of any stockholder of the Company: (a) All shares of Common Stock that are held in the treasury of Sub, the Company or by the holders of any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent, Sub or any other Subsidiary of Parent shall be cancelled and retired and no consideration shall be delivered in exchange therefor.thereof: (a) (bi) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding (i) shares owned, directly or indirectly, by the Company or any wholly-owned Subsidiary of the Company or by Parent, Sub or any other than shares to be cancelled in accordance with Section 2.6(awholly-owned Subsidiary of Parent and (ii) and other than Dissenting Company Common Shares (as defined in Section 2.83.6)) shall be converted into the right to receive from the Surviving Corporation in cashOffer Consideration, payable to the holder thereof, without interest, the per share consideration paid in the Offer any interest thereon (the "Merger Consideration"). , less any required withholding taxes, upon surrender and exchange of a Certificate (as defined in Section 3.3). (ii) All such shares of Company Common Stock, when so convertedconverted as provided in Section 3.2(a)(i), shall no longer shall be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder Certificate previously evidencing Shares shall thereafter represent only the right to receive the Merger Consideration. The holders of a certificate or certificates (Certificates previously evidencing Shares outstanding immediately prior to the "Certificates") representing any such shares Effective Time shall cease to have any rights with respect thereto, to the Company Common Stock except as otherwise provided herein or by law and from and after the Effective Time such Certificates shall represent only the right to receive for their Shares the Merger Consideration. (c) Each issued and outstanding share , without any interest thereon, upon surrender of the capital stock Certificates in accordance with the provisions of Sub shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving CorporationSection 3.3.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of Buyer, Newco, the Company or any stockholder Stockholder, the shares of capital stock of each of the CompanyConstituent Corporations shall be converted as follows: (ai) Each issued and outstanding share of capital stock of Newco shall continue to be issued and outstanding and shall be converted into one share of validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation. Each stock certificate of Newco evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation. (ii) All shares of Common Stock that are held in the treasury capital stock of the Company that are owned directly or indirectly by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent, Sub or any other Subsidiary of Parent shall be cancelled and retired canceled and no consideration shall be delivered in exchange therefor. (biii) Each Subject to Sections 1.2, 1.3, and 1.4, each issued and outstanding share of Common the Stock (other than shares to be canceled pursuant to Section 1.1(d)(ii), if any), that is issued and outstanding immediately prior to the Effective Time (other than shares shall automatically be canceled and extinguished and converted, without any action on the part of the holder thereof, into the right to be cancelled in accordance with Section 2.6(a) and other than Dissenting Company Common Shares receive the Purchase Price (as defined in Section 2.8)1.2) shall be converted into divided by the right number of shares of Stock outstanding immediately prior to receive from the Surviving Corporation in cash, without interest, the per share consideration paid in the Offer (the "Merger Consideration")Effective Time. All such shares of Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate or certificates (the "Certificates") representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Considerationconsideration set forth herein upon the surrender of such certificate in accordance with Section 1.5 of this Agreement. (c) Each issued and outstanding share of the capital stock of Sub shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Subsequent Merger and without any action on the part of Holding Sub, the Company or the holders of any stockholder of the Companyfollowing securities: (a) All shares Each Share (other than any Shares to be canceled pursuant to Section 1.6(b) and any Dissenting Shares (as defined in Section 1.7(a)) shall be canceled, extinguished and converted automatically into the right to receive an amount per share in cash equal to the Per Share Price (the "Merger Consideration") payable to the holder thereof, without interest, upon surrender of Common Stock the certificate that are prior to the Subsequent Merger represented such Share in the manner provided in Section 1.8, less any required withholding taxes. (b) Each Share held in the treasury of the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock each Share owned by Parent, Holding Sub or any other Subsidiary direct or indirect subsidiary of Parent or of the Company (including the Shares held in the Voting Trust), in each case immediately prior to the Effective Time, shall be cancelled canceled and retired without any conversion thereof and no consideration payment or distribution shall be delivered in exchange thereformade with respect thereto. (bc) Each share of Common Stock common, preferred or other capital stock of Holding Sub issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.6(a) and other than Dissenting Company Common Shares (as defined in Section 2.8)) shall be converted into the right to receive from the Surviving Corporation in cash, without interest, the per share consideration paid in the Offer (the "Merger Consideration"). All such shares of Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and each holder of a certificate or certificates (the "Certificates") representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. (c) Each issued and outstanding share of the capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockidentical common, par value $.01 per share, preferred or other capital stock of the Surviving CorporationCorporation and, if the Effective Time precedes the Control Date, each such share shall be deposited in the Voting Trust.

