Common use of Capital Stock of the Company Clause in Contracts

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in clause (iii) of this Section 3.1(b)), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, shall be converted into the right to receive from Parent that number of fully-paid and nonassessable shares of Common Stock, par value $.01 per share, of Parent (the “Parent Common Stock”) equal to the Exchange Ratio (the “Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 0.375. (ii) All such shares of Company Common Stock, when so converted, shall cease to be outstanding and shall automatically be canceled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3. (iii) All shares of Company Common Stock held by the Company as treasury shares or by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be canceled and cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable therefor.

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Class A Common Stock”), Stock issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares, unvested Company Restricted Stock Unit Awards, which shall be treated as set forth in Section 3.3(a), and Appraisal Shares) (such shares of Company Common Stock described in clause (iiiStock, the “Eligible Shares”) of this Section 3.1(b)), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to shall be converted automatically at the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, shall be converted into the right to receive from .from Parent the following consideration (collectively, the “Merger Consideration”): (A) $1.20 in cash, without interest (the “Cash Consideration”), and (B) that number of fully-paid and nonassessable shares of Common Stock, par value $.01 per share, of Parent (the “Parent Common Stock”) Stock equal to the Exchange Ratio (the “Merger Share Consideration”). As used in this Agreement, “Exchange Ratio” means 0.3750.2486. (ii) All such shares of Company Class A Common Stock, when so converted, shall cease to be outstanding and shall automatically be canceled and cease to exist. Each holder of a share of Company Common Stock an Eligible Share that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g3.4(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h3.4(h), in each case to be issued or paid in consideration therefor upon the surrender exchange of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.33.4(a). (iii) All shares of Company Common Stock held by the Company as treasury shares or by Parent or the Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company Subs immediately prior to the Effective Time and, in each case, not held on behalf of third parties (collectively, “Excluded Shares”) shall automatically be canceled and cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable in exchange therefor.

Capital Stock of the Company. (i) Subject to the other provisions of this Article IIIII, each share of common stockstock of the Company, no par value $0.01 per share, of (the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in clause (iii) of this Section 3.1(b2.1(b)), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, ) shall automatically be converted into and shall thereafter represent solely the right to receive from Parent that number of fully-paid and nonassessable shares of Common Stock$88.25 in cash, par value $.01 per share, of Parent (the “Parent Common Stock”) equal to the Exchange Ratio without interest (the “Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 0.375. (ii) All such shares of Company Common StockStock shall, when so convertedconverted pursuant to Section 2.1(b)(i), shall cease to be outstanding and shall automatically be canceled and cease to exist. Each At the Effective Time, each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, Consideration and (B) any dividends or other distributions “stub period” cash dividend declared in accordance with Section 3.3(g4.1(b)(i) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, applicable in accordance with Section 3.32.3. (iii) All Any shares of Company Common Stock held by the Company as treasury shares or by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time by (A) the Company or any of its Subsidiaries (or held in the Company’s treasury) or (B) by Parent, Merger Sub or any of their respective Subsidiaries, in each case, shall automatically be canceled and cease to exist as of the Effective Time, Time and no consideration Merger Consideration shall be delivered or deliverable therefor.

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in clause (iii) of this Section 3.1(b)Cancelled Shares, any Converted Shares and any Appraisal Shares), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.23.2 or that were issued in connection with the Redemption pursuant to Section 3.2(e), shall be converted into the right to receive from Parent Parent: (A) that number of validly issued, fully-paid and nonassessable shares of Common Stock, par value $.01 per share, of Parent (the “Parent Common Stock”) Stock equal to the Exchange Ratio (the “Share Consideration”) and (B) $5.30 in cash, without interest (the “Cash Consideration”, and together with the Share Consideration, the “Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 0.3750.37. (ii) All such shares of Company Common Stock, when so convertedconverted pursuant to Section 3.1(b)(i), shall cease to be outstanding and shall automatically be canceled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time (other than shares of Company Common Stock described in Section 3.1(b)(iii)) shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3. (iii) All shares of Company Common Stock held by the Company as treasury shares or by Parent Parent, EIH or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time (the “Cancelled Shares”) shall automatically be canceled and cease to exist as of the Effective Time, and no consideration shall be delivered in exchange therefor. All shares of Company Common Stock held by any wholly owned Subsidiary of Parent (other than EIH or deliverable thereforMerger Sub) or any wholly owned Subsidiary of the Company immediately prior to the Effective Time (the “Converted Shares”) shall automatically be converted into such number of shares of Parent Common Stock equal to the sum of (A) such number of shares of Parent Common Stock equal to the quotient of the Cash Consideration divided by the Closing Parent Common Stock Price and (B) the Share Consideration.

