Common use of Conversion of Capital Stock Clause in Contracts

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub: (a) Each share of Company Common Stock held by the Company as treasury stock or held by any Subsidiary of the Company immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (b) Each share of Company Common Stock held by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (c) Each other share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into and become exchangeable for 0.2016 (the “Exchange Ratio”) shares of Parent Common Stock (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration and any other amounts, if any, to be paid in accordance with Section 2.3, without interest. (d) Each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall remain outstanding and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (e) The Merger Consideration shall be adjusted to fully reflect the appropriate effect of any stock split, reverse stock split, stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change with respect to the Company Common Stock or Parent Common Stock having a record date occurring on or after the date of this Agreement and prior to the Effective Time; provided, however, that no such adjustment shall be made with respect to the Spin-Off.

Conversion of Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub: (ai) Each share of Company Common Stock held by the Company as treasury stock or held by any Subsidiary common stock, par value $0.00001 per share, of the Company immediately prior to (such shares, collectively, the Effective Time shall be cancelled, “Shares”) issued and no payment shall be made with respect thereto. (b) Each share of Company Common Stock held by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (c) Each other share of Company Common Stock outstanding immediately prior to the Effective Time (other than Shares to be cancelled in accordance with Section 2.1(a)(ii)) shall thereupon be converted automatically into and become exchangeable for 0.2016 shall thereafter represent the right of the holder of such Share (the “Exchange RatioMerger Shareholder”) shares of Parent Common Stock to receive $24.00 in cash, without interest (the “Merger Consideration”). As of the Effective Time, all each such shares of Company Common Stock Share shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right of the Merger Shareholder to receive the Merger Consideration and any other amounts, if any, in respect of such Share to be issued or paid in accordance with Section 2.3, without interest. (dii) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent, Merger Sub, or any wholly-owned Subsidiary of the Company immediately prior to the Effective Time shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (iii) Each share of common stock stock, no par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding be converted into and shall constitute become one validly issued, fully paid and non-assessable share of common stock, no par value per share, of the only Surviving Corporation. (b) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Surviving Corporation. Company, or securities convertible into or exchangeable into or exercisable for shares of such capital stock, shall occur as a result of any reclassification, recapitalization, stock split (eincluding a reverse stock split) The or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period (excluding, in each case, normal quarterly cash dividends), merger or other similar transaction, the Merger Consideration shall be adjusted equitably adjusted, without duplication, to fully reflect the appropriate effect of any stock split, reverse stock split, stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change with respect to the Company Common Stock or Parent Common Stock having a record date occurring on or after the date of this Agreement and prior to the Effective Time; provided, however, that no such adjustment shall be made with respect to the Spin-Offchange.

Conversion of Capital Stock. At the Effective Time, Time and by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub Purchaser or the holders of any shares of capital stock of the Company, Parent PurchaserSub or Merger Subtheir respective equityholders: (a) Each share of Company Common Stock held by the Company as treasury PurchaserSub’s common stock or held by any Subsidiary of the Company outstanding immediately prior to the Effective Time shall be cancelledconverted into one validly issued, fully paid and no payment shall be made with respect theretononassessable share of common stock of the Surviving Corporation. (b) Each share of Company Common Stock held by ParentExcept as otherwise provided in Section 1.04(e), Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (c) Each other each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into and become exchangeable for 0.2016 into: 1. the right to receive $35.30 in cash (the “Exchange RatioPer Share Merger Consideration”) shares as adjusted pursuant to Sections 1.04(c) and (d) below; and 2. if the Per Share Merger Consideration has been adjusted pursuant to Section 1.04(d) below, the right to receive an amount in cash equal to the Per Share Care Meridian Adjustment Amount upon distribution of Parent the Escrow Account in accordance with the terms of the Escrow Agreement. The aggregate of such cash consideration to be received in respect of the Company Common Stock (is referred to herein as the “Merger Consideration”). As of the Effective Time, all .” All such shares of Company Common Stock Stock, when so converted pursuant to this Section 1.04(b), shall no longer be outstanding and outstanding, shall automatically be cancelled canceled and retired and shall cease to exist. Each holder of Company Common Stock so converted shall cease to have any rights with respect thereto, and shall thereafter only represent except the right to receive the Merger Consideration and any other amounts, if any, to be paid in accordance with Section 2.3receive, without interest, the applicable Merger Consideration. (dc) Each share of common stock of Merger Sub outstanding immediately Immediately prior to the Effective Time shall remain outstanding and shall constitute Time, the only outstanding shares of capital stock of the Surviving Corporation. (e) The Per Share Merger Consideration shall be adjusted by adding to fully reflect it the appropriate effect Per Share Expense Adjustment (whether positive or negative). As used in this Agreement, “Per Share Expense Adjustment” means the result of any stock split(i) $2.77, reverse stock splitminus (ii) the result of the amount of the Transaction Related Expenses reflected on the certificate delivered and, stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stockas the case may be, or any reorganization, recapitalization, reclassification or other like change with respect to revised by the Company Common Stock or Parent Common Stock having a record date occurring on or after the date of this Agreement and prior pursuant to the Effective Time; providedSection 1.01(e), however, that no such adjustment shall be made with respect to the Spin-Offdivided by 11,672,957.867.