Common use of Conversion of Shares Clause in Contracts

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except as otherwise provided in Section 3.03(b) or Section 3.03(c), each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (d) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except as otherwise provided in Section 3.03(b2.02(b) or Section 3.03(c)2.04, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $18.30 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (such per share amount, the “Merger Consideration”);. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (dc) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except as otherwise provided in Section 3.03(b2.02(b) or Section 3.03(c)2.04, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $42 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “"Merger Consideration”"); (b) each share of Company Common Stock Share held by the Company Elf as treasury stock or owned by the Ultimate Parent, Parent TULIP or Merger Subsidiary any of their Subsidiaries immediately prior to the Effective Time shall be canceledremain outstanding after the Merger, and no payment shall be made with respect theretothereto and all such shares shall thereafter constitute shares of capital stock of the Surviving Corporation; provided that if the TULIP Merger is not consummated and the condition set forth in Section 9.01(d) is satisfied, each Share held by TULIP or any of its subsidiaries shall not remain outstanding but instead shall be converted into the right to receive the Merger Consideration; (c) each share the shares of Company Common Stock held by any common stock of Merger Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) outstanding immediately prior to the Effective Time shall be converted into such and become that number of shares of common stock, par value $0.01 per share, stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior equal to the Effective Timenumber of Shares converted pursuant to Section 2.02(a); and (dprovided that if the TULIP Merger is not consummated and the condition set forth in Section 9.01(d) is satisfied, each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, stock of the Surviving Corporation with Corporation; and (d) the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.Corporation outstanding after the Effective Time pursuant to Sections 2.02(b) and 2.02

Conversion of Shares. At the Effective Time, by virtue as a result of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders thereofof any capital stock of Parent, Merger Sub or the Company: (a) except as otherwise provided in Section 3.03(b2.03(b) or Section 3.03(c)2.05, each share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”) and Class B common stock of the Company, par value $0.0001 per share (the “Class B Common Stock” and together with the Class A Common Stock, the “Company Common Stock Stock”) that is issued and outstanding immediately prior to the Effective Time shall be automatically canceled and converted into the right to receive the Offer Price $10.00 per share in cash, cash without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be issued and outstanding and shall automatically be canceled and shall cease to exist, and each holder of any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with this Agreement; (b) each share of Company Common Stock held by in the treasury of the Company, each Rollover Share and any shares of Company as treasury stock or Common Stock owned by the Ultimate Parent, Parent or Merger Subsidiary Sub immediately prior to the Effective Time shall automatically be canceled, canceled and shall cease to exist and no payment consideration shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned delivered in the Company immediately prior to the Effective Timeexchange therefor; and (dc) each share of common stock of Merger Subsidiary Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one fully paid, nonassessable share of common stock, par value $0.01 0.00001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except Except as otherwise provided in Section 3.03(b), Section 3.03(d) or Section 3.03(c)3.05, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”);. As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company as treasury stock or Each Share owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time by the Company and its wholly-owned Subsidiaries (including, for the avoidance of doubt, any Shares acquired by Purchaser in the Offer) shall be canceled, and no payment shall be made with respect thereto;. (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (d) each Each share of common stock of Merger Subsidiary Purchaser outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted andand shall, together with other than the shares described converted as provided for in Section 3.03(c)clause (d) below, shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (d) Each Share held by Parent or any wholly-owned Subsidiary of Parent (other than Purchaser) immediately prior to the Effective Time shall, at the election of Parent, either (i) be canceled with no payment made with respect thereto or (ii) be converted into such number of shares of common stock, par value $0.0001 per share, of the Surviving Corporation, such that each such entity owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such entity owned in the Company immediately prior to the Effective Time.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except Except as otherwise provided in Section 3.03(b3.1(b), Section 3.1(c) or Section 3.03(c)3.3, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “"Merger Consideration”");. As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock Each Share held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary Sub immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto;. (c) each share of Company Common Stock Each Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or the Merger SubsidiarySub) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and. (d) each Each share of common stock of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation (except for any such shares resulting from the conversion of Shares pursuant to Section 3.1(c)).

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the Company or the holders thereofof any of the following securities: (a) except as otherwise provided each Share held immediately prior to the Effective Time by the Company or any wholly-owned Subsidiary of the Company and each issued and outstanding Share owned by Parent, Merger Subsidiary or any other Subsidiary of Parent shall be cancelled automatically and retired and shall cease to exist, and no payment or consideration shall be made with respect thereto; (b) each issued and outstanding Share other than (i) Shares referred to in Section 3.03(b3.06(a) or Section 3.03(cand (ii) Dissenting Shares, shall be converted into the right to receive an amount in cash, without interest, equal to the Offer Price (the “Merger Consideration”). At the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Shares immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest; and (c) each share of Company Common Stock capital stock of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest 17,000 fully paid and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of nonassessable shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (d) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 .01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the Company or the holders thereofof any of the following securities: (a) except as otherwise provided each Share held immediately prior to the Effective Time by the Company or any wholly-owned Subsidiary of the Company and each issued and outstanding Share owned by Parent, Merger Subsidiary or any other Subsidiary of Parent shall be cancelled automatically and retired and shall cease to exist, and no payment or consideration shall be made with respect thereto; (b) each issued and outstanding Share other than (i) Shares referred to in Section 3.03(b3.06(a) or Section 3.03(cand (ii) Dissenting Shares, shall be converted into the right to receive an amount in cash, without interest, equal to the Offer Price (the "Merger Consideration"). At the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Shares immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest; and (c) each share of Company Common Stock capital stock of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest one fully paid and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (d) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one nonassessable share of common stock, par value $0.01 .10 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except as otherwise provided in Section 3.03(bSections 2.3(b), 2.3(c) or Section 3.03(c)2.5, each share of Company Common Stock Share or Company Restricted Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $2.70 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock Share or Company Restricted Share held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary Sub immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger SubsidiarySub) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 0.001 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (d) each share of common stock of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the and (in addition to shares described referred to in Section 3.03(c2.3(c), ) shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the holders thereofof the Company Stock or any other Person: (ai) except as otherwise provided in Section 3.03(b) or Section 3.03(c), each share of Company Common Stock outstanding immediately prior to the Effective Time shall (other than shares of Company Stock to be cancelled pursuant to Section ‎2.03(ii) (the “Excluded Shares”)) shall, subject to Section ‎2.07, be converted into the right to receive 21.05 shares (the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 “Exchange Ratio”) of Parent Class A Common Stock (the “Merger Consideration”); (bii) each share of Company Common Stock held immediately prior to the Effective Time by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceledcancelled, and no payment consideration shall be made paid with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (diii) each share of common stock of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (iv) all outstanding shares of Company Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each share of Company Stock that was outstanding immediately prior to the Effective Time shall thereafter represent only the right to receive the Merger Consideration, any dividends or other distributions pursuant to Section ‎2.04(f) and any cash in lieu of any fractional shares of Parent Class A Common Stock pursuant to Section ‎2.07, in each case to be issued or paid in accordance with Section ‎2.04, without interest, as applicable.