Conversion of Securities. As of (a) At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of Parent, Sub, the Company or the holders of any stockholder of the Company: (a) All shares of Common Stock that are held in the treasury capital stock of the Company or by any Subsidiary Sub: (as hereinafter definedi) Conversion of Company Common Stock. Each share of common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”) including each outstanding award of Shares subject to forfeiture restrictions or other restrictions (“Restricted Stock”) (each, a “Share” and any shares of Common Stock owned by Parentcollectively, Sub or any other Subsidiary of Parent shall be cancelled and retired and no consideration shall be delivered in exchange therefor. (b) Each share of Common Stock the “Shares”), issued and outstanding immediately prior to the Effective Time (Time, other than shares Shares to be cancelled in accordance with Section 2.6(a2.01(a)(ii) and other than Dissenting Company Common Shares (as defined in Section 2.8)) Shares, shall automatically be converted at the Effective Time into the right to receive from the Surviving Corporation $3.00 in cash, without interest, the per share consideration paid in the Offer interest (the "“Merger Consideration"”). All , and all of such shares of Common Stock, when so convertedShares shall cease to be outstanding, shall no longer be outstanding and shall automatically be cancelled and retired shall cease to exist, and each holder certificate representing a Share (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of a certificate or certificates the Shares (the "Certificates"other than Shares to be cancelled in accordance with Section 2.01(a)(ii) representing any such shares and other than Dissenting Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration without interest thereon, subject to Section 2.05. (c) Each issued and outstanding share of the capital stock of Sub shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any stockholder of the Companyfollowing securities: (a) All shares of Common Stock that are held in the treasury of the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent, Sub or any other Subsidiary of Parent shall be cancelled and retired and no consideration shall be delivered in exchange therefor. (b) Each share of the Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be cancelled in accordance with canceled pursuant to Section 2.6(a2.01(b) and other than any Dissenting Company Common Shares (as defined in Section 2.8below)) shall be converted into the right to receive from the Surviving Corporation $57.25 in cash, without interest, the per share consideration paid in the Offer interest (the "Merger Consideration"). All such shares At the Effective Time, each share of Common Stock, when so converted, Stock shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate or certificates (the "Certificates") representing previously evidencing any such share (other than shares to be canceled pursuant to Section 2.01(b) and any Dissenting Shares) shall thereafter represent only the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.02, an amount in cash per share equal to the Merger Consideration. The holders of such certificates previously evidencing such shares of Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Common Stock except as otherwise provided herein or by law. (b) Each share of capital stock of the Company (i) held in the treasury of the Company or by any wholly owned subsidiary of the Company or (ii) owned by Merger Sub or any of its subsidiaries shall automatically be canceled, retired and cease to exist without any conversion thereof and no payment shall be made with respect thereto, except the right to receive the Merger Consideration. (c) Each issued and outstanding share of the capital common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, stock of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of Lucent, Acquisition, the Company or the holders of any stockholder of the Companyfollowing securities: (a) All shares each issued and outstanding share of common stock of Acquisition shall be converted into one validly issued, fully paid and nonassessable share of common stock, no par value per share, of the Surviving Corporation; (b) each share of Company Common Stock that are owned or held in the treasury of the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares each share of Company Common Stock owned by Parent, Sub Acquisition or any other Subsidiary of Parent Lucent shall be cancelled canceled and retired without any conversion thereof and no consideration payment or distribution shall be delivered in exchange therefor.made with respect thereto; and (bc) Each subject to the provisions of Sections 1.6 and 1.7, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled canceled in accordance with Section 2.6(a) and other than Dissenting Company Common Shares (as defined in Section 2.81.5(b)) shall be converted into the right to receive from the Surviving Corporation 3.1350 (such number as adjusted in cash, without interestaccordance with Section 1.6, the per "Exchange Ratio") of a validly issued, fully paid and nonassessable share consideration paid in the Offer (the "Merger Consideration"). All such shares of Lucent Common Stock. As of the Effective Time, when so converted, each share of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and retired retired, and each holder of record of a certificate or certificates (the "Certificates") representing any such shares shall cease to have any rights with respect thereto, except other than the right to receive (i) shares of Lucent Common Stock to be issued in consideration therefor upon the Merger Consideration. surrender of such certificate and (cii) Each issued and outstanding any cash, without interest, to be paid in lieu of any fractional share of the capital stock of Sub shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation.Lucent Common Stock in accordance with Section 1.7;