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any securities of the Company or common stock, par value $0.01 per share, of Purchaser (the “Purchaser Common Stock”), the manner and basis of converting the Shares and the Purchaser Common Stock shall be as follows: (a) Each issued and outstanding share of Purchaser Common Stock shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation, which will constitute the only issued and outstanding shares of capital stock of the Company, Parent or Merger Sub: (a) Each share of Company Common Stock held by the Company as treasury stock or held by any Subsidiary of the Company Surviving Corporation immediately prior to after the Effective Time shall be cancelled, and no payment shall be made with respect theretoTime. (b) Each share of Company Common Stock held All Shares that are owned by Parent, Merger Sub Purchaser or any other Subsidiary of Parent immediately prior to the Effective Time their respective Subsidiaries shall be cancelledcancelled and shall cease to exist, and no payment consideration shall be made with respect theretodelivered in exchange therefor. (c) Each issued and outstanding Share (other share of Company Common Stock outstanding immediately prior than Shares to the Effective Time be cancelled in accordance with Section 3.1(b) and other than Dissenting Shares) shall be converted into and become exchangeable for 0.2016 (the “Exchange Ratio”) shares of Parent Common Stock right to receive the Offer Price, payable to the holder thereof in cash, without interest (the “Merger Consideration”). As of From and after the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter only represent cease to have any rights with respect thereto, other than the right to receive the Merger Consideration and any other amounts, if any, to be paid therefor upon the surrender of such certificate in accordance with Section 2.33.2, without interestinterest thereon. (d) Each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall remain outstanding and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (e) The Merger Consideration shall be adjusted appropriately to fully reflect the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock), or any cash dividend, reorganization, recapitalization, reclassification reclassification, combination or other like change with respect to the Company Common Stock or Parent Common Stock having a record date occurring on or after the date of this Agreement and prior to the Effective Time; provided, however, provided that no such adjustment nothing in this Section 3.1(d) shall be made construed to permit the Company to take any action with respect to its securities that is prohibited by the Spin-Offterms of this Agreement.

Conversion of Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Subdescribed below: (a) Each share All shares of Company Common Stock of Stone, par value $.01 per share (“Stone Shares”), that are held by the Company as in Stone’s treasury stock or held by any Subsidiary of the Company immediately prior to the Effective Time shall be cancelled, canceled and cease to exist and no payment cash, shares of Wave’s common stock, no par value (the “Wave Common Shares”), or other consideration shall be made with respect theretodelivered in exchange therefor. (b) Each share of Company Common Stock held by Parent, Merger Sub or any issued and outstanding Stone Share (other Subsidiary of Parent immediately prior to the Effective Time shall be cancelled, and no payment shall be made than Stone Shares treated in accordance with respect thereto. (cSection 3.1(a)) Each other share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into and become exchangeable for 0.2016 the right to receive one (such one-for-one ratio, the “Exchange Ratio”) shares Wave Common Share (the “Stock Consideration”). All such Stone Shares, when so converted, shall automatically be retired, shall cease to be outstanding and shall automatically be cancelled, and the holder of Parent Common a certificate (“Stock Certificate”) that, immediately prior to the Effective Time, represented Stone Shares shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of such Stock Certificate in accordance with Section 3.2: (i) the applicable Stock Consideration, and (ii) certain dividends and other distributions under Section 3.1(d), in each case without interest (collectively, the “Merger Consideration”). As of Notwithstanding the foregoing, if between the date hereof and the Effective TimeTime the Wave Common Shares or Stone Shares shall have been changed into a different number of shares or a different class, all because of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Exchange Ratio shall be correspondingly adjusted to reflect such shares stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration and any other amounts, if any, to be paid in accordance with Section 2.3, without interestshares. (dc) Each share of common stock of The Merger Sub shall not affect any Wave Common Share issued and outstanding immediately prior to the Effective Time. (d) No dividends or other distributions declared or made after the Effective Time with a record date after the Effective Time shall remain outstanding be paid to the holder of any un-surrendered Stock Certificate with respect to the applicable Merger Consideration represented thereby until the holder of record of such Stock Certificate has surrendered such Stock Certificate in accordance with Section 3.2. Subject to the effect of applicable laws (including escheat and shall constitute abandoned property laws), following surrender of any such Stock Certificate, the only outstanding shares of capital stock record holder of the Surviving Corporationcertificate or certificates representing the Merger Consideration issued in exchange therefor shall be paid without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to Merger Consideration, and (ii) if the payment date for any dividend or distribution payable with respect to Merger Consideration has not occurred prior to the surrender of such Stock Certificate, at the appropriate payment date therefor, the amount of dividends or other distributions with a record date after the