Conversion of Shares. At the Effective Time, Time by virtue of the Merger and without any action on the part of the holders thereofany holder of shares of Company Stock or any holder of shares of common stock of Merger Subsidiary: (a) except Except as otherwise provided in Section 3.03(b) or Section 3.03(c2.02(c), each share of Company Common Stock outstanding immediately prior to the Effective Time (other than any shares of Company Stock relating to each restricted stock award or performance share award outstanding under the Company’s equity compensation plans immediately prior to the Effective Time) shall be converted into the right to receive 0.7098 shares of Parent Stock (the Offer Price “Per Share Consideration” and, together with the cash in cashlieu of fractional shares of Parent Stock as specified below, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”);. As of the Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(f), in each case to be issued or paid in accordance with Section 2.03, without interest. (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (d) each Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (c) Each share of Company Stock held by the Company as treasury stock or owned by Parent immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders thereofof any capital stock of the Company: (ai) each share of Company Common Stock held by the Company or any direct or indirect wholly owned Subsidiary of the Company (or held in the treasury of the Company) immediately prior to the Effective Time shall be cancelled and extinguished and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) each share of Company Common Stock held by Parent, Merger Sub or any other wholly owned Subsidiary of Parent immediately prior to the Effective Time shall be cancelled and extinguished and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as otherwise provided in clauses “(i)” and “(ii)” above and except for Dissenting Shares (as defined in Section 3.03(b) or Section 3.03(c1.8), each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $7.00 in cashcash per share, without any interest and subject to any required Tax withholding made pursuant to Section 3.08 thereon (as adjusted in accordance with this Agreement, the “Merger ConsiderationPrice Per Share”);; and (biv) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, $0.01 par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (d) each share of common stock of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and become one nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the Company or the holders thereofof any shares of Company Stock or any shares of capital stock of Parent or Merger Subsidiary: (a) except Except as otherwise provided in Section 3.03(b) 2.02(b), Section 2.02(c), Section 2.04, or Section 3.03(c)2.05, each share of Company Common Stock outstanding immediately prior to the Effective Time (together with any Company Rights attached to each such share) shall be converted into the right to receive the Offer Price $90.00 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (such per share amount, the “Merger Consideration”);. As of the Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration to be paid in accordance with Section 2.03, without interest. (b) each Each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time (other than shares held for the account of clients, customers or other Persons) together with any Company Rights attached to each such share shall be canceled, and no payment shall be made with respect thereto;. (c) each Each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of in the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and. (d) each Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described except as provided in Section 3.03(c2.02(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective -------------------- Time, by virtue of the Merger and without any action on the part of the holders thereof: (ai) except as otherwise provided in Section 3.03(b) or Section 3.03(ceach outstanding share of common stock, $.01 par value per share (the "Shares"), each share of the Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (bii) each share of series 1996 convertible preferred stock, $.01 par value per share (the "Company Common Stock Preferred Shares"), of the Company held by the Company as treasury stock or owned by the Ultimate Parent, Parent RHCI or Merger Subsidiary any subsidiary of RHCI immediately prior to the Effective Time shall be canceledcancelled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (db) each share of common stock stock, $.01 par value per share, of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, $.01 par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; (c) each Share outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 1.02(a) or as provided in Section 1.07 with respect to Shares as to which appraisal rights have been exercised, be converted into the right to receive one- third (1/3)(the "Conversion Number") of a fully paid and nonassessable share of RHCI's common stock, $.01 par value per share (the "RHCI Common Stock"), including Rights (as hereafter defined) in respect thereof under the Rights Plan (as hereafter defined); and (d) each Company Preferred Share outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 1.02(a) or as provided in Section 1.07 with respect to Company Preferred Shares as to which appraisal rights have been exercised, be converted into the right to receive one (1) (the "Preferred Conversion Number") fully paid and nonassessable share of RHCI's Class B Preferred Stock, Series 1996, $1.00 par value per share having the rights and preferences set forth in Section 8.03(iii) hereof (the "RHCI Series 1996 Preferred Stock").

