Common use of Merger Consideration Conversion of Securities Clause in Contracts

Merger Consideration Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the parties or the holders of any of the respective securities: 1.6.1 The Shares will be converted into the right to receive, on the Closing Date (as hereinafter defined), a combination of cash and Century common stock, par value $.01 per share ("Century Stock"). The merger consideration ("Merger Consideration") will consist off Five Million Two Hundred Nine Thousand Five Hundred and Twenty-One Dollars and Eighty-Eight Cents ($5,209,521.88) in cash via wire transfer of immediately available funds to an account designated prior to Closing and 459,662 shares of Century Stock (the "Closing Date Payment"). In addition, the Shareholders will have the opportunity to receive a combination of cash and Century Stock based upon the earn-out formula set forth on Exhibit B attached hereto and made a part hereof (the "Earn-out Payment"). The Century Stock that constitutes the Closing Date Payment shall be paid in accordance with Section 8.1 hereof. The number of shares of Century Stock issuable to the Shareholders was determined based upon the closing price of Century Stock on the NASDAQ System on February 12, 1998. The Closing Date Payment will be delivered to the Shareholders in the respective amounts set forth opposite each Shareholder's name on Exhibit A. 1.6.2 The Shares will be canceled immediately following the payment of the Closing Date Payment. Each common share of MDI Inc. and MDI II held in the treasury of MDI Inc. or MDI II will automatically be canceled and retired without any conversion thereof.

Merger Consideration Conversion of Securities. At the Effective Time, by virtue of the Merger Mergers and without any action on the part of the parties or the holders of any of the respective securities: 1.6.1 The Shares will be converted into the right to receive, receive on the Closing Date (as hereinafter defined), a combination of cash and Century common stock, par value $.01 per share ("Century Stock"). The merger consideration ("Merger Consideration") will consist off Five of Ten Million Two Three Hundred Nine Ninety Thousand Five Hundred and Twenty-One Nine Dollars and Eighty-Eight Eleven Cents ($5,209,521.8810,390,539.11) in cash via wire transfer of immediately available funds to an account designated prior to Closing and 459,662 916,805 shares of Century Stock (the "Closing Date Payment"). In addition, the Shareholders will have the opportunity to receive a combination of cash and Century Stock based upon the earn-out formula set forth on Exhibit B attached hereto and made a part hereof (the "Earn-out Payment"). The Century Stock that constitutes the Closing Date Payment shall be paid in accordance with Section 8.1 hereof. The number of shares of Century Stock issuable to the Shareholders was determined based upon the closing price of Century Stock on the NASDAQ System on February 12, 1998. The Closing Date Payment will be delivered to the Shareholders in the respective amounts set forth opposite each Shareholder's name on Exhibit A. 1.6.2 The Shares will be canceled immediately following the payment of the Closing Date Payment. Each common share of MDI Inc. CLG and MDI II EDG held in the treasury of MDI Inc. CLG or MDI II EDG will automatically be canceled and retired without any conversion thereof.