Conversion of Securities. As of the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of any stockholder of the Company: (a) All shares of Common Stock that are held in the treasury of the Company or by any wholly owned Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent, Sub or any other wholly owned Subsidiary of Parent shall be cancelled and retired and no consideration shall be delivered in exchange therefor. (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.6(a2.5(a) and other than Dissenting Company Common Shares (as defined in Section 2.82.7)) shall be converted into the right to receive from the Surviving Corporation in cash, without interest, the per share consideration paid in the Offer (the "Merger Consideration"). All such shares of Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and each holder of a certificate or certificates (the "Certificates") representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. (c) Each issued and outstanding share of the capital stock of Sub shall be converted into and become one fully paid and nonassessable share of common stockCommon Stock, par value $.01 per share, of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of the holders of any stockholder securities of the Purchaser or the Company: (a) All shares Each Share that is owned by Alcoa, the Purchaser, any of Common Stock that are held in their respective Subsidiaries, the treasury Company or any Subsidiary of the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent, Sub or any other Subsidiary of Parent shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (Share, other than shares Shares to be cancelled in accordance with Section 2.6(a2.7(a) and other than Dissenting Company Common Shares (as defined in Section 2.8)) Shares, shall automati cally be converted into the right to receive from the Surviving Corporation in cash, without interest, the per share consideration paid in the Offer Price in cash (the "Merger Consideration"), payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.8, of the certificate that formerly evidenced such Share. All such shares of Common StockShares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates (the "Certificates") representing any such shares Shares shall cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration therefor upon the surrender of such certificate in accordance with Section 2.8. (c) Each issued and outstanding share of the capital stock of Sub shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, of the Purchaser shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of Merger Sub, the Company, the Surviving Corporation or the holder of any stockholder of the Companyfollowing securities: (ai) All shares of Common Stock that are held in the treasury of the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent, Sub or any other Subsidiary of Parent shall be cancelled and retired and no consideration shall be delivered in exchange therefor. (b) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock to be cancelled in accordance with pursuant to Section 2.6(a4.1(a)(ii) below and other than any Dissenting Company Common Shares (as defined in Section 2.8)Shares) shall be automatically cancelled and extinguished and be converted into and become the right to receive from the Surviving Corporation Offer Price in cash, without interest, the per share consideration paid in the Offer any interest thereon (the "“Merger Consideration"”). All such shares , and all other rights of Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and each the holder of a certificate or certificates (the "Certificates") representing any such shares thereof with respect thereto shall cease to have any rights with respect thereto, exist except the right to receive the Merger Consideration.Consideration in accordance with Section 4.2; (cii) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent, Merger Sub, the Company or the Company Subsidiary shall automatically be cancelled, and no payment shall be made with respect thereto; and (iii) each share of the Merger Sub’s capital stock 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, par value $.01 per share, the same class of capital stock of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of Acquisition, the Company or the holders of any stockholder of the Companyfollowing securities: (a) All shares of Common Stock that are held in the treasury of the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent, Sub or any other Subsidiary of Parent shall be cancelled and retired and no consideration shall be delivered in exchange therefor. (b) Each share of the Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be cancelled in accordance with canceled pursuant to Section 2.6(a3.01(b) and other than any Dissenting Company Common Shares (as defined in Section 2.8below)) shall be converted into the right to receive from an amount in cash equal to the Surviving Corporation in cashTender Offer Price, without interest, the per share consideration paid in the Offer interest (the "Merger Consideration"). All such shares At the Effective Time, each share of Common Stock, when so converted, Stock shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate or certificates (the "Certificates") representing previously evidencing any such share (other than shares to be canceled pursuant to Section 3.01(b) and any Dissenting Shares) shall thereafter represent only the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 3.02, an amount in cash per share equal to the Merger Consideration. The holders of such certificates previously evidencing such shares of Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Common Stock except as otherwise provided herein or by law. (b) Each share of capital stock of the Company (i) held in the treasury of the Company or by any wholly owned subsidiary of the Company or (ii) owned by Acquisition or any of its subsidiaries shall automatically be canceled, retired and cease to exist without any conversion thereof and no payment shall be made with respect thereto, except the right to receive the Merger Consideration. (c) Each issued and outstanding share of the capital