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except as otherwise provided in Section Sections 3.03(b), 3.03(c) or Section 3.03(c)3.05, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount in cash equal to the Offer Price in cashPrice, without interest and subject to interest, less any required Tax applicable withholding made pursuant to Section 3.08 Taxes (the “Merger Consideration”); (b) each share of Company Common Stock Share held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary (whether pursuant to the Offer or otherwise) immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock Share held by any wholly-owned (directly or indirectly) Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 0.001 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (d) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the and (in addition to shares described referred to in Section 3.03(c), ) shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the First Effective Time, by virtue of the First Merger and without any action on the part of the holders thereofParties or any holder of any capital stock of First Merger Sub or Spinco, each: (a) except as otherwise provided in Section 3.03(b) or Section 3.03(c), each share of Company Spinco Common Stock issued and outstanding immediately prior to the First Effective Time (other than shares canceled in accordance with Section 3.1(b)) shall automatically be converted into, and become exchangeable for, the right to receive a number of shares or, subject to Section 4.6, a fraction of a share, of RMT Partner Common Stock such that each holder of record of shares of Spinco Common Stock immediately prior to the First Effective Time shall have the right to receive, in the aggregate, a number of shares of RMT Partner Common Stock equal to the product of (i) the total number of shares of Spinco Common Stock held of record by such holder immediately prior to the First Effective Time, multiplied by (ii) the Exchange Ratio (such shares, the “Merger Consideration”), subject to adjustment in accordance with Section 3.3; (b) share of Spinco Common Stock issued and outstanding immediately prior to the First Effective Time held by Spinco as treasury stock or held by any other Spinco Entity, in each case, following the Spinco Distribution and immediately prior to the First Effective Time shall be cancelled and shall cease to exist and no stock or other consideration shall be issued or delivered in exchange thereof; and (c) share of common stock of First Merger Sub issued and outstanding immediately prior to the First Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (d) each one share of common stock of First Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stockSurviving Corporation, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), which shall constitute the only outstanding shares of capital common stock of the First Merger Surviving CorporationCorporation immediately following the First Effective Time.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except Except as otherwise provided in Section 3.03(b2.02(b), Section 2.02(c) or Section 3.03(c)2.04, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $48.25 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (such per share of Company Common Stock amount, the “Merger Consideration”);. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration to be paid in accordance with Section 2.03, without interest. (b) each Each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary or any other direct or indirect wholly-owned Subsidiary of Parent immediately prior to the Effective Time (other than shares held for the account of clients, customers or other Persons) shall be canceled, and no payment shall be made with respect thereto;. (c) each Each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and. (d) each Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted converted, and, together with the shares described except as provided in Section 3.03(c2.02(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except as otherwise provided in Section 3.03(b) 2.03(b), Section 2.03(c), or Section 3.03(c)2.05, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $43.00 (forty-three dollars) in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (d) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c2.03(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except Except as otherwise provided in Section 3.03(b‎Section 3.02(b), ‎Section 3.02(c) or Section 3.03(c)‎Section 3.04, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”);. As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration in accordance with ‎Section 3.03. (b) each share of Company Common Stock Each Share held by the Company as treasury stock or owned by (other than Shares in an Employee Plan of the Ultimate Parent, Parent or Merger Subsidiary Company) immediately prior to the Effective Time and each Share owned by Parent or Merger Sub as of the commencement of the Offer, shall be canceled, and no payment shall be made with respect thereto;. (c) each share of Company Common Stock held Each Share owned by any wholly-owned Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger SubsidiarySub) immediately prior to at the Effective Time commencement of the Offer, if any, shall be converted into such number of shares of common stock, par value $0.01 per share, stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and. (d) each Each share of common stock of Merger Subsidiary 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 $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation (except for any such shares resulting from the conversion of Shares pursuant to ‎Section 3.02(c)).

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except as otherwise provided in Section 3.03(b), Section 3.03(c) or Section 3.03(c)3.05, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive $1.65 in cash or such other amount as may have been paid for each Company Share in the Offer Price in cashOffer, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock Tender Share held by the Company as treasury stock (other than Company Shares in any Employee Plan of the Company) or owned by the Ultimate Parent, Parent or Merger Subsidiary (whether pursuant to the Offer or otherwise) immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock Share held by any Subsidiary (other than Merger Subsidiary) of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (d) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except as otherwise provided in Section 3.03(b), Section 3.03(c) or Section 3.03(c)3.05, each share of Company Common Stock Share outstanding immediately prior to the Effective Time (together with the Company Rights attached to each such share) shall be converted into the right to receive $13.50 in cash or any different amount paid per Company Share in the Offer Price in cashOffer, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or Share owned by the Ultimate Parent, Parent or Merger Subsidiary (whether pursuant to the Offer or otherwise) immediately prior to the Effective Time (together with the Company Rights attached to each such share) shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time (together with the Company Rights attached to each such share) shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (d) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the and (in addition to shares described referred to in Section 3.03(c), ) shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except Except as otherwise provided in Section 3.03(b2.02(b), Section 2.02(c) or Section 3.03(c)2.04, (i) each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $40.00 per Share in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”);) and (ii) as of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock Each Share held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto;. (c) each share of Company Common Stock Each Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and. (d) each Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 0.00001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation (except for any such shares resulting from the conversion of Shares pursuant to Section 2.02(c)).