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each Each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), Stock issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares) (such shares of Company Common Stock described in clause (iiiStock, the “Eligible Shares”) of this Section 3.1(b)), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to shall be converted automatically at the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, shall be converted into the right to receive from Parent that number of fully-paid and nonassessable shares of Common Stock, par value $.01 per share, of Parent (the “Parent Common Stock”) Shares equal to the Exchange Ratio (the “Merger Common Consideration”). As used in this Agreement, the “Exchange Ratio” means 0.3750.3504. (ii) All such Each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time shall be treated in accordance with the Company Organizational Documents and the procedures set forth in Section 2.5 (any cash payable to the holders of shares of Company Preferred Stock pursuant to Section 8 of the Company’s Second Amended and Restated Articles of Incorporation (the “Company Charter”) and any Substantially Equivalent Securities (as defined in the Company Charter) issuable pursuant to this Section 2.1(b)(ii), the “Preferred Consideration” and, together with the Common Consideration, the “Merger Consideration”). Each holder of shares of Company Common StockStock issued upon conversion of shares of Company Preferred Stock pursuant to this Section 2.1(b)(ii) shall receive the Common Consideration in exchange for such Company Common Stock and shall be admitted as shareholders of Parent and Parent hereby consents to such admission. (iii) All shares of Company Common Stock held by the Company as treasury shares or held by Parent, Merger Subs or any of their respective Subsidiaries immediately prior to the Effective Time and, in each case, not held on behalf of third parties (collectively, “Excluded Shares”), shall automatically be canceled and cease to exist as of the Effective Time, and no consideration shall be delivered in exchange therefor. (iv) All Eligible Shares, when so converted, shall cease to be outstanding and shall automatically be canceled and cease to exist. Each exist and each holder of a share of Company Common Stock an Eligible Share that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, Common Consideration and (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock Shares in accordance with Section 3.3(h2.4(f), in each case to be issued or paid in consideration therefor upon the surrender exchange of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.32.4(a). (iiiv) All In the event of any change in (A) the number of shares of Company Common Stock held by Stock, or securities convertible or exchangeable into or exercisable for shares of Company Common Stock, or (B) the Company as treasury shares number of Parent Shares, or by securities convertible or exchangeable into or exercisable for Parent or Merger Sub or by any wholly owned Subsidiary Shares (including options to purchase Parent Shares), in each case issued and outstanding after the date of Parent, Merger Sub or the Company immediately this Agreement and prior to the Effective Time by reason of any stock split, reverse stock split, stock dividend, subdivision, reclassification, recapitalization, combination, exchange of shares or the like, the Exchange Ratio and any other amounts payable pursuant to this Agreement shall automatically be canceled equitably adjusted to reflect the effect of such change and, as so adjusted, shall from and cease to exist as after the date of such event, be the applicable portion of the Effective TimeMerger Consideration, subject to further adjustment in accordance with this Section 2.1(b)(v). Nothing in this Section 2.1(b)(v) shall be construed to permit the Parties to take any action except to the extent consistent with, and no consideration shall be delivered or deliverable therefornot otherwise prohibited by, the terms of this Agreement.

