Common use of Conversion and Exchange of Shares Clause in Contracts

Conversion and Exchange of Shares. At the Effective Time, by virtue of the Merger: 1.2.1. Each share of Common Stock, par value $.01 per share, of the Company (including any associated preferred stock purchase rights) (shares of Common Stock together with the associated rights, the "Company Common Shares") and each share of Money Market Preferred Stock, par value $.01 per share, of the Company ("Company Money Market Preferred Shares") held by the Company as treasury stock or held by Parent or any Subsidiary of Parent or the Company immediately prior to the Effective Time (each, an "Excluded Share") shall be canceled and no payment of any consideration shall be made with respect to these shares. 1.2.2. Subject to Section 1.5, each Company Common Share outstanding immediately prior to the Effective Time, other than the Excluded Shares, shall be converted into and shall be canceled in exchange for the right to receive .835 (the "Exchange Ratio") American Depositary Shares of Parent ("Parent Depositary Shares"), each Parent Depositary Share representing five (5) ordinary shares of nominal value 10p each of Parent ("Parent Ordinary Shares"). Each holder of converted and canceled Company Common Shares shall have the right to elect to receive, in lieu of some or all of the Parent Depositary Shares the holder has the right to receive pursuant to the prior sentence, the Parent Ordinary Shares represented by the Parent Depositary Shares in respect of which this election is made. 1.2.3. Subject to Section 1.8, each Company Money Market Preferred Share outstanding immediately prior to the Effective Time, other than Company Money Market Preferred Shares constituting Excluded Shares, shall be converted into and shall be canceled in exchange for the right to receive from the Company (solely out of cash of its own on hand or out of its own borrowings), $115 in cash plus the amount of all dividends accrued and unpaid in respect of the Company Money Market Preferred Share as of the Closing Date, without interest thereon (the "Preferred Consideration"). 1.2.4. The Parent Depositary Shares issued in connection with the Merger shall be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Amended and Restated Deposit Agreement, dated as of October 24, 1995, among Parent, Citibank, N.A., as Depositary (the "Depositary"), and the holders and beneficial owners from time to time of Parent ADRs, as amended and restated in accordance with this Agreement as of the date on which the Effective Time occurs (the "Deposit Agreement"). As of the Effective Time, the Company shall be liable for all United Kingdom stamp duties, stamp duty reserve tax and other similar taxes and similar levies imposed in connection with the issuance or creation of the Parent Depositary Shares to be issued in the Merger and any Parent ADRs in connection therewith and any other United Kingdom stamp duty, stamp duty reserve tax or other similar United Kingdom governmental charge (or any interest or penalties thereon) that may be payable by Parent and the Company pursuant to the Deposit Agreement. The Company shall have the same obligation with respect to issuance of Parent Depositary Shares and Parent ADRs in connection with the exercise of any Company Stock Options outstanding as of the Effective Time that become exercisable for Parent Depositary Shares in accordance with Section 1.4.1. Subject to Section 1.3.3, no holder of Company Stock Options or Company Common Shares shall be obligated to pay any fee or other charge or expense to the Depositary, in connection with the issuance of Parent Ordinary Shares, Parent Depositary Shares or Parent ADRs pursuant to the Merger or Company Stock Options outstanding at the Effective Time, or the related Parent Certificates (as defined in Section 1.3.1). 1.2.5. At the Effective Time, all Company Common Shares and Company Money Market Preferred Shares shall no longer be outstanding, shall be canceled and retired and shall cease to exist, and each certificate (a "Common Certificate") formerly representing any Company Common Shares (other than Company Common Shares constituting Excluded Shares) shall thereafter represent only the right to receive Parent Depositary Shares (or at the election of the holder of canceled Company Common Shares, Parent Ordinary Shares) as provided in Section 1.2.2 and the right, if any, to receive cash in lieu of fractional interests in Parent Depositary Shares or Parent Ordinary Shares, as applicable, pursuant to Section 1.5 and any distribution or dividend pursuant to Section 1.3.6, in each case without interest, and each certificate (a "Preferred Certificate" and when referred to together with Common Certificates, the "Certificates") formerly representing any Company Money Market Preferred Shares (other than Company Money Market Preferred Shares constituting Excluded Shares) shall thereafter represent only the right to receive the Preferred Consideration with respect to each Company Money Market Preferred Share formerly represented by the Preferred Certificate. Subject to the contemplated amendments to the Deposit Agreement set forth in Section 3.20, the Parent Depositary Shares and Parent Ordinary Shares issued in accordance with this Article I shall be of the same class and shall have the same rights as the currently outstanding Parent Depositary Shares or the currently outstanding Parent Ordinary Shares, as applicable (it being understood that no dividends in respect of the year ended December 31, 1999 or any other dividend for which the record date is prior to the date of the Effective Time shall be paid in respect of the Parent Depositary Shares or Parent Ordinary Shares issued pursuant to this Article I). 1.2.6. Each share of common stock of Merger Sub, par value $0.01 per share, outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation. 1.2.7. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the Company changes the number of Company Common Shares or Company Money Market Preferred Shares, or Parent changes the number of Parent Ordinary Shares, issued and outstanding, in each case as a result of a stock split, reverse stock split, stock dividend, recapitalization or redenomination of share capital, or Parent changes the number of Parent Ordinary Shares represented by a Parent Depositary Share, the Exchange Ratio and/or the Preferred Consideration, as applicable, and other items dependent thereon shall be appropriately adjusted.