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except as otherwise provided in Section 3.03(b2.02(b), Section 2.02(c) or Section 3.03(c)2.04, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be cancelled and converted into the right to receive the Offer Price (x) $21.75 in cash, without interest (the “Cash Consideration”) and subject to any required Tax withholding made pursuant to Section 3.08 (y) 0.2675 of a share of Parent Common Stock (the “Stock Consideration” and, together with the Cash Consideration the “Merger Consideration”);. As of the Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each share shall thereafter represent only the right to receive the Merger Consideration to be paid in accordance with Section 2.03, without interest. (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 0.001 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in of the Company immediately prior to the Effective Time; and (d) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c2.02(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) each share of Company Common Stock (i) held by the Company as treasury stock or (ii) owned by Parent or any Subsidiary of Parent, in each case, immediately prior to the Effective Time, shall be cancelled, and no payment shall be made with respect thereto; provided that any shares of Company Common Stock (A) held by Parent or any of its Subsidiaries in connection with any market making or proprietary trading activity or for the account of clients, customers or other Persons, (B) as to which Parent or any of its Subsidiaries is or may be required to act as a fiduciary or in a similar capacity or (C) the cancellation of which would violate any legal duties or obligations of Parent or any of its Subsidiaries, in each case, shall not be cancelled but, instead, shall be treated as set forth in Section 2.03(c) below; (b) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become a fraction of a share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted such that the Surviving Corporation will have 1,000 shares, par value $1.00 per share, outstanding after the Effective Time and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (c) except as otherwise provided in this Section 3.03(b) 2.03 or as provided in Section 3.03(c)2.05 with respect to shares of Company Common Stock as to which appraisal rights have been exercised, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject cash from Parent an amount equal to any required Tax withholding made pursuant to Section 3.08 $41.00 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (d) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except as otherwise provided in Section Sections 3.03(b) or Section ), 3.03(c), 3.05 or 3.06(b), each share of Company Common Stock Share outstanding immediately prior to the Effective Time (together with the Company Rights attached to each such share) shall be converted into the right to receive $52.00 in cash or any different amount as may have been paid per Company Share in the Offer Price in cashOffer, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock Share held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary (whether pursuant to the Offer or otherwise) immediately prior to the Effective Time (together with the Company Rights attached to each such share) shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time (together with the Company Rights attached to each such share) shall be converted into such number of shares of common stock, par value $0.01 0.001 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (d) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the and (in addition to shares described referred to in Section 3.03(c), ) shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except as otherwise provided in Section 3.03(b) or Section 3.03(c), each share all shares of capital stock of the Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent Buyer or Merger Subsidiary any subsidiary of Buyer immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (db) each share of common stock and preferred stock of Merger Subsidiary Buyer outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock and preferred stock, par value $0.01 per sharerespectively, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (c) except as otherwise provided in Section 1.02(a) or as provided in Section 1.04 with respect to Shares (as defined below) as to which appraisal rights have been exercised, (i) each share of (x) Class A Common Stock, par value $0.01 per share, of the Company ("Class A Shares") issued and outstanding immediately prior to the Effective Time and (y) Class B Common Stock, par value $0.01 per share, of the Company (the "Class B Shares") issued and outstanding immediately prior to the Effective Time, shall in each case be converted into the right to receive $14.00 in cash, without interest (the "Merger Consideration") and (ii) each share of Series A Cumulative Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock" and, together with the Class A Shares and the Class B Shares, the "Shares"), of the Company issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the product of the Merger Consideration and the number of Class A Shares into which each such share of Series A Preferred Stock is convertible at such time in connection with a change of control.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except as otherwise provided in Section 3.03(b) or Section 3.03(c), each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock Share held by the Company or any Subsidiary as treasury stock or owned by the Ultimate Parent, Parent Merger Sub or any subsidiary of Merger Subsidiary Sub immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (cb) each share of Company Class B Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) outstanding immediately prior to the Effective Time shall be converted into remain outstanding with the same rights, powers and privileges as such number of shares had immediately prior to the Effective Time; (c) each share of common stock, par value $0.01 .01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and Merger Sub (d"Merger Sub Common Stock") each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common Class B Common Stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted; (d) each share of preferred stock, par value $0.01 .01 per share, of Merger Sub ("Merger Sub Preferred Stock"), if any, outstanding immediately prior to the Effective Time shall be converted into and become one share of preferred stock, par value $.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares of preferred stock so converted andconverted; (e) each outstanding warrant, together with the shares described in Section 3.03(c)if any, shall constitute the only outstanding to purchase shares of capital Merger Sub common stock (each, a "Merger Sub Warrant") shall be automatically amended to constitute a warrant to acquire shares of common stock, par value $.01 per share of the Surviving CorporationCorporation on the same terms and conditions as the Merger Sub Warrant; and (f) each Share outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 1.02(a) or as provided in Section 1.04 with respect to Shares as to which dissenters' rights have been exercised, be converted into the right to receive in cash from Merger Sub an amount equal to $22.00 (the "Common Stock Consideration").

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except as otherwise provided in Section 3.03(b2.02(b), Section 2.02(c) or Section 3.03(c)2.04, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price (i) $11.00 in cash, without interest (the “Cash Consideration”), and subject to any required Tax withholding made pursuant to Section 3.08 (ii) a Contingent Cash Consideration Payment (together with the Cash Consideration, the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in of the Company immediately prior to the Effective Time; and (d) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c2.02(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except Except as otherwise provided in Section 3.03(b2.02(b), Section 2.02(c) or Section 3.03(c)2.04, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $14.00 per Share in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”);. As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock Each Share held by the Company as treasury stock (other than Shares in an Employee Plan of the Company) or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto;. (c) each share of Company Common Stock Each Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or the Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and. (d) each Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, $0.01 par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation (except for any such shares resulting from the conversion of Shares pursuant to Section 2.02(c)).

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except as otherwise provided in Subject to Section 3.03(b2.8(b) or Section 3.03(cand 2.8(c), , (i) each share of Company Common Stock (i) issued and outstanding immediately prior to the Effective Time and (ii) into which the ▇▇▇▇▇▇▇▇ Options are exercisable (on a net exercise basis) shall be converted into the right to receive such number of Parent Shares equal to the Common Exchange Ratio; (ii) each Series A Share issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share a number of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior Shares equal to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective TimeSeries A Exchange Ratio; and (diii) each share of common stock of Merger Subsidiary Series B Share issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a number of Parent Shares equal to the Series B Exchange Ratio. (b) Each share of Company Capital Stock held by the Company or owned by Acquisition Sub, Parent or any direct or indirect wholly-owned Subsidiary of the Company or of Parent, immediately prior to the Effective Time shall be cancelled and become one extinguished without any conversion thereof. The repurchase rights associated with the restricted Company Common Stock will lapse at the Effective Time. (c) Each share of common stock, $0.01 par value per share, of Acquisition Sub (the “Acquisition Sub Company Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation with Corporation. Each certificate evidencing ownership of shares of Acquisition Sub Company Common Stock outstanding immediately prior to the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), Effective Time shall constitute the only outstanding evidence ownership of such shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, and by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders thereofof any Company Common Shares or any shares of capital stock of Parent or Merger Sub: (a) except Except as otherwise provided in Section 3.03(b‎‎Section 2.02(b), ‎‎Section 2.02(c) or Section 3.03(c)‎‎Section 2.04, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall (including each Company Equity Award, subject to ‎Section 2.05) will automatically be converted into the right to receive the Offer Price $18.61 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”);. As of the Effective Time, all such Company Common Shares will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and will thereafter represent only the right to receive the Merger Consideration to be paid in accordance with ‎‎Section 2.03, without interest if paid in accordance with this Agreement. (b) each share of Each Company Common Stock Share held by the Company as a treasury stock share or owned by the Ultimate Parent, Merger Sub or any other Subsidiary of Parent or Merger Subsidiary immediately prior to the Effective Time shall will be canceledcanceled and cease to exist, and no payment shall will be made with respect thereto;. (c) each share of Each Company Common Stock Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall will be converted into such number of common shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock in the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and. (d) each Each share of common stock of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall will be converted into and become one share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described except as provided in Section 3.03(c‎Section 2.02(c), shall will constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Subsidiary, the holders thereofCompany or the holder of any Shares: (a) except Each Share of capital stock of the Company held by the Company as otherwise provided in Section 3.03(b) treasury stock or Section 3.03(c)held by any subsidiary of the Company or owned by Buyer, each share Merger Subsidiary or any subsidiary of Company Common Stock outstanding either of them immediately prior to the Effective Time shall be converted into the right cancelled and retired and shall cease to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceledexist, and no payment shall be made with respect thereto; (cb) each Each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (d) each share of common capital stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall automatically and without the necessity of presenting the same for exchange, be converted into and become one fully paid and non-assessable share of common stockcapital stock of the Surviving Corporation, no par value $0.01 per share, of the Surviving Corporation with the same rights, powers rights and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (c) Each Share outstanding immediately prior to the Effective Time shall, except as otherwise provided in clause (a) above or as provided in Section 2.04 with respect to Shares as to which appraisal rights have been exercised, be canceled and extinguished and be converted into the right to receive $2.95, or any higher price per Share paid in the Offer, in cash without any interest thereon (the "Merger Consideration") upon surrender of the certificate representing such Share.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the holders thereofCompany or any stockholder of the Company: (ai) all shares of Company Common Stock held by the Company or any wholly-owned Subsidiary of the Company (or held in the Company’s treasury) immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be paid in exchange therefor; (ii) all shares of Company Common Stock held by Parent, Merger Sub or any other wholly-owned Subsidiary of Parent immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be paid in exchange therefor; (iii) except as otherwise provided in clauses “(i)” and “(ii)” above and subject to Section 3.03(b1.5(b) or and Section 3.03(c)1.9, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $32.00 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 cash (the “Per Share Merger ConsiderationPrice”);, without interest; and (biv) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, $0.001 par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (d) each share of common stock of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall be converted into and become one (1) share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (b) If, during the period commencing on the Agreement Date and ending at the Effective Time, the outstanding shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Per Share Merger Price shall be appropriately adjusted.