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), Stock issued and outstanding immediately prior to the Effective Time (excluding any Appraisal Shares and any shares of Company Common Stock described in clause (iii) of this Section 3.1(b)), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to shall be converted automatically at the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, shall be converted into the right to receive from Parent that number of fully-0.933 validly issued, fully paid and nonassessable shares of Parent Common Stock, par value $.01 per share, of Parent Stock (the “Exchange Ratio”), and the shares of Parent Common Stock”) equal Stock issuable per share of Company Common Stock pursuant to the Exchange Ratio (this Section 3.1(b), the “Merger Consideration”). As used in , subject to the provisions of this Agreement, “Exchange Ratio” means 0.375Article III. (ii) All such shares of Company Common Stock, when so converted, shall cease to be outstanding and shall automatically be canceled cancelled and cease to exist. Each holder of a any such share of Company Common Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu Consideration upon the surrender of any fractional such shares of Parent Company Common Stock in accordance with Section 3.3(h3.3, including any amounts payable pursuant to Section 3.3(g), in each case to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3. (iii) All shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by the Company as treasury shares or shares, by Parent or Merger Sub or by any wholly owned direct or indirect Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time or Parent shall automatically be canceled cancelled and cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable thereforin exchange therefor and no payment or distribution shall be made with respect thereto (collectively, the “Cancelled Shares”).

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 0.001 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in clause (iii) of this Section 3.1(bCancelled Shares, as defined below)), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, shall be converted into the right to receive from Parent that number of fully-validly issued, fully paid and nonassessable shares of Common Stock, par value $.01 per share, of Parent (the “Parent Common Stock”) Stock equal to the Exchange Ratio (the “Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 0.375. (ii) All such shares of Company Common Stock, when so convertedconverted pursuant to Section 3.1(b)(i), shall cease to be outstanding and shall automatically be canceled cancelled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g3.2(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h3.2(h), in each case case, to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.33.4. (iii) All shares of Company Common Stock held by the Company as treasury shares or by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be canceled cancelled and retired and shall cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable thereforin exchange therefor (collectively, the “Cancelled Shares”).

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and shares of Company Common Stock described in clause covered by Section 3.2) (iiithe “Eligible Shares”) of this Section 3.1(b)), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to shall be converted automatically at the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, shall be converted into the right to receive from Parent that number of fully-1.1711 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of Parent Common Stock, par value $.01 per share, of Parent Stock (the “Parent Common Stock”) equal to the Exchange Ratio (the “Merger Share Consideration”). As used In addition, in this Agreementthe event that Parent pays one or more Parent Quarterly Dividend(s) as contemplated by Section 6.2(b)(i), “Exchange Ratio” means 0.375then at the Effective Time each Eligible Share shall receive the Additional Share Consideration, such that the Eligible Shares receive substantially equivalent aggregate value as compared to the aggregate amount of any Parent Quarterly Dividend(s). The term Merger Consideration shall mean the Share Consideration, together with (if applicable) the Additional Share Consideration. (ii) All such shares of Company Common Stock, when so converted, Stock shall cease to be outstanding and shall automatically be canceled cancelled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), and (C) any Post-Effective Time Dividends, in each case to be issued or paid in consideration therefor upon the surrender exchange of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.33.3(a). (iii) All shares of Company Common Stock held by the Company as treasury shares or by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time and, in each case, not held on behalf of third parties (collectively, “Excluded Shares”) shall automatically be canceled cancelled and cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable in exchange therefor.