Effective Time but prior to the surrender of such Stock Certificate and a payment date subsequent to the surrender of such Stock Certificate. (e) The All Merger Consideration issued upon the surrender of Stock Certificates in accordance with the terms hereof shall be adjusted deemed to fully reflect have been issued in full satisfaction of all rights pertaining to such Stock Certificates and the appropriate effect of any stock splitStone Shares formerly represented thereby, reverse stock split, stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change with respect to the Company Common Stock or Parent Common Stock having a record date occurring on or and from and after the date Effective Time there shall be no further registration of this Agreement and transfers effected on the stock transfer books of the Surviving Corporation of Stone Shares which were outstanding immediately prior to the Effective Time; provided. If, howeverafter the Effective Time, that no such adjustment Stock Certificates are presented to the Surviving Corporation for any reason, they shall be made with respect to the Spin-Offcanceled and exchanged as provided in this ARTICLE III.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub: (a) Each share of Company Common Stock held by the Company as treasury stock or held by any Subsidiary of the Company immediately prior to the Effective Time shall be cancelled, Share issued and no payment shall be made with respect thereto. (b) Each share of Company Common Stock held by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (c) Each other share of Company Common Stock outstanding immediately prior to the Effective Time (other than Shares to be canceled in accordance with Section 3.1(b) and any Dissenting Shares) shall thereupon be converted automatically into and become exchangeable for 0.2016 (shall thereafter represent the “Exchange Ratio”) shares of Parent Common Stock right to receive $0.457 in cash, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration and any other amounts, if any, to be issued or paid in accordance with Section 2.33.3, without interest. (db) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent, Merger Sub or any wholly owned Subsidiary of the Company immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding be converted into and shall constitute become one validly issued, fully paid and non-assessable share of common stock, no par value per share, of the only Surviving Corporation. (d) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Surviving Corporation. Company, or securities convertible into or exchangeable into or exercisable for shares of such capital stock, shall occur as a result of any reclassification, recapitalization, stock split (eincluding a reverse stock split) The or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period (excluding, in each case, normal quarterly cash dividends), merger or other similar transaction, the Merger Consideration shall be adjusted equitably adjusted, without duplication, to fully reflect such change; provided, that nothing in this Section 3.1(d) shall be construed to permit the appropriate effect of Company to take any stock split, reverse stock split, stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change action with respect to its securities that is prohibited by the Company Common Stock or Parent Common Stock having a record date occurring on or after the date terms of this Agreement and prior to the Effective Time; provided, however, that no such adjustment shall be made with respect to the Spin-OffAgreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub: (a) Each share of Company Common Stock held by the Company as treasury stock or held by any Subsidiary of the Company immediately prior to the Effective Time shall be cancelled, Share issued and no payment shall be made with respect thereto. (b) Each share of Company Common Stock held by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (c) Each other share of Company Common Stock outstanding immediately prior to the Effective Time (other than Shares to be canceled in accordance with Section 3.1(b) and any Dissenting Shares) shall thereupon be converted automatically into and become exchangeable for 0.2016 (shall thereafter represent the “Exchange Ratio”) shares of Parent Common Stock right to receive $0.457 in cash, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration and any other amounts, if any, to be issued or paid in accordance with Section 2.33.3, without interest. (db) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent, Merger Sub or any wholly owned Subsidiary of the Company immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding be converted into and shall constitute become one validly issued, fully paid and non-assessable share of common stock, no par value per share, of the only Surviving Corporation. (d) If at any time during the period between the date of the Original Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Surviving Corporation. Company, or securities convertible into or exchangeable into or exercisable for shares of such capital stock, shall occur as a result of any reclassification, recapitalization, stock split (eincluding a reverse stock split) The or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period (excluding, in each case, normal quarterly cash dividends), merger or other similar transaction, the Merger Consideration shall be adjusted equitably adjusted, without duplication, to fully reflect such change; provided, that nothing in this Section 3.1(d) shall be construed to permit the appropriate effect of Company to take any stock split, reverse stock split, stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change action with respect to its securities that is prohibited by the Company Common Stock or Parent Common Stock having a record date occurring on or after the date terms of this Agreement and prior to the Effective Time; provided, however, that no such adjustment shall be made with respect to the Spin-OffAgreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub: (a) Each share of Company Common Stock held by the Company as treasury stock or held by any Subsidiary of the Company immediately prior to the Effective Time shall be cancelled, Share issued and no payment shall be made with respect thereto. (b) Each share of Company Common Stock held by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (c) Each other share of Company Common Stock outstanding immediately prior to the Effective Time (other than (i) any Excluded Shares and (ii) any Dissenting Shares) shall thereupon be converted automatically into and become exchangeable for 0.2016 (shall thereafter represent