Conversion of Shares. At the Effective Time, each outstanding share -------------------- of Sub Capital Stock (the "Sub Shares") (currently 1,000 shares) immediately prior to the Effective Time shall be canceled and shall be converted into PTM Shares (at the ratio of one Sub Share for each PTM Share) by virtue of the Merger and without any action on the part of the holders holder thereof: . At the Effective Time, the PTM Shares and the PTM Series A Junior Convertible Preferred Stock of PTM (athe "Series A Shares") except as otherwise provided in Section 3.03(b) or Section 3.03(c), each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest canceled and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number FSI Shares (at the ratio of shares of common stock, par value $0.01 per share, 1.0937432 FSI Shares for each PTM Share and each Series A Share) by virtue of the Surviving Corporation such that each such Subsidiary owns Merger and without any action on the same percentage part of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to holder thereof. Also at the Effective Time; and , the PTM Series B Senior Convertible Preferred Stock of PTM (dthe "Series B Shares") each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be canceled and shall be converted into FSI Shares and become one ▇▇▇▇▇ warrants for FSI Shares (at the ratio of 0.2856811467 FSI Share and .80806210937 ▇▇▇▇▇ warrant share of common stock, par value $0.01 per share, for each Series B Share) by virtue of the Surviving Corporation with Merger and without any action on the same rightspart of the holder thereof. As a result of the Merger, powers the holder of Sub Shares immediately prior to the Effective Time will hold 1,000 PTM Shares in the aggregate, and privileges as the shares so converted and, together with the shares described in Section 3.03(c), shall constitute the only outstanding shares holders of PTM capital stock of immediately prior to the Surviving CorporationEffective Time will hold 11,294,084 FSI Shares in the aggregate.

Conversion of Shares. At the Effective Time, by virtue -------------------- of the Merger and without any action on the part of Buyer, Merger Subsidiary, the holders thereofCompany or the holder of any Shares: (a) except Each Share of capital stock of the Company held by the Company as otherwise provided in Section 3.03(b) treasury stock or Section 3.03(c)held by any subsidiary of the Company or owned by Buyer, each share Merger Subsidiary or any subsidiary of Company Common Stock outstanding either of them immediately prior to the Effective Time shall be converted into the right cancelled and retired and shall cease to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceledexist, and no payment shall be made with respect thereto; (cb) each Each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (d) each share of common capital stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall automatically and without the necessity of presenting the same for exchange, be converted into and become one fully paid and non-assessable share of common stockcapital stock of the Surviving Corporation, no par value $0.01 per share, of the Surviving Corporation with the same rights, powers rights and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (c) Each Share outstanding immediately prior to the Effective Time shall, except as otherwise provided in clause (a) above or as provided in Section 2.04 with respect to Shares as to which appraisal rights have been ------------ exercised, be canceled and extinguished and be converted into the right to receive $2.95, or any higher price per Share paid in the Offer, in cash without any interest thereon (the "Merger Consideration") upon surrender of the -------------------- certificate representing such Share.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the Company or the holders thereofof any shares of Company Stock or any shares of capital stock of Parent or Merger Subsidiary: (a) except Except as otherwise provided in Section 3.03(b‎‎Section 2.02(b) or Section 3.03(c)‎Section 2.02(c)‎, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $58.00 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (such per share amount, the “Merger Consideration”);. As of the Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration to be paid in accordance with ‎‎Section 2.03. (b) each Each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time (other than shares held for the account of third parties) shall be canceled, and no payment shall be made with respect thereto;. (c) each Each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock in the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and. (d) each Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described except as provided in Section 3.03(c‎‎Section 2.02(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except as otherwise provided in Section 3.03(b) or Section 3.03(c), each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock (i) held by the Company as treasury stock or (ii) owned by the Ultimate ParentBuyer or any Subsidiary of Buyer, Parent or Merger Subsidiary in each case, immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share ; PROVIDED that any shares of Company Common Stock (A) held by Buyer or any Subsidiary of either its Subsidiaries in connection with any market making or proprietary trading activity or for the account of clients, customers or other Persons, (B) as to which Buyer or any of its Subsidiaries is or may be required to act as a fiduciary or in a similar capacity, (C) shares held by Buyer or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares in clauses (A), (B) or (C), "TRUST SHARES") or (D) the Ultimate Parent (other than Parent cancellation of which would violate any legal duties or Merger Subsidiary) immediately prior to the Effective Time obligations of Buyer or any of its Subsidiaries, in each case, shall not be cancelled but, instead, shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time treated as such Subsidiary owned set forth in the Company immediately prior to the Effective Time; andSection 2.03(c) below; (db) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (c) except as otherwise provided in this Section 2.03 or as provided in Section 2.05 with respect to shares of Company Common Stock as to which appraisal rights have been exercised, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive in cash from Buyer an amount equal to $44.50, without interest (the "MERGER CONSIDERATION").