Capital Stock of the Company. (i) Subject to the other provisions of this Article IIIII, each share of common stockstock of the Company, par value $0.01 0.001 per share, of the Company share (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in clause clauses (ii) and (iii) of this Section 3.1(b)), including for the avoidance of doubt 2.1(b) and any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, Appraisal Shares) shall be converted only into the right to receive from Parent that number of fully-paid and nonassessable shares of Common Stock, par value $.01 per share, of Parent (the “Parent Common Stock”) equal 13.80 in cash payable to the Exchange Ratio holder thereof, without interest thereon (the “Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 0.375. (ii) All such shares of Company Common Stock, when so converted, shall cease to be outstanding and shall automatically be canceled and cease to existexist (subject to the right to receive Merger Consideration as described herein). Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time Certificate previously representing any such shares or Book-Entry Shares shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, (B) any dividends or other distributions without interest, to be paid in consideration thereof upon the surrender of such Certificates in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h)2.5, in each the case to be issued or paid of certificated shares, and automatically, in consideration therefor upon the surrender case of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3. (iiiii) All shares of Company Common Stock held by the Company as treasury shares or by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be canceled and cease to exist as of the Effective Time, Time and no consideration shall be delivered or deliverable therefor. (iii) All shares of Company Common Stock held by any Subsidiary of any of Parent, Merger Sub or the Company shall remain outstanding following the Effective Time and no Merger Consideration shall be delivered with respect to such shares of Company Common Stock.

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in clause (iii) of this Section 3.1(b)Cancelled Shares), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, shall automatically be converted into the right to receive from Parent (A) that number of newly and validly issued, fully-paid and nonassessable shares of Common Stock, par value $.01 per share, of Parent (the “Parent Common Stock”) Stock equal to the Exchange Ratio and (B) if applicable, that amount of cash equal to the Contingent Cash Purchase Price (as defined below) divided by the aggregate number of shares of Company Common Stock and Company Restricted Shares entitled to received Merger Consideration pursuant to this Article III (collectively, the “Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 0.375. (ii) All such shares of Company Common Stock, when so convertedconverted pursuant to Section 3.1(b)(i), shall cease to be outstanding and shall automatically be canceled cancelled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case case, to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3. (iii) All shares of Company Common Stock held by the Company as treasury shares or by Parent or Merger Sub or by any wholly wholly-owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be canceled cancelled and retired and shall cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable thereforin exchange therefor (collectively, the “Cancelled Shares”).

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in clause (iii) of this Section 3.1(b))Excluded Shares and Non-Cancelled Shares, including but including, for the avoidance of doubt doubt, any shares of Company Common Stock outstanding immediately prior to Converted PSUs, the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, “Eligible Shares”) shall be converted into the right to receive from Parent that number of fully-fully paid and nonassessable shares of Parent Class A Common Stock, par value $.01 per share, of Parent (the “Parent Common Stock”) Stock equal to the Exchange Ratio (together with any cash to be paid in lieu of any fractional shares of Parent Class A Common Stock in accordance with Section 3.3(h), the “Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 0.3750.447. (ii) All such shares of Company Common Stock, when so converted, shall cease to be outstanding and shall automatically be canceled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, Consideration (including any cash to be paid in lieu of any fractional shares of Parent Class A Common Stock in accordance with Section 3.3(h)) and (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case to be issued or paid in consideration therefor upon the surrender exchange of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.33.3(a). (iii) All shares of Company Common Stock held by the Company as treasury shares or by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time and, in each case, not held on behalf of third parties (collectively, “Excluded Shares”) shall automatically be canceled and cease to exist as of the Effective Time, and no consideration shall be delivered in exchange therefor. All shares of Company Common Stock held by any direct or deliverable thereforindirect Subsidiary of the Company or Parent (other than Merger Sub) shall remain outstanding with appropriate adjustment to the number thereof to preserve the relative percentage interest in the Company represented by such shares (collectively, the “Non-Cancelled Shares”).

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in clause (iii) of this Section 3.1(bCancelled Shares and Dissenting Shares, each as defined below)), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, shall be converted into the right to receive (1) from Parent that number of validly issued, fully-paid and nonassessable shares of Common Stock, par value $.01 per share, of Parent (the “Parent Common Stock”) Stock equal to the Exchange Ratio (the “Merger Per Share Stock Consideration”) and (2) from Parent Manager (acting solely on its own behalf), as additional consideration, the Per Share Additional Manager Consideration. As used in this Agreement, “Exchange RatioMerger Consideration” means 0.375the Per Share Stock Consideration and the Per Share Additional Manager Consideration. (ii) All such shares of Company Common Stock, when so convertedconverted pursuant to Section 3.1(b)(i), shall cease to be outstanding and shall automatically be canceled cancelled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case case, to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3. (iii) All shares of Company Common Stock held by the Company as treasury shares or by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be canceled cancelled and retired and shall cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable thereforin exchange therefor (collectively, the “Cancelled Shares”).