the “Exchange Ratio”) shares of Parent Common Stock right to receive the Offer Price in cash, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration and any other amountsConsideration, if any, to be paid in accordance with Section 2.33.3, without interest. (db) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time (in each case, other than any such Shares held on behalf of third parties) (collectively, “Excluded Shares”) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding be converted into and shall constitute become one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the only Surviving Corporation. (d) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Surviving Corporation. Company, or securities convertible into or exchangeable into or exercisable for shares of such capital stock, shall occur as a result of any reclassification, recapitalization, stock split (eincluding a reverse stock split) The or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, merger or other similar transaction, the Merger Consideration shall be adjusted equitably adjusted, without duplication, to fully reflect the appropriate effect of any stock split, reverse stock split, stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change with respect to the Company Common Stock or Parent Common Stock having a record date occurring on or after the date of this Agreement and prior to the Effective Time; provided, however, that no such adjustment shall be made with respect to the Spin-Offchange.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub: (a) Each share of Company Common Stock held by the Company as treasury stock or held by any Subsidiary common stock, par value $0.0001 per share, of the Company immediately prior to (such shares, collectively, the Effective Time shall be cancelled, “Shares”) issued and no payment shall be made with respect thereto. (b) Each share of Company Common Stock held by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (c) Each other share of Company Common Stock outstanding immediately prior to the Effective Time (including any Shares resulting from the settlement of Company RSUs which become vested as a result of the consummation of the Merger, but excluding (i) any Excluded Shares and (ii) any Dissenting Shares) shall thereupon be converted automatically into and become exchangeable shall thereafter represent the right to receive $24.67 in cash, without interest, and subject to deduction for 0.2016 (the “Exchange Ratio”) shares of Parent Common Stock any required withholding Tax (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration and any other amountsConsideration, if any, to be paid in accordance with Section 2.3, without interest. (db) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time (collectively, “Excluded Shares”) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding be converted into and shall constitute become one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the only Surviving Corporation. (d) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Surviving Corporation. Company shall occur as a result of any reclassification, recapitalization, stock split (eincluding a reverse stock split) The or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, merger or other similar transaction, the Merger Consideration shall be equitably adjusted so as to fully reflect provide Parent and the appropriate holder of Shares the same economic effect of as contemplated by this Agreement prior to such event; provided, that nothing in this Section 2.1(d) shall be construed to permit the Company to take any stock split, reverse stock split, stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change action with respect to its securities that is prohibited by the Company Common Stock or Parent Common Stock having a record date occurring on or after the date terms of this Agreement and prior to the Effective Time; provided, however, that no such adjustment shall be made with respect to the Spin-OffAgreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub: (a) Each share of Company Common Stock held by the Company as treasury stock or held by any Subsidiary common stock, par value $0.1167 per share, of the Company immediately prior to (such shares, collectively, the Effective Time shall be cancelled, “Shares”) issued and no payment shall be made with respect thereto. (b) Each share of Company Common Stock held by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (c) Each other share of Company Common Stock outstanding immediately prior to the Effective Time (other than Shares to be cancelled in accordance with Section 2.1(b)) shall thereupon be converted automatically into and become exchangeable shall thereafter represent the right to receive $23.00 in cash, without interest, and subject to deduction for 0.2016 (the “Exchange Ratio”) shares of Parent Common Stock any required withholding Tax (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration and any other amounts, if any, to be issued or paid in accordance with Section 2.3, without interest. (db) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent, Merger Sub or any wholly owned Subsidiary of the Company, Parent or Merger Sub immediately prior to the Effective Time (in each case, other than any such Shares held on behalf of third parties) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding be converted into and shall constitute become one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the only Surviving Corporation. (d) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Surviving Corporation. Company, or securities convertible into or exchangeable into or exercisable for shares of such capital stock, shall occur as a result of any reclassification, recapitalization, stock split (eincluding a reverse stock split) The or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period (excluding, in each case, normal quarterly cash dividends), merger or other similar transaction, the Merger Consideration shall be adjusted equitably adjusted, without duplication, to fully reflect the appropriate effect of any stock split, reverse stock split, stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change with respect to the Company Common Stock or Parent Common Stock having a record date occurring on or after the date of this Agreement and prior to the Effective Timesuch change; provided, however, that no such adjustment nothing in this Section 2.1(d) shall be made with respect construed to the Spin-Offpermit or authorize any party hereto to effect any such change that it is not otherwise authorized or permitted to undertake pursuant to, or that is otherwise prohibited by, this Agreement.