Conversion of Shares. 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 thereofof any securities thereof or any other Person: (a) except as otherwise provided in Section 3.03(b) 2.06(b), Section 2.06(c), Section 2.08 or Section 3.03(c)2.09, each share of Company Common Stock Share issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $12.00 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”), and all such Shares shall cease to be outstanding, shall be automatically cancelled and shall cease to exist, and each holder of such a Share shall cease to have any rights with respect thereto, except the right to receive, in accordance with this Section 2.06(a), the Merger Consideration, upon surrender of such Shares in accordance with Section 2.07; (b) each share Share held by Parent, Merger Sub or any of Company Common Stock held their Affiliates or by the Company as treasury stock or owned by the Ultimate Parentin treasury, Parent or Merger Subsidiary in each case immediately prior to the Effective Time Time, shall automatically be canceled, cancelled and shall cease to exist without any conversion thereof and no consideration or payment or distribution shall be made with respect thereto; (c) each share of Company Common Stock . Each Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each the ownership percentage of any such Subsidiary owns the same percentage of in the Surviving Corporation immediately following shall equal the Effective Time as ownership percentage of such Subsidiary owned in the Company immediately prior to the Effective Time; and (dc) each share of common stock of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall automatically be converted into and become one fully paid, nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation immediately after the Effective Time.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the holders Company or any holder of the capital stock thereof: (a) except Except as otherwise provided in Section 3.03(b3.02(b), Section 3.02(c) or Section 3.03(c)3.04, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “"Merger Consideration”");. As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock Each Share held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto;. (c) each share of Company Common Stock Each Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or the Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and. (d) each Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 0.20 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. 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 thereofof any shares of Company Stock or any shares of capital stock of Parent or Merger Sub: (a) except Except as otherwise provided in Section 3.03(b2.02(b), Section 2.02(c) or Section 3.03(c)2.04, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $6.00 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (such per share amount, the “Merger Consideration”);. As of the Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration to be paid in accordance with Section 2.03, without interest. (b) each Each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Merger Sub or any other Subsidiary of Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto;. (c) each Each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock in the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and. (d) each Each share of common stock of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described except as provided in Section 3.03(c2.02(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except Except as otherwise provided in Section 3.03(b3.02(b), Section 3.02(c) or Section 3.03(c)3.04, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”);. As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration in accordance with Section 3.03. (b) each share of Company Common Stock Each Share held by the Company as treasury stock or owned by (other than Shares in an Employee Plan of the Ultimate Parent, Parent or Merger Subsidiary Company) immediately prior to the Effective Time and each Share owned by Parent or Merger Sub as of the commencement of the Offer, shall be canceled, and no payment shall be made with respect thereto;. (c) each share of Company Common Stock held Each Share owned by any wholly-owned Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger SubsidiarySub) immediately prior to at the Effective Time commencement of the Offer, if any, shall be converted into such number of shares of common stock, par value $0.01 per share, stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and. (d) each Each share of common stock of Merger Subsidiary 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 $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation (except for any such shares resulting from the conversion of Shares pursuant to Section 3.02(c)).

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except Except as otherwise provided in Section 3.03(b2.02(b), Section 2.02(c) or Section 3.03(c)2.04, (i) each share of Company Common Stock Share outstanding immediately prior to the Effective Time Time, as well as each right to receive, or interest in, any Share or other common equity of the Company, shall in each case be converted into the right to receive the Offer Price $107.50 per Share in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”);, and (ii) as of the Effective Time, all such Shares and rights or interests shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock Each Share held by the Company as treasury stock (other than Shares in an Employee Plan of the Company) or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto;. (c) each share of Company Common Stock Each Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and. (d) each Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, no par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation (except for any such shares resulting from the conversion of Shares pursuant to Section 2.02(c)).