common stock of Sub Acquisition outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, stock of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Securities. As of the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of Sub, the Company or the holders of any stockholder capital stock of the CompanyConstituent Corporations: (a) All shares of Common Stock that are held in the treasury of the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent, Sub or any other Subsidiary of Parent shall be cancelled and retired and no consideration shall be delivered in exchange therefor. (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.6(a) and other than Dissenting Company Common Shares (as defined in Section 2.8)) shall be converted into the right to receive from the Surviving Corporation in cash, without interest, the per share consideration paid in the Offer (the "Merger Consideration"). All such shares of Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and each holder of a certificate or certificates (the "Certificates") representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. (c) Each issued and outstanding share of the capital stock of Sub shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, of Sub shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving CorporationCorporation and shall constitute the only shares of capital stock of the Surviving Corporation outstanding immediately after the Effective Time. (b) All shares of Company Capital Stock that are held in the treasury of the Company and any shares of Company Capital Stock owned by Buyer or Sub or any other Subsidiary of Buyer, direct or indirect, shall automatically be cancelled and retired and shall cease to exist and no capital stock of Buyer or other consideration shall be delivered in exchange therefor. (c) At the Effective Time, each then issued and outstanding share of Company Common Stock (other than Dissenting Shares and shares described in Section 1.5(b)) shall immediately cease to be outstanding, shall automatically be cancelled and retired, shall cease to exist, and shall be converted into the right to receive $11.75 (the "Per Share Price") to be distributed in accordance with this Section 1.5(c), 1.6, and 1.

Conversion of Securities. As of The Parent Merger -------------------------------------------- At the Effective Time, by ------------------------ virtue of the Parent Merger and without any action on the part of any stockholder Merger Sub II, Parent, the Surviving Corporation of the CompanyParent Merger or the holder of any of the following securities: (ai) All shares each share of Parent Common Stock that are held in the treasury of the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent"Parent Shares"), Sub or any other Subsidiary of Parent shall be cancelled and retired and no consideration shall be delivered in exchange therefor. (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares Parent Shares to be cancelled in accordance with Section 2.6(apursuant to clause (ii) and other than Dissenting Company Common Shares (as defined in Section 2.8)below) shall be converted into the right to receive from the Surviving Corporation in cash, without interest, the per share consideration paid in the Offer (the "Merger Consideration"). All such shares of Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and each holder of a certificate or certificates (the "Certificates") representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. (c) Each issued and outstanding share of the capital stock of Sub shall be converted into and become one fully paid and nonassessable share of New Parent Common Stock (the "Parent ------ Merger Consideration"); -------------------- (ii) each Parent Share that is issued and outstanding and owned by Parent, New Parent, or Merger Sub II shall be cancelled and retired, and no shares of New Parent Common Stock shall be issued with respect thereto; and (iii) each share of Merger Sub II's capital stock 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 $.01 per share, stock of the Surviving CorporationCorporation of the Parent Merger.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of any stockholder of the Companyfollowing securities: (a) All shares Each issued and outstanding share of Common Stock that are held in the treasury capital stock, par value $.001 per share, of the Company or by any Subsidiary (as hereinafter definedthe "Common Stock") of the Company and (other than any shares of Common Stock owned by Parent, Sub or to be canceled pursuant to Section 1.7(b) hereof and any other Subsidiary of Parent shall be cancelled and retired and no consideration shall be delivered in exchange therefor. (b) Each share Dissenting Shares of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.6(a) and other than Dissenting Company Common Shares (as defined in Section 2.8)1.8(a) hereof) shall be canceled and extinguished and be converted into the right to receive from $14.60 per share of Company Common Stock (the Surviving Corporation "Common Per Share Amount") in cashcash payable to the holder thereof, without interest, the per share consideration paid in the Offer interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such share in the manner provided in Section 1.9 hereof. All such shares of Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate or certificates (the "Certificates") representing any such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration therefor upon the surrender of such certificate in accordance with Section 1.9 hereof, without interest. (cb) Each issued and outstanding share of Common Stock held in the capital stock treasury of the Company and each share of Common Stock (or Common Stock equivalent) owned by Parent or Merger Sub or any direct or indirect wholly owned subsidiary of the Company, Parent or Merger Sub immediately before the Effective Time shall be converted into canceled and become one fully paid extinguished and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporationno payment or other consideration shall be made with respect thereto.