Conversion of Capital Stock. At the Reorganization Effective Time, Time and by virtue of the Reorganization Merger and without any action on the part of the CompanyTeam, Parent, Merger Sub Team MergerSub or the holders of any shares of capital stock of the Company, Parent Team Finance or Merger Subtheir respective equity holders: (a) Each share of Company Common Stock held by the Company as treasury stock or held by any Subsidiary common stock, no par value share, of the Company Team MergerSub outstanding immediately prior to the Reorganization Effective Time shall be cancelledconverted into one validly issued, fully paid and no payment shall be made with respect theretonon-assessable share of common stock of the Surviving Corporation. (b) Each share of Company Common Stock held by ParentStock, Merger Sub or any other Subsidiary no par value per share, of Parent Team (each, a “Team Common Share”) outstanding immediately prior to the Reorganization Effective Time held by the Company shall be cancelledcanceled and retired and shall cease to exist, and no payment shall be made with in respect theretothereof. (c) Each other share of Company Except as otherwise provided in Sections 1.04(d) and (e), each Team Common Stock Share outstanding immediately prior to the Reorganization Effective Time held by any Person other than the Company (each a “Team Converting Holder”) shall be converted into and become exchangeable for 0.2016 the right to receive one (1) Company Common Unit. The Company Common Units issued pursuant to this Section 1.04(c) are referred to herein as the “Exchange Ratio”) shares of Parent Common Stock (the “Reorganization Merger Consideration”.” All such Team Common Shares, when so converted pursuant to this Section 1.04(c). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and outstanding, shall automatically be cancelled canceled and retired and shall cease to exist. Each holder of Team Common Shares converted pursuant to this Section 1.04(c) shall cease to have any rights with respect thereto, except the right to receive, without interest, the applicable Reorganization Merger Consideration. (d) Each Team Common Share held by Team as treasury stock immediately prior to the Reorganization Effective Time shall automatically be canceled and retired and shall cease to exist, and no payment shall thereafter only represent the right to receive the Merger Consideration and any other amounts, if any, to be paid made in accordance with Section 2.3, without interestrespect thereof. (de) Each share Team Common Share owned by any Subsidiary of common stock of Merger Sub outstanding Team immediately prior to the Reorganization Effective Time shall remain outstanding automatically be converted into one validly issued, fully paid and shall constitute the only outstanding shares non-assessable share of capital common stock of the Surviving Corporation. (e) The Merger Consideration shall be adjusted to fully reflect the appropriate effect of any stock split, reverse stock split, stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change with respect to the Company Common Stock or Parent Common Stock having a record date occurring on or after the date of this Agreement and prior to the Effective Time; provided, however, that no such adjustment shall be made with respect to the Spin-Off.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub: (a) Each share of Company Common Stock held by the Company as treasury stock or held by any Subsidiary of the Company immediately prior to the Effective Time shall be cancelled, Share issued and no payment shall be made with respect thereto. (b) Each share of Company Common Stock held by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (c) Each other share of Company Common Stock outstanding immediately prior to the Effective Time (other than (i) any Excluded Shares and (ii) any Dissenting Shares) shall thereupon be converted automatically into and become exchangeable for 0.2016 (shall thereafter represent the “Exchange Ratio”) shares of Parent Common Stock right to receive the Offer Price (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration and any other amountsConsideration, if any, to be paid in accordance with Section 2.33.3, without interest. (db) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time (collectively, “Excluded Shares”) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding be converted into and shall constitute become one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the only Surviving Corporation. (d) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Surviving Corporation. Company, or securities convertible into or exchangeable into or exercisable for shares of such capital stock, shall occur as a result of any reclassification, recapitalization, stock split (eincluding a reverse stock split) The or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period (excluding, in each case, normal quarterly cash dividends), merger or other similar transaction, the Merger Consideration shall be equitably adjusted so as to fully reflect provide Parent and the appropriate holders of Shares the same economic effect of as contemplated by this Agreement prior to such event; provided, that nothing in this Section 3.1(d) shall be construed to permit the Company to take any stock split, reverse stock split, stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change action with respect to its securities that is prohibited by the Company Common Stock or Parent Common Stock having a record date occurring on or after the date terms of this Agreement and prior to the Effective Time; provided, however, that no such adjustment shall be made with respect to the Spin-OffAgreement.