Conversion and Exchange of Shares. At As of the Effective Time, by virtue of the Merger: 1.2.1. Each share Merger and without any action on the part of Common Stockany holder of any shares of common stock, par value $.01 .0001 per share, of the Company (including any associated preferred stock purchase rights) (shares of Common Stock together with the associated rights, the "Company Common Shares") and each share of Money Market Preferred Stock, par value $.01 per share, of the Company ("Company Money Market Preferred Shares") held by the Company as treasury stock or held by Parent or any Subsidiary of Parent or the Company immediately prior to the Effective Time (each, an "Excluded Share") shall be canceled and no payment of any consideration shall be made with respect to these shares. 1.2.2. Subject to Section 1.5, each Company Common Share outstanding immediately prior to the Effective Time, other than the Excluded Shares, shall be converted into and shall be canceled in exchange for the right to receive .835 Network (the "Exchange Ratio") American Depositary Shares of Parent ("Parent Depositary SharesNetwork Common"), each Parent Depositary Share representing five Network, or IXC: (5a) ordinary All shares of nominal value 10p each of Parent ("Parent Ordinary Shares"). Each holder of converted and canceled Company Network Common Shares shall have the right to elect to receivewhich are held by Network, in lieu of some or all of the Parent Depositary Shares the holder has the right to receive pursuant to the prior sentence, the Parent Ordinary Shares represented by the Parent Depositary Shares in respect of which this election is made. 1.2.3. Subject to Section 1.8, each Company Money Market Preferred Share outstanding immediately prior to the Effective Time, other than Company Money Market Preferred Shares constituting Excluded Shares, shall be converted into and shall be canceled in exchange for the right to receive from the Company (solely out of cash of its own on hand or out of its own borrowings), $115 in cash plus the amount of all dividends accrued and unpaid in respect of the Company Money Market Preferred Share as of the Closing Date, without interest thereon (the "Preferred Consideration"). 1.2.4. The Parent Depositary Shares issued in connection with the Merger shall be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Amended and Restated Deposit Agreement, dated as of October 24, 1995, among Parent, Citibank, N.A., as Depositary (the "Depositary"), and the holders and beneficial owners from time to time of Parent ADRs, as amended and restated in accordance with this Agreement as of the date on which the Effective Time occurs (the "Deposit Agreement"). As of the Effective Time, the Company shall be liable for all United Kingdom stamp duties, stamp duty reserve tax and other similar taxes and similar levies imposed in connection with the issuance or creation of the Parent Depositary Shares to be issued in the Merger and any Parent ADRs in connection therewith and any other United Kingdom stamp duty, stamp duty reserve tax or other similar United Kingdom governmental charge (or any interest or penalties thereon) that may be payable by Parent and the Company pursuant to the Deposit Agreement. The Company shall have the same obligation with respect to issuance of Parent Depositary Shares and Parent ADRs in connection with the exercise of any Company Stock Options outstanding as of the Effective Time that become exercisable for Parent Depositary Shares in accordance with Section 1.4.1. Subject to Section 1.3.3, no holder of Company Stock Options or Company Common Shares shall be obligated to pay any fee or other charge or expense to the Depositary, in connection with the issuance of Parent Ordinary Shares, Parent Depositary Shares or Parent ADRs pursuant to the Merger or Company Stock Options outstanding at the Effective Time, or the related Parent Certificates (as defined in Section 1.3.1). 