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in clause Excluded Shares or Dissenting Shares) (iiithe “Eligible Shares”) of this Section 3.1(b)), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, shall be converted into the right to receive from Parent that number of validly issued, fully-paid and nonassessable shares of Common Stock, par value $.01 per share, of Parent (the “Parent Common Stock”) Stock equal to the Exchange Ratio (the “Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 0.3754.4259, as such number is adjusted pursuant to Section 3.1(c). (ii) All such shares of Company Common Stock, when so converted, shall cease to be outstanding and shall automatically be canceled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case to be issued or paid in consideration therefor upon the surrender exchange of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.33.3(a). (iii) All shares of Company Common Stock held by the Company (as treasury shares or otherwise) or by Parent or Merger Sub or by any wholly direct or indirect wholly-owned Subsidiary of Parentthe Company, Parent or Merger Sub or the Company immediately prior to the Effective Time and, in each case, not held on behalf of third parties (collectively, “Excluded Shares”) shall automatically be canceled and cease to exist as of the Effective Time, and no consideration shall be paid or delivered or deliverable in exchange therefor.

Capital Stock of the Company. At the First Merger Effective Time, by virtue of the First Merger and without any action on the part of Parent, US Holdings, Merger Sub 1, the Company, or any holder of any securities of Parent, US Holdings, Merger Sub 1, or the Company: (i) Subject to the other provisions of this Article ARTICLE III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), Stock issued and outstanding immediately prior to the First Merger Effective Time (excluding any shares of Company Common Stock described in clause Excluded Shares and any Appraisal Shares) (iiithe “Eligible Shares”) of this Section 3.1(b)), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, shall be converted automatically into the right to receive from Parent that number of fully-receive: (A) 0.5804 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of Parent Common Stock, par value $.01 per share, of Parent Shares (the “Parent Common StockShare Consideration”) equal to and (B) $10.00 in cash, without interest (the Exchange Ratio (“Cash Consideration,” and together with the Share Consideration, the “Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 0.375. (ii) All such shares of Company Common Stock, when so converted, Stock shall cease to be outstanding and shall automatically be canceled cancelled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time an Eligible Share shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock Shares in accordance with Section 3.3(h3.4(h), in each case to be issued or paid in consideration therefor upon the surrender exchange of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.33.4(b) and (C) any Post-Effective Time Dividends, in each case to be issued or paid in consideration therefor upon the exchange of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.4(f). (iii) All shares of Company Common Stock held by the Company as treasury shares or by Parent Parent, US Holdings Merger Sub 1 or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company 2 immediately prior to the First Merger Effective Time and, in each case, not held on behalf of third parties (collectively, “Excluded Shares”) shall automatically be canceled cancelled and cease to exist as of the First Merger Effective Time, and no consideration shall be delivered or deliverable in exchange therefor.

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each Each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), Stock issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares, and, to the extent set forth in Section 3.2, Company Incentive Awards) (such shares of Company Common Stock described in clause (iiiStock, the “Eligible Shares”) of this Section 3.1(b)), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to shall be converted automatically at the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, shall be converted into the right to receive from Parent that number of validly issued, fully-paid and nonassessable shares of Common Stock, par value $.01 per share, of Parent (the “Parent Common Stock”) Stock equal to the Exchange Ratio (the “Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 0.3750.0867. (ii) All such shares of Company Common StockEligible Shares, when so converted, shall cease to be outstanding and shall automatically be canceled and cease to exist. Each exist and each holder of a share of Company Common Stock an Eligible Share that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case to be issued or paid in consideration therefor upon the surrender exchange of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.33.3(a). (iii) All shares of Company Common Stock held by the Company as treasury shares or held by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time and, in each case, not held on behalf of third parties (collectively, “Excluded Shares”) shall automatically be canceled and cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable in exchange therefor.