Conversion of Shares. 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 thereof: of any shares of Company Stock or any shares of capital stock of Parent or Merger Sub: (a) except Except as otherwise provided in Section 3.03(b2.02(b), Section 2.02(c) or Section 3.03(c)2.04, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $6.00 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (such per share amount, the “Merger Consideration”);. As of the Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration to be paid in accordance with Section 2.03, without interest. (b) each Each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Merger Sub or any other Subsidiary of Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto;. (c) each Each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock in the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and. (d) each Each share of common stock of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described except as provided in Section 3.03(c2.02(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except as otherwise provided in Section 3.03(b) 2.03(b), Section 2.03(c), or Section 3.03(c)2.05, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price (i) $6.30 in cash, without interest (the “Cash Merger Consideration”) and subject to any required Tax withholding made (ii) one (1) contractual contingent value right pursuant to Section 3.08 the CVR Agreement (a “CVR”), in each case, without interest thereon ((i) and (ii) collectively, the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 0.001 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (d) (i) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation and (ii) each share of preferred stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of preferred stock, par value $0.001 per share, of the Surviving Corporation, in each case with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c2.03(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the Company or the holders thereofof any shares of Company Stock or any shares of capital stock of Parent or Merger Subsidiary: (a) except Except as otherwise provided in Section 3.03(b2.02(b) or Section 3.03(c2.02(c), each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $58.00 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (such per share amount, the “Merger Consideration”);. As of the Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration to be paid in accordance with Section 2.03. (b) each Each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time (other than shares held for the account of third parties) shall be canceled, and no payment shall be made with respect thereto;. (c) each Each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock in the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and. (d) each Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described except as provided in Section 3.03(c2.02(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At (a) Each share of common stock, par value $.01 per share, of the Company (the "Company Common Stock") outstanding immediately prior to the Effective TimeTime (other than the Company Common Stock held by the Company or any subsidiary of the Company, which shall be cancelled, and Objecting Company Common Stock (as hereinafter defined)) shall, by virtue of the Merger and without any action on the part of the holders holder thereof: (a) except as otherwise provided in Section 3.03(b) or Section 3.03(c), each share of Company Common Stock outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive without interest, on surrender of the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share certificate evidencing those shares of Company Common Stock held by Stock, the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of whole and fractional shares of common stock, par value $0.01 .0001 per shareshare of Purchaser ("Purchaser Common Stock") and the rights to acquire shares of Purchaser Common Stock which Rights have the terms and conditions set forth in the form of Certificate of Contingent Stock Issue rights attached as Exhibit 2.1 hereto ("Contingent Stock Issue Rights") set forth or determined as provided in Schedule 2.1 (the "Merger Consideration"), payable to the holder thereof, upon the surrender of the Surviving Corporation certificate formerly representing such that each such Subsidiary owns the same percentage shares of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned Company Common Stock in the Company immediately prior to the Effective Time; andmanner provided by Section 2.3. (db) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one Each share of common stock, par value $0.01 .0001 per share, of Newco outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be automatically converted into one share of Common Stock, par value $.01 per share, of the Surviving Corporation with the same rightsCorporation, powers and privileges as the shares so converted and, together with of common stock of the shares described in Section 3.03(c), shall Surviving Corporation issued on such conversion will constitute all the only issued and outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: : (a) except as otherwise provided in Section 3.03(b) or Section 3.03(c), each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock Share held by the Company or any Subsidiary as treasury stock or owned by the Ultimate Parent, Parent Merger Sub or any subsidiary of Merger Subsidiary Sub immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; ; (cb) each share of Company Class B Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) outstanding immediately prior to the Effective Time shall be converted into remain outstanding with the same rights, powers and privileges as such number of shares had immediately prior to the Effective Time; (c) each share of common stock, par value $0.01 .01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and Merger Sub (d“Merger Sub Common Stock”) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common Class B Common Stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted; (d) each share of preferred stock, par value $0.01 .01 per share, of Merger Sub (“Merger Sub Preferred Stock”), if any, outstanding immediately prior to the Effective Time shall be converted into and become one share of preferred stock, par value $.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares of preferred stock so converted andconverted; (e) each outstanding warrant, together with the shares described in Section 3.03(c)if any, shall constitute the only outstanding to purchase shares of capital Merger Sub common stock (each, a “Merger Sub Warrant”) shall be automatically amended to constitute a warrant to acquire shares of common stock, par value $.01 per share of the Surviving CorporationCorporation on the same terms and conditions as the Merger Sub Warrant; and (f) each Share outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 1.02(a) or as provided in Section 1.04 with respect to Shares as to which dissenters’ rights have been exercised, be converted into the right to receive in cash from Merger Sub an amount equal to $22.00 (the “Common Stock Consideration”).

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof:, (a) except as otherwise provided in Section 3.03(b1.02(c) or Section 3.03(c1.03(d), each share of Class A common stock, par value $0.01 per share, of the Company Common Stock (the "CLASS A COMMON STOCK") outstanding immediately prior to the Effective Time shall be cancelled and shall be converted into the right to receive (i) an amount in cash equal to the Offer Price Aggregate Cash (as defined below) divided by the total number of shares of Class A Common Stock then outstanding, which cash shall be paid directly from Dentsu as provided in cashSection 1.03(b) and (ii) 0.813619 shares of Class A Common Stock (together, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”"CLASS A CONSIDERATION"); (b) except as otherwise provided in 1.02(c) or Section 1.03(d), each share of Class B common stock, par value $0.01 per share, of the Company (the "CLASS B COMMON STOCK") outstanding immediately prior to the Effective Time shall be cancelled and shall be converted into the right to receive 1.665067 shares of Class B Common Stock (the "CLASS B CONSIDERATION"); (c) each share of Class A Common Stock or Class B Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (d) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, of Merger Sub outstanding immediately prior to the Surviving Corporation Effective Time shall be canceled, and no payment shall be made with respect thereto. The shares of Class A Common Stock outstanding immediately prior to the same rights, powers Effective Time and privileges the shares of Class B Common Stock outstanding immediately prior to the Effective Time are referred to herein collectively as the shares so converted and, together with "SHARES". The Class A Consideration and the shares described in Section 3.03(c), shall constitute Class B Consideration are referred to herein collectively as the only outstanding shares of capital stock of the Surviving Corporation"MERGER CONSIDERATION".

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereofAcquisition, the Company or the holder of any of the following securities: (a) except as otherwise provided in Section 3.03(b) or Section 3.03(c), each share of Company Common Stock Each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares held in the Company's treasury or by any of the Company's subsidiaries, (ii) Shares held by Parent, Acquisition or any other subsidiary of Parent and (iii) any Dissenting Shares (as defined in Section 2.9) shall be canceled and extinguished and be converted into and shall become the right to receive an amount in cash equal to the Offer Price in cashPrice, payable to the holder thereof without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “"Merger Consideration”);") upon surrender of the certificate formerly representing such Share. (b) each Each issued and outstanding share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (d) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time Acquisition shall be converted into one fully paid and become one non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation with Corporation. (c) Each Share held in the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), shall constitute the only outstanding shares of capital stock treasury of the Surviving CorporationCompany and each Share held by Parent, Acquisition or any subsidiary of Parent, Acquisition or the Company (other than by Benefit Plans) immediately prior to the Effective Time shall, be canceled, retired and cease to exist, and no payment or consideration shall be delivered with respect thereto.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except Except as otherwise provided in Section 3.03(b3.02(b), Section 3.02(c) or Section 3.03(c)3.04, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”);. As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration to be paid in accordance with Section 3.03, without interest. (b) each share of Company Common Stock Each Share held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto;. (c) each share of Company Common Stock Each Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or the Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and. (d) each Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation (except for any such shares resulting from the conversion of Shares pursuant to Section 3.02(c)).