1.2.5. At the Effective Time, all Company Common Shares and Company Money Market Preferred Shares shall no longer be outstandingif any, shall be canceled and retired and shall cease to exist, exist and each certificate (a "Common Certificate") formerly representing any Company Common Shares (no stock of IXC or other than Company Common Shares constituting Excluded Shares) shall thereafter represent only the right to receive Parent Depositary Shares (or at the election of the holder of canceled Company Common Shares, Parent Ordinary Shares) as provided in Section 1.2.2 and the right, if any, to receive cash in lieu of fractional interests in Parent Depositary Shares or Parent Ordinary Shares, as applicable, pursuant to Section 1.5 and any distribution or dividend pursuant to Section 1.3.6, in each case without interest, and each certificate (a "Preferred Certificate" and when referred to together with Common Certificates, the "Certificates") formerly representing any Company Money Market Preferred Shares (other than Company Money Market Preferred Shares constituting Excluded Shares) shall thereafter represent only the right to receive the Preferred Consideration with respect to each Company Money Market Preferred Share formerly represented by the Preferred Certificate. Subject to the contemplated amendments to the Deposit Agreement set forth in Section 3.20, the Parent Depositary Shares and Parent Ordinary Shares issued in accordance with this Article I consideration shall be of the same class and shall have the same rights as the currently outstanding Parent Depositary Shares or the currently outstanding Parent Ordinary Shares, as applicable (it being understood that no dividends delivered in respect of the year ended December 31, 1999 or any other dividend for which the record date is prior to the date of the Effective Time shall be paid in respect of the Parent Depositary Shares or Parent Ordinary Shares issued pursuant to this Article I). 1.2.6exchange therefor. Each share of common stock of Merger Substock, par value $0.01 .01 per share, of Acquisition shall be canceled and retired and be converted into the right to receive one share of the Surviving Corporation's common stock. (b) Except as set forth in Section 2.1(a), each share of Network Common issued and outstanding immediately prior to the Effective Time shall be converted into one the right to receive 0.2998 shares (the "Exchange Ratio") of common stock, par value $.01 per share, of IXC (the "IXC Common") (the "Share Consideration"). (c) All warrants or rights to purchase shares of Network Common issued and outstanding immediately prior to the Effective Time (the "Warrants") shall be canceled and converted into the right to receive an option (a "New Warrant") to acquire shares of IXC Common equal to the number of shares of Network Common subject to purchase under such Warrant multiplied by the Exchange Ratio (the "Warrant Consideration"). Each New Warrant shall, other than to reflect the application of the Exchange Ratio, contain terms and conditions as are substantially similar to the terms and conditions as the Warrant exchanged therefor. The Warrant Consideration and the Share Consideration are referred to together herein as the "Merger Consideration". (d) Notwithstanding Section 2.1(b) and (c), no fractional share of common stock IXC Common shall be issued in the Merger, whether as a part of the Share Consideration or Warrant Consideration. In lieu thereof, any person who would have received a fractional share of less than one-half will have such fractional share rounded down to the prior whole share number and any person who would have received a fractional share of one-half or more shall have such fractional share rounded up to the next whole share number. If the application of the Exchange Ratio to any Warrant would result in a New Warrant being issued to acquire any fractional share, such fractional share shall likewise be rounded up or down, as applicable. (e) Network acknowledges and represents that 313,000 shares of Network Common issued to Michxxx Xxxx xxx held in escrow are included in the 13,393,678 shares of Network Common outstanding and that any release of such shares from such escrow, whether to Mr. Xxxx, Xxtwork, or the Surviving Corporation, will have no effect whatsoever on the Exchange Ratio. 1.2.7. (f) In the event thatof any reclassification, subsequent recapitalization or stock split with respect to IXC Common (or if a record date with respect to any of the date of this Agreement but foregoing should occur) prior to the Effective Time, the Company changes the number of Company Common Shares or Company Money Market Preferred Sharesappropriate and proportionate adjustments, or Parent changes the number of Parent Ordinary Sharesif any, issued and outstanding, in each case as a result of a stock split, reverse stock split, stock dividend, recapitalization or redenomination of share capital, or Parent changes the number of Parent Ordinary Shares represented by a Parent Depositary Share, shall be made to the Exchange Ratio and/or and all references to the Preferred Consideration, as applicable, and other items dependent thereon Exchange Ratio in this Agreement shall be appropriately deemed to be the Exchange Ratio as so adjusted.

Conversion and Exchange of Shares. At As of the Effective Time, by virtue of the Merger: 1.2.1. Each share Merger and without any action on the part of Common Stockany holder of any shares of common stock, par value $.01 .0001 per share, of the Company (including any associated preferred stock purchase rights) (shares of Common Stock together with the associated rights, the "Company Common Shares") and each share of Money Market Preferred Stock, par value $.01 per share, of the Company ("Company Money Market Preferred Shares") held by the Company as treasury stock or held by Parent or any Subsidiary of Parent or the Company immediately prior to the Effective Time (each, an "Excluded Share") shall be canceled and no payment of any consideration shall be made with respect to these shares. 1.2.2. Subject to Section 1.5, each Company Common Share outstanding immediately prior to the Effective Time, other than the Excluded Shares, shall be converted into and shall be canceled in exchange for the right to receive .835 Network (the "Exchange Ratio") American Depositary Shares of Parent ("Parent Depositary SharesNetwork Common"), each Parent Depositary Share representing five Network, or IXC: (5a) ordinary All shares of nominal value 10p each of Parent ("Parent Ordinary Shares"). Each holder of converted and canceled Company Network Common Shares shall have the right to elect to receivewhich are held by Network, in lieu of some or all of the Parent Depositary Shares the holder has the right to receive pursuant to the prior sentence, the Parent Ordinary Shares represented by the Parent Depositary Shares in respect of which this election is made. 1.2.3. Subject to Section 1.8, each Company Money Market Preferred Share outstanding immediately prior to the Effective Time, other than Company Money Market Preferred Shares constituting Excluded Shares, shall be converted into and shall be canceled in exchange for the right to receive from the Company (solely out of cash of its own on hand or out of its own borrowings), $115 in cash plus the amount of all dividends accrued and unpaid in respect of the Company Money Market Preferred Share as of the Closing Date, without interest thereon (the "Preferred Consideration"). 1.2.4. The Parent Depositary Shares issued in connection with the Merger shall be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Amended and Restated Deposit Agreement, dated as of October 24, 1995, among Parent, Citibank, N.A., as Depositary (the "Depositary"), and the holders and beneficial owners from time to time of Parent ADRs, as amended and restated in accordance with this Agreement as of the date on which the Effective Time occurs (the "Deposit Agreement"). As of the Effective Time, the Company shall be liable for all United Kingdom stamp duties, stamp duty reserve tax and other similar taxes and similar levies imposed in connection with the issuance or creation of the Parent Depositary Shares to be issued in the Merger and any Parent ADRs in connection therewith and any other United Kingdom stamp duty, stamp duty reserve tax or other similar United Kingdom governmental charge (or any interest or penalties thereon) that may be payable by Parent and the Company pursuant to the Deposit Agreement. The Company shall have the same obligation with respect to issuance of Parent Depositary Shares and Parent ADRs in connection with the exercise of any Company Stock Options outstanding as of the Effective Time that become exercisable for Parent Depositary Shares in accordance with Section 1.4.1. Subject to Section 1.3.3, no holder of Company Stock Options or Company Common Shares shall be obligated to pay any fee or other charge or expense to the Depositary, in connection with the issuance of Parent Ordinary Shares, Parent Depositary Shares or Parent ADRs pursuant to the Merger or Company Stock Options outstanding at the Effective Time, or the related Parent Certificates (as defined in Section 1.3.1). 