Conversion of Securities. As of the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of Sub, the Company or the holders of any stockholder securities of the CompanyConstituent Corporations: (a) Each issued and outstanding share of common stock, par value $.01 per share, of Sub shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. (b) All shares of Company Common Stock that are held in the treasury of the Company or by any wholly owned Subsidiary (as hereinafter defined) of the Company and any shares of Company Common Stock owned by Parent, Sub or any other Subsidiary of Parent shall be cancelled and retired and no capital stock of Parent or other consideration shall be delivered in exchange therefor. (bc) Each Subject to the provisions of Sections 1.8 and 1.10 hereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.6(a) and other than Dissenting Company Common Shares (as defined in Section 2.81.5(b)) shall be converted into the right to receive from the Surviving Corporation in cash, without interest, the per share consideration paid in the Offer 0.9165 (such number being the "Merger ConsiderationExchange Ratio")) validly issued, fully paid and nonassessable shares of Parent Common Stock. All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and each holder of a certificate or certificates (the "Certificates") representing any such shares shall cease to have any rights with respect thereto, except the right to receive any dividends and other distributions in accordance with Section 1.7, certificates representing the Merger Considerationshares of Parent Common Stock into which such shares are converted and any cash, without interest, in lieu of fractional shares to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 1.6. (c) Each issued and outstanding share of the capital stock of Sub shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of the holders of any stockholder securities of Merger Sub or the Company: (a) All shares of Common Stock Each Share that are held in the treasury of is owned by Purchaser or Merger Sub, or that is owned by the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parenttreasury stock, Sub or any other Subsidiary of Parent shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time Share (other than shares Shares to be cancelled in accordance with Section 2.6(a1.6(a) hereof and other than Dissenting Company Common Shares (as defined in Section 2.81.9 below)) shall automatically be converted into the right to receive from the Surviving Corporation Offer Price in cashcash (the "MERGER CONSIDERATION"), payable, without interest, to the per share consideration paid holder of such Share upon surrender, in the Offer (manner provided in Section 1.7 hereof, of the "Merger Consideration")certificate that formerly evidenced such Share. All such shares of Common StockShares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates (the "Certificates") representing any such shares Shares shall cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration therefor upon the surrender of such certificate in accordance with Section 1.7 hereof. (c) Each issued and outstanding share of the capital common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, stock of the Surviving Corporation.

Conversion of Securities. As of At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of any stockholder party hereto or the holders of any of the Companyfollowing securities: (a) All shares of Common Stock that are held in the treasury of the Company or by any Subsidiary (as hereinafter defined) of the Company and any shares of Common Stock owned by Parent, Sub or any other Subsidiary of Parent shall be cancelled and retired and no consideration shall be delivered in exchange therefor. (b) Each share of the Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be cancelled in accordance with canceled pursuant to Section 2.6(a2.01(b) and other than any Dissenting Company Common Shares (as defined in Section 2.82.03(a))) shall be converted into the right to receive from the Surviving Corporation $0.80 in cash, without interest, the per share consideration paid in the Offer interest (the "“Merger Consideration"”). All such shares At the Effective Time, each share of Common Stock, when so converted, Stock shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate or certificates (the "Certificates") representing previously evidencing any such share (other than shares to be canceled pursuant to Section 2.01(b) and any Dissenting Shares) shall thereafter represent only the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.02, an amount in cash per share equal to the Merger Consideration. The holders of such certificates previously evidencing such shares of Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Common Stock except as otherwise provided herein or by law. (b) Each share of capital stock of the Company (i) held in the treasury of the Company or by any wholly-owned subsidiary of the Company or (ii) owned by members of the Buyout Group (except for ▇▇▇▇▇ Trust) shall automatically be canceled, retired and cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto, except the right to receive the Merger Consideration. (c) Each issued and unit of Stratford Acquisition outstanding share of immediately prior to the capital stock of Sub Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, stock of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.