Conversion of Shares. At Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the Company or the holders thereofof any shares of Company Capital Stock or any shares of capital stock of Parent or Merger Subsidiary: (a) except Except as otherwise provided in Section 3.03(b2.02(b) or Section 3.03(c)2.04, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $4.40 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (such per share amount, the “Merger Consideration”);. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each Each share of Company Common Stock held by the Company as treasury stock or any of its Subsidiaries or owned by the Ultimate Parent, Parent or Merger Subsidiary any of its Subsidiaries immediately prior to the Effective Time shall be canceledcanceled and extinguished without any conversion thereof, and no payment shall be made with respect thereto;. (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (d) each Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At (a) As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (ai) except as otherwise provided in Section 3.03(b) or Section 3.03(c), each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (d) each Each share of common stock of Merger Subsidiary 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 $0.01 0.001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted andconverted, together with the and such shares described in Section 3.03(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Subsidiary shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with this Section 1.2(a)(i). (ii) Each share of common stock, par value $0.001 per share, of the Company (a "Company Share") held by the Company as treasury stock or owned by Parent or any subsidiary of Parent (together with the associated Company Right (as defined in Section 3.2, if any)), shall be cancelled, and no payment shall be made with respect thereto. (iii) Each Company Share (together with the associated Company Right) outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 1.2(a)(ii), by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive 0.0710 (the "Exchange Ratio") of a share of common stock, par value $0.0001 per share, of Parent ("Parent Common Stock"); provided, however, that if average closing sale price of one share of Parent

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except as otherwise provided in Section 3.03(b) or ), Section 3.03(c), or Section 3.05, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (d) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except Except as otherwise provided in Section 3.03(b‎Section 2.02(b) or Section 3.03(c)‎Section 2.04, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $2.40 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”);. As of the Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration to be paid in accordance with ‎Section 2.03, without interest. (b) each Each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto;. (c) each Each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and. (d) each share of common stock of Each membership interest in Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted at the Effective Time into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per shareof the Surviving Corporation. At the Effective Time, new stock certificates of the Surviving Corporation with the same rights, powers shall be issued and privileges as the shares so converted and, together with the shares described in Section 3.03(c), shall constitute the only will be deemed for all purposes to represent all issued and outstanding shares of capital common stock of the Surviving CorporationCorporation into which membership interests in Merger Subsidiary were converted in accordance with the immediately preceding sentence.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any further action on the part of Merger Subsidiary, Parent, the holders thereofCompany or any stockholder of the Company: (a) except Except as otherwise provided in Section 3.03(b2.02(b), Section 2.02(c) or Section 3.03(c)2.04, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive $13.50 payable to the Offer Price holder thereof in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”);, on the terms and subject to the conditions set forth in this Agreement, upon surrender of Certificates or Uncertificated Shares in accordance with Section 2.03. As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock Each Share held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceledcanceled and retired and shall cease to exist, and no payment shall be made with respect thereto;. (c) each share of Company Common Stock Each Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or the Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and. (d) each Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one (1) share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation (except for any such shares resulting from the conversion of Shares pursuant to Section 2.02(c)).

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except Except as otherwise provided in Section 3.03(b3.02(b) or Section 3.03(c)3.04, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”);. As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each applicable holder thereof shall thereafter cease to have any rights with respect thereto, except only the right to receive the Merger Consideration upon the surrender of such Shares in accordance with this Section 3.02. (b) each share of Company Common Stock Each Share held by the Company as treasury stock (other than Shares in a Company Plan) or owned directly by the Ultimate Parent, Parent or Merger Subsidiary Sub immediately prior to the Effective Time shall be canceledcancelled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock . Each Share held by any wholly owned Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger SubsidiarySub) immediately prior to the Effective Time Time, if any, shall be converted into such number of shares of common stock, par value $0.01 per share, stock of the Surviving Corporation such that each such Subsidiary owns shall own the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and. (dc) each Each share of common stock of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation (except for any such shares resulting from the conversion of Shares held by Subsidiaries of the Company, if any, pursuant to Section 3.02(b)).

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except as otherwise provided in Section 3.03(b2.02(b), Section 2.02(c) or Section 3.03(c)2.04, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price (x) $11.80 in cash, without interest (the “Cash Consideration”) and (y) 0.1612 shares of Parent Stock (subject to any required Tax withholding made pursuant to Section 3.08 2.03 and Section 2.09) (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). As of the Effective Time, all such shares of Company Stock shall no longer be outstanding and shall cease to exist, and each such share shall thereafter represent only the right to receive (A) the Merger Consideration and (B) with respect to the Stock Consideration, the right to receive (i) cash in lieu of any fractional shares of Parent Stock pursuant to Section 2.09 and (ii) any dividends or other distributions with respect to shares of Parent Stock pursuant to Section 2.03(h), in each case, to be paid in accordance with Section 2.03, without interest; (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any wholly-owned Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in of the Company immediately prior to the Effective Time; and (d) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with any shares of common stock of the shares described in Surviving Corporation issued pursuant to Section 3.03(c2.02(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the Company or the holders thereofof any shares of Company Stock or any shares of capital stock of Parent or Merger Subsidiary: (a) except Except as otherwise provided in Section 3.03(b) 2.02(b), Section 2.02(c), Section 2.04 or Section 3.03(c)2.05, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $33.50 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (such per share amount, the “Merger Consideration”);. As of the Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration to be paid in accordance with Section 2.03, without interest. (b) each Each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto;. (c) each Each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stockcanceled, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; andand no payment shall be made with respect thereto. (d) each Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described except as provided in Section 3.03(c2.02(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except Except as otherwise provided in Section 3.03(b‎‎Section 3.02(b), ‎‎Section 3.02(c) or Section 3.03(c)‎‎Section 3.04, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”);. As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration to be paid in accordance with ‎‎Section 3.03, without interest. (b) each share of Company Common Stock Each Share held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto;. (c) each share of Company Common Stock Each Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or the Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and. (d) each Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation (except for any such shares resulting from the conversion of Shares pursuant to ‎‎Section 3.02(c)).

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the holders Company or any holder of the capital stock thereof: (a) except Except as otherwise provided in Section 3.03(b3.02(b), Section 3.02(c) or Section 3.03(c)3.04, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”);. As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock Each Share held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto;. (c) each share of Company Common Stock Each Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or the Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and. (d) each Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 0.20 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.