Conversion of Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub Acquisition Sub, the Company or the holders any holder of any shares of capital stock of the Company, Parent or Merger SubCompany Common Stock: (ai) Each share of Company Common Stock held by the Company as treasury stock or held by any Subsidiary of the Company immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (b) Each share such shares of Company Common Stock held by ParentStock, Merger Sub or any other Subsidiary of Parent immediately prior to collectively, the Effective Time shall be cancelled, “Shares”) issued and no payment shall be made with respect thereto. (c) Each other share of Company Common Stock outstanding immediately prior to the Effective Time Time, shall be automatically canceled and converted into and become exchangeable for 0.2016 (the “Exchange Ratio”) shares right to receive an amount in cash equal to $12.00 per share of Parent Company Common Stock (the “Merger Consideration”), without interest. As of At the Effective Time, all such of the shares of Company Common Stock shall no longer cease to be outstanding and outstanding, shall automatically be cancelled and shall cease to exist, and each certificate (a “Company Stock Certificate”) formerly representing any of such shares and each non-certificated share represented by book entry (a “Book Entry Share”) shall thereafter represent only the right to receive the Merger Consideration, without interest, and each Company Stock Certificate formerly representing shares of Company Common Stock, shall thereafter only represent the right to receive the Merger Consideration and any other amounts, if any, payment to be paid which reference is made in accordance with Section 2.3, without interest2.6. (dii) Each At the Effective Time, each limited liability company interest of Acquisition Sub existing immediately prior to the Effective Time shall automatically be converted into one limited liability company interest of the Surviving Entity. (iii) At the Effective Time, each share of common stock Company Common Stock held by Parent or any direct or indirect wholly owned Subsidiaries of Merger Sub Parent issued and outstanding immediately prior to the Effective Time shall remain outstanding automatically be cancelled and retired and shall constitute the only outstanding shares of capital stock of the Surviving Corporationcease to exist, and no consideration shall be delivered in exchange therefor. (eb) The Merger Consideration shall be adjusted to fully reflect Without duplication of the appropriate effect effects of Section 2.5(a), if, between the date hereof and the Effective Time, the outstanding 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, stock dividend consolidation of shares, reclassification, recapitalization or distribution other similar transaction, then the amount of securities convertible cash into which each share of Company Common Stock or Parent Common Stock, or is converted in the Merger shall be adjusted to the extent appropriate; provided that nothing in this Section 2.5(b) will be construed to permit the Company to take any reorganization, recapitalization, reclassification or other like change action with respect to its securities that is prohibited by the Company Common Stock or Parent Common Stock having a record date occurring on or after the date terms of this Agreement and prior to the Effective Time; provided, however, that no such adjustment shall be made with respect to the Spin-OffAgreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub: (a) Each share of Company Common Stock held by the Company as treasury stock or held by any Subsidiary of the Company immediately prior to the Effective Time shall be cancelled, Share issued and no payment shall be made with respect thereto. (b) Each share of Company Common Stock held by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (c) Each other share of Company Common Stock outstanding immediately prior to the Effective Time (other than (i) any Excluded Shares and (ii) any Dissenting Shares) shall thereupon be converted automatically into and become exchangeable shall thereafter represent the right to receive the Offer Price, and subject to deduction for 0.2016 (the “Exchange Ratio”) shares of Parent Common Stock any required withholding Tax as described in Section 3.4 (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration and any other amountsConsideration, if any, to be paid in accordance with Section 2.33.3, without interest. (db) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time (collectively, “Excluded Shares”) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding be converted into and shall constitute become one validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the only Surviving Corporation. (d) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Surviving Corporation. Company, or securities convertible into or exchangeable into or exercisable for shares of such capital stock, shall occur as a result of any reclassification, recapitalization, stock split (eincluding a reverse stock split) The or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period (excluding, in each case, normal quarterly cash dividends), merger or other similar transaction, the Merger Consideration shall be equitably adjusted so as to fully reflect provide Parent and the appropriate holder of Shares the same economic effect of as contemplated by this Agreement prior to such event; provided, that nothing in this Section 3.1(d) shall be construed to permit the Company to take any stock split, reverse stock split, stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change action with respect to its securities that is prohibited by the Company Common Stock or Parent Common Stock having a record date occurring on or after the date terms of this Agreement and prior to the Effective Time; provided, however, that no such adjustment shall be made with respect to the Spin-OffAgreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Subtheir respective stockholders: (a) Each share of common stock of Merger Sub (Merger Sub Common Stock) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation. Such newly issued shares shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation. (b) Subject to the other provisions of this Article 3, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares owned by Parent, Merger Sub or any direct or indirect wholly owned subsidiary of Parent or of the Company or held in the treasury of the Company) shall be converted into and represent the right to receive, and shall be exchangeable for (as provided in Section 3.2), the Per Share Amount, without interest, in cash payable to the holder of such share of Company Common Stock (the Merger Consideration). (c) Each share of Company Common Stock held by in treasury of the Company as treasury stock and each share of Company Common Stock owned by Merger Sub, Parent or held by any Subsidiary direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelledcanceled and retired without any conversion thereof and shall cease to exist, and no payment or distribution shall be made with respect theretoand no consideration of any kind shall be delivered in exchange therefor. (bd) Each At the Effective Time, each share of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 3.1(b) shall be automatically canceled, retired and shall cease to exist, and the holders immediately prior to the Effective Time of Certificates and Book Entry Shares shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Book Entry Shares or Certificates in accordance with Section 3.2, the Merger Consideration for each share of Company Common Stock held by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (c) Each other share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into and become exchangeable for 0.2016 (the “Exchange Ratio”) shares of Parent Common Stock (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration and any other amounts, if any, to be paid in accordance with Section 2.3them, without interest. (d) Each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall remain outstanding and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (e) The Merger Consideration shall be adjusted to fully reflect the appropriate effect of any stock split, reverse stock split, stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change with respect to the Company Common Stock or Parent Common Stock having a record date occurring on or after the date of this Agreement and prior to the Effective Time; provided, however, that no such adjustment shall be made with respect to the Spin-Off.