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Class A Common Stock”), Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in clause clauses (iii) and (iv) of this Section 3.1(b)), including for the avoidance of doubt ) and any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, Dissenting Shares) shall automatically be converted into and shall thereafter represent solely the right to receive from Parent that number of fully-paid and nonassessable shares of Common Stock$11.00 in cash, par value $.01 per share, of Parent (the “Parent Common Stock”) equal to the Exchange Ratio without interest (the “Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 0.375. (ii) All such shares of Company Class A Common Stock, when so converted, Stock converted pursuant to Section 3.1(b)(i) shall cease to be outstanding and shall automatically be canceled and cease to exist. Each holder of a share of Company Class A Common Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash Consideration to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3. (iii) All shares of Company Common Stock Excluded Shares, other than the Xxxxxxx Class A Shares, held by the Company as treasury shares or by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be canceled and cease to exist as of the Effective Time, Time and no consideration Merger Consideration shall be delivered or deliverable therefor. (iv) Each Xxxxxxx Class A Share issued and outstanding immediately prior to the Effective Time shall be unchanged and shall remain issued and outstanding as common stock of the Surviving Corporation. (v) Each share of Company Class B Common Stock issued and outstanding immediately prior to the Effective Time, if any, shall be unchanged and shall remain issued and outstanding as common stock of the Surviving Corporation. (vi) Each share of Company Series A Preferred Stock issued and outstanding immediately prior to the Effective Time shall be unchanged and shall remain issued and outstanding as preferred stock of the Surviving Corporation.

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“"Company Common Stock”"), issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in clause (iii) of this Section 3.1(bCancelled Shares, as defined below)), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, shall be converted into the right to receive from Parent (A) that number of validly issued, fully-paid and nonassessable shares of Common Stock, par value $.01 per share, of Parent (the “Parent Common Stock”) Stock equal to the Exchange Ratio (the “"Per Share Stock Consideration") and (B) the Per Share Cash Consideration (the "Common Merger Consideration”"). As used in this Agreement, “"Exchange Ratio” " means 0.375a quotient (rounded to the nearest one ten-thousandth) determined by dividing (1) (x) the Company Adjusted Book Value Per Share, multiplied by (y) 96.75% by (2) (x) the Parent Adjusted Book Value Per Share, multiplied by (y) 94.20%, in each case as determined in accordance with Section 3.1(c) and as such number may be adjusted in accordance with Section 3.1(d). (ii) All such shares of Company Common Stock, when so convertedconverted pursuant to Section 3.1(b)(i), shall cease to be outstanding and shall automatically be canceled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall cease to have any rights with respect thereto, except the right to receive (A) the Common Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case case, to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3. (iii) Subject to the other provisions of this Article III, (A) each share of the Company's 7.75% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (the "Company Series A Preferred Stock"), issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive one newly issued share of Parent Series D Preferred Stock (the "Preferred Series D Merger Consideration") and (B) each share of the Company's 7.50% Series B Cumulative Redeemable Preferred Stock, $0.01 par value per share (the "Company Series B Preferred Stock" and, together with the Company Series A Preferred Stock, the "Company Preferred Stock"), issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive one newly issued share of Parent Series E Preferred Stock (the "Preferred Series E Merger Consideration" and, together with the Preferred Series D Merger Consideration, the "Preferred Merger Consideration"). (iv) All such shares of Company Preferred Stock, when so converted pursuant to Section 3.1(b)(iii), shall automatically be canceled and cease to exist. Each holder of a share of Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the applicable Preferred Merger Consideration therefor upon the surrender of such share of Company Preferred Stock in accordance with Section 3.3. (v) All shares of Company Common Stock held by the Company as treasury shares or by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable thereforin exchange therefor (collectively, the "Cancelled Shares").