1.2.5. At the Effective Time, all Company Common Shares and Company Money Market Preferred Shares shall no longer be outstandingif any, shall be canceled and retired and shall cease to exist, exist and each certificate (a "Common Certificate") formerly representing any Company Common Shares (no stock of IXC or other than Company Common Shares constituting Excluded Shares) shall thereafter represent only the right to receive Parent Depositary Shares (or at the election of the holder of canceled Company Common Shares, Parent Ordinary Shares) as provided in Section 1.2.2 and the right, if any, to receive cash in lieu of fractional interests in Parent Depositary Shares or Parent Ordinary Shares, as applicable, pursuant to Section 1.5 and any distribution or dividend pursuant to Section 1.3.6, in each case without interest, and each certificate (a "Preferred Certificate" and when referred to together with Common Certificates, the "Certificates") formerly representing any Company Money Market Preferred Shares (other than Company Money Market Preferred Shares constituting Excluded Shares) shall thereafter represent only the right to receive the Preferred Consideration with respect to each Company Money Market Preferred Share formerly represented by the Preferred Certificate. Subject to the contemplated amendments to the Deposit Agreement set forth in Section 3.20, the Parent Depositary Shares and Parent Ordinary Shares issued in accordance with this Article I consideration shall be of the same class and shall have the same rights as the currently outstanding Parent Depositary Shares or the currently outstanding Parent Ordinary Shares, as applicable (it being understood that no dividends delivered in respect of the year ended December 31, 1999 or any other dividend for which the record date is prior to the date of the Effective Time shall be paid in respect of the Parent Depositary Shares or Parent Ordinary Shares issued pursuant to this Article I). 1.2.6exchange therefor. Each share of common stock of Merger Substock, par value $0.01 .01 per share, of Acquisition shall be canceled and retired and be converted into the right to receive one share of the Surviving Corporation's common stock. (b) Except as set forth in Section 2.1(a), each share of Network Common issued and outstanding immediately prior to the Effective Time shall be converted into one the right to receive 0.2998 shares (the "Exchange Ratio") of common stock, par value $.01 per share, of IXC (the "IXC Common") (the "Share Consideration"). (c) All warrants or rights to purchase shares of Network Common issued and outstanding immediately prior to the Effective Time (the "Warrants") shall be canceled and converted into the right to receive an option (a "New Warrant") to acquire shares of IXC Common equal to the number of shares of Network Common subject to purchase under such Warrant multiplied by the Exchange Ratio (the "Warrant Consideration"). Each New Warrant shall, other than to reflect the application of the Exchange Ratio, contain terms and conditions as are substantially similar to the terms and conditions as the Warrant exchanged therefor. The Warrant Consideration and the Share Consideration are referred to together herein as the "Merger Consideration". (d) Notwithstanding Section 2.1(b) and (c), no fractional share of common stock IXC Common shall be issued in the Merger, whether as a part of the Share Consideration or Warrant Consideration. In lieu thereof, any person who would have received a fractional share of less than one-half will have such fractional share rounded down to the prior whole share number and any person who would have received a fractional share of one-half or more shall have such fractional share rounded up to the next whole share number. If the application of the Exchange Ratio to any Warrant would result in a New Warrant being issued to acquire any fractional share, such fractional share shall likewise be rounded up or down, as applicable. (e) Network acknowledges and represents that 313,000 shares of Network Common issued to Xxxxxxx Xxxx and held in escrow are included in the 13,393,678 shares of Network Common outstanding and that any release of such shares from such escrow, whether to Xx. Xxxx, Network, or the Surviving Corporation, will have no effect whatsoever on the Exchange Ratio. 1.2.7. (f) In the event thatof any reclassification, subsequent recapitalization or stock split with respect to IXC Common (or if a record date with respect to any of the date of this Agreement but foregoing should occur) prior to the Effective Time, the Company changes the number of Company Common Shares or Company Money Market Preferred Sharesappropriate and proportionate adjustments, or Parent changes the number of Parent Ordinary Sharesif any, issued and outstanding, in each case as a result of a stock split, reverse stock split, stock dividend, recapitalization or redenomination of share capital, or Parent changes the number of Parent Ordinary Shares represented by a Parent Depositary Share, shall be made to the Exchange Ratio and/or and all references to the Preferred Consideration, as applicable, and other items dependent thereon Exchange Ratio in this Agreement shall be appropriately deemed to be the Exchange Ratio as so adjusted.