Conversion of Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub Sub, the Company or the holders of any shares of capital stock securities of the Company, Parent or Merger Subthe following shall occur: (a) Each of the 10 outstanding shares of common stock, par value $0.01 per share (“Merger Sub Common Stock”), in the capital of Merger Sub, all of which are entitled to vote on the Merger, shall be converted into and become one fully paid and nonassessable share of Company common stock of the Surviving Corporation. Prior to the Effective Time, the number of outstanding shares of Merger Sub Common Stock held in the capital of Merger Sub is subject to change if Merger Sub issues, and Parent purchases, additional shares of Merger Sub Common Stock. (b) All Shares that are owned by the Company as treasury stock or held by and any Subsidiary of the Company immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (b) Each share of Company Common Stock held Shares owned by Parent, Merger Sub or any other wholly owned Subsidiary of Parent immediately prior to or the Effective Time Company shall be cancelledcancelled and retired, and no payment consideration shall be made with respect theretodelivered in exchange therefor. (c) Each outstanding Share (other share of Company Common Stock outstanding immediately prior than Shares to the Effective Time be cancelled in accordance with Section 2.1(b)) shall be converted into the right to receive $31.00 per Share, payable to the holder thereof in cash, without interest and become exchangeable for 0.2016 (the “Exchange Ratio”) shares subject to any withholding of Parent Common Stock Taxes required by applicable Law in accordance with Section 2.3 (the “Merger Consideration”). As of From and after the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existretired, and shall thereafter only represent the right to receive the Merger Consideration and any other amounts, if any, to be paid in accordance with Section 2.3, without interest. each holder of record of a certificate (dor certificates) Each share of common stock of Merger Sub outstanding that immediately prior to the Effective Time shall remain represented outstanding Shares (the “Certificates”) and shall constitute the only outstanding shares each holder of capital stock of the Surviving Corporation. (e) The Merger Consideration shall be adjusted to fully reflect the appropriate effect of any stock split, reverse stock split, stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change with respect to the Company Common Stock or Parent Common Stock having a record date occurring on or after the date of this Agreement and Shares that immediately prior to the Effective Time; provided, however, that no such adjustment shall be made with respect to the Spin-Off.Time were not represented by

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub: (a) Each share of Company Common Stock held by the Company as treasury stock or held by any Subsidiary of the Company immediately prior to the Effective Time shall be cancelled, Share issued and no payment shall be made with respect thereto. (b) Each share of Company Common Stock held by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (c) Each other share of Company Common Stock outstanding immediately prior to the Effective Time (other than (i) any Excluded Shares and (ii) any Dissenting Shares) shall thereupon be converted automatically into and become exchangeable shall thereafter represent the right to receive the Offer Price in cash, without interest, and subject to deduction for 0.2016 (the “Exchange Ratio”) shares of Parent Common Stock any required withholding Tax (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration and any other amounts, if any, to be paid in accordance with Section 2.33.3, without interest. (db) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time (collectively, “Excluded Shares”) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding automatically be converted into and shall constitute become one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the only Surviving Corporation. (d) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Surviving Corporation. Company, or securities convertible into or exchangeable into or exercisable for shares of such capital stock, shall occur as a result of any reclassification, recapitalization, stock split (eincluding a reverse stock split) The or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period (excluding, in each case, normal quarterly cash dividends), merger or other similar transaction, the Merger Consideration shall be equitably adjusted so as to fully reflect provide Parent and the appropriate holder of Shares the same economic effect of as contemplated by this Agreement prior to such event; provided, that nothing in this Section 3.1(d) shall be construed to permit the Company to take any stock split, reverse stock split, stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change action with respect to its securities that is prohibited by the Company Common Stock or Parent Common Stock having a record date occurring on or after the date terms of this Agreement and prior to the Effective Time; provided, however, that no such adjustment shall be made with respect to the Spin-OffAgreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub Purchaser or the holders of any shares of capital stock of the Company, Parent or Merger SubPurchaser: (a) Each share of Company Common Stock held by the Company as treasury stock or held by any Subsidiary of the Company immediately prior to the Effective Time shall be cancelled, Share issued and no payment shall be made with respect