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any shares of Time-Based Restricted Stock and Performance-Based Restricted Stock, that are not treated as shares of Company Common Stock described in clause (iiipursuant to Section 3.2(a) of this and Section 3.1(b)3.2(b), including for the avoidance respectively) (such shares of doubt Company Common Stock, together with any shares of Time-Based Restricted Stock and Performance-Based Restricted Stock which are treated as shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.23.2(a) and Section 3.2(b), the “Eligible Shares”) shall be converted into the right to receive from Parent that number of fully-paid and nonassessable shares of Common Stock, par value $.01 per share, of Parent (the “Parent Common Stock”) Stock equal to the Exchange Ratio (the “Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 0.3750.320. (ii) All such shares of Company Common Stock, when so converted, shall cease to be outstanding and shall automatically be canceled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case to be issued or paid in consideration therefor upon the surrender exchange of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.33.3(a). (iii) All shares of Company Common Stock held by the Company as treasury shares or by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Parent or Merger Sub or the Company immediately prior to the Effective Time and, in each case, not held on behalf of third parties (collectively, “Excluded Shares”) shall automatically be canceled and cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable in exchange therefor.

Capital Stock of the Company. (i) Subject to the other provisions of this Article IIIARTICLE II, each share of common stockstock of the Company, par value $0.01 per share, of the Company share (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in clause (iiiii) of this Section 3.1(b)2.1(b) and any Appraisal Shares), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time (x) that were issued upon the conversion of the 5% Mandatory Convertible Preferred Stock of the Company, par value $0.01 per share (the “5% Preferred Stock”) or (y) whose prior restrictions have lapsed pursuant to Section 3.22.4, shall be converted into the right to receive from Parent that number of fully-paid and nonassessable shares of Common Stock$25.25 in cash, par value $.01 per share, of Parent (the “Parent Common Stock”) equal to the Exchange Ratio without interest (the “Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 0.375. (ii) All such shares of Company Common Stock, when so converted, shall cease to be outstanding and shall automatically be canceled and cease to exist. Each holder of a share certificate previously representing any such shares of Company Common Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, . (Bii) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional All shares of Parent Common 5% Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding any shares described in accordance with clause (iii) of this Section 3.3(h2.1(b), ) shall remain outstanding and be entitled to the rights and privileges set forth in each case to be issued or paid in consideration therefor upon the surrender Certificate of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3Incorporation of the Company. (iii) All Subject to Section 5.14, all shares of Company Common Stock or 5% Preferred Stock held by the Company as treasury shares or by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company Company, in each case immediately prior to the Effective Time Time, shall automatically be canceled and cease to exist as of the Effective TimeTime without any conversion thereof, and no consideration shall be delivered or deliverable therefor.

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), Stock issued and outstanding immediately prior to the Merger Effective Time (excluding any shares of Company Common Stock described in clause (iiiExcluded Shares, the “Eligible Shares”) of this Section 3.1(b)), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, shall be converted into the right to receive from Parent that New PubCo a number of fully-fully paid and nonassessable shares of New PubCo Class A Common Stock, par value $.01 per share, of Parent (the “Parent Common Stock”) Stock equal to the Exchange Ratio (together with any cash to be paid in lieu of fractional shares of New PubCo Class A Common Stock in accordance with Section 3.5(h)), the “Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 0.3750.2000, as may be adjusted pursuant to Section 6.15. (ii) All such shares of Company Common Stock, when so converted, shall cease to be outstanding and shall automatically be canceled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Merger Effective Time shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, Consideration (including any cash to be paid in lieu of fractional shares of New PubCo Class A Common Stock in accordance with Section 3.5(h) and (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h3.5(g), in each case to be issued or paid in consideration therefor upon the surrender exchange of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.33.5(a). (iii) All shares of Company Common Stock held by the Company as treasury shares or by Parent New PubCo or C Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Merger Effective Time and, in each case, not held on behalf of third parties (collectively, “Excluded Shares”) shall automatically be canceled and cease to exist as of the Merger Effective Time, and no consideration shall be delivered or deliverable in exchange therefor.

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Class A Common Stock”), Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in clause clauses (iii) and (iv) of this Section 3.1(b)), including for the avoidance of doubt ) and any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, Dissenting Shares) shall automatically be converted into and shall thereafter represent solely the right to receive from Parent that number of fully-paid and nonassessable shares of Common Stock$11.00 in cash, par value $.01 per share, of Parent (the “Parent Common Stock”) equal to the Exchange Ratio without interest (the “Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 0.375. (ii) All such shares of Company Class A Common Stock, when so converted, Stock converted pursuant to Section 3.1(b)(i) shall cease to be outstanding and shall automatically be canceled and cease to exist. Each holder of a share of Company Class A Common Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash Consideration to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3. (iii) All shares of Company Common Stock Excluded Shares, other than the Maxxxxx Xlass A Shares, held by the Company as treasury shares or by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be canceled and cease to exist as of the Effective Time, Time and no consideration Merger Consideration shall be delivered or deliverable therefor. (iv) Each Maxxxxx Xlass A Share issued and outstanding immediately prior to the Effective Time shall be unchanged and shall remain issued and outstanding as common stock of the Surviving Corporation. (v) Each share of Company Class B Common Stock issued and outstanding immediately prior to the Effective Time, if any, shall be unchanged and shall remain issued and outstanding as common stock of the Surviving Corporation. (vi) Each share of Company Series A Preferred Stock issued and outstanding immediately prior to the Effective Time shall be unchanged and shall remain issued and outstanding as preferred stock of the Surviving Corporation.

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Class B Common Stock”), Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in clause (iii) of this Section 3.1(bCancelled Shares, as defined below)), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, shall be converted into the right to receive from Parent (x) that number of validly issued, fully-paid and nonassessable shares of Parent Class B-1 Common Stock, par value $.01 per share, of Parent (the “Parent Common Stock”) Stock equal to the B-1 Exchange Ratio, (y) that number of validly issued, fully-paid and nonassessable shares of Parent Class B-2 Common Stock equal to the B-2 Exchange Ratio, and (z) that number of validly issued, fully-paid and nonassessable shares of Parent Class B-3 Common Stock equal to the B-3 Exchange Ratio (the “Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 0.375. (ii) All such shares of Company Class B Common Stock, when so convertedconverted pursuant to Section 3.1(b)(i), shall cease to be outstanding and shall automatically be canceled cancelled and cease to exist. Each holder of a share of Company Class B Common Stock that was outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g3.2(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Class B Common Stock in accordance with Section 3.3(h3.2(h), in each case case, to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.33.2. (iii) All shares of Company Class B Common Stock held by the Company as treasury shares or by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be canceled cancelled and retired and shall cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable thereforin exchange therefor (collectively, the “Cancelled Shares”).

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each Each share of common stockCompany Common Stock and the associated right (the “Right”) to purchase Series B Junior Participating Preferred Stock, par value $0.01 0.10 per shareshare (“Company Series B Preferred Stock”), of the Company in accordance with the Company Rights Agreement (“references in this Agreement to shares of Company Common Stock”)Stock shall also be deemed to refer to the Rights associated therewith, as appropriate) issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in clause (iii) of this Section 3.1(b)), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, shall be converted into the right to receive from Parent that number of fully-paid and nonassessable shares of Common StockTWENTY NINE DOLLARS ($29.00) in cash, par value $.01 per share, of Parent without interest (the “Parent Common Stock”subject to any required withholding pursuant to Section 2.4(g)) equal to the Exchange Ratio (the “Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 0.375. (ii) All such shares of Company Common Stock, when so converted, shall cease to no longer be outstanding and shall automatically be canceled and retired and shall cease to exist. Each , and each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case Consideration to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, such certificates in accordance with Section 3.3. (iii) 2.4. All shares of Company Common Stock held by the Company as treasury shares or by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist as of the Effective Time, Time and no consideration shall be delivered or deliverable in exchange therefor. No stockholders of the Company shall be entitled to dissenter’s rights in connection with the Merger pursuant to the NRS or otherwise.