thereto. (b) Each share of Company Common Stock held by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (c) Each other share of Company Common Stock outstanding immediately prior to the Effective Time (other than Excluded Shares and any Dissenting Shares) shall be converted automatically into and become exchangeable for 0.2016 (shall thereafter represent the “Exchange Ratio”) shares of Parent Common Stock right to receive the Offer Price (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration and any other amounts, if any, to be paid in accordance with Section 2.3, without interestConsideration. (db) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent, Purchaser or any wholly-owned Subsidiary of the Company or Parent immediately prior to the Effective Time (collectively, “Excluded Shares”) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock of Merger Sub Purchaser issued and outstanding immediately prior to the Effective Time shall remain outstanding be converted into and shall constitute the only outstanding shares become one validly issued, fully paid and non-assessable share of capital common stock of the Surviving Corporation. (ed) The Merger Consideration shall be adjusted to fully reflect If at any time during the appropriate effect of any stock split, reverse stock split, stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change with respect to the Company Common Stock or Parent Common Stock having a record date occurring on or after period between the date of this Agreement and prior to the Effective Time, the outstanding shares of capital stock of the Company shall be changed into a different number of shares or a different class or shall have different terms, in each case as a result of any reclassification, recapitalization, stock split (including a reverse stock split), stock dividend or any other similar event, then the Merger Consideration shall be equitably adjusted to reflect such event so as to provide Parent and the holders of Shares the same economic effect as contemplated by this Agreement prior to such event; provided, however, that (i) in no event shall the aggregate amount payable by Parent pursuant to this Agreement after giving effect to any such adjustment event exceed the amount that would have been payable pursuant to this Agreement had such event not occurred and (ii) nothing in this Section 2.8(d) shall be made permit the Company to take any action with respect to its securities that is otherwise prohibited by the Spin-Offterms of this Agreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub: (a) Each share of Company Common Stock held by the Company as treasury stock or held by any Subsidiary of the Company immediately prior to the Effective Time shall be cancelled, Share issued and no payment shall be made with respect thereto. (b) Each share of Company Common Stock held by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (c) Each other share of Company Common Stock outstanding immediately prior to the Effective Time (other than (i) any Excluded Shares and (ii) any Dissenting Shares) shall thereupon be converted automatically into and become exchangeable for 0.2016 (shall thereafter represent the “Exchange Ratio”) shares of Parent Common Stock right to receive the Offer Price without interest, less any applicable Tax withholding (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration and any other amountsConsideration, if any, to be paid in accordance with Section 2.33.3, without interest. (db) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time (in each case, other than any such Shares held on behalf of third parties) (collectively, “Excluded Shares”) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding be converted into and shall constitute become one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the only Surviving Corporation. (d) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Surviving Corporation. Company, or securities convertible into or exchangeable into or exercisable for shares of such capital stock, shall occur as a result of any reclassification, recapitalization, stock split (eincluding a reverse stock split) The or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, merger or other similar transaction, the Merger Consideration shall be adjusted equitably adjusted, without duplication, to fully reflect the appropriate effect of any stock split, reverse stock split, stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change with respect to the Company Common Stock or Parent Common Stock having a record date occurring on or after the date of this Agreement and prior to the Effective Time; provided, however, that no such adjustment shall be made with respect to the Spin-Offchange.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub: (a) Each share of Company Common Stock held by the Company as treasury stock or held by any Subsidiary of the Company immediately prior to the Effective Time shall be cancelled, Share issued and no payment shall be made with respect thereto. (b) Each share of Company Common Stock held by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (c) Each other share of Company Common Stock outstanding immediately prior to the Effective Time (other than (i) any Excluded Shares and (ii) any Dissenting Shares) shall thereupon be converted automatically into and become exchangeable shall thereafter represent the right to receive the Offer Price in cash, without interest, and subject to deduction for 0.2016 (the “Exchange Ratio”) shares of Parent Common Stock any required withholding Tax (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration and any other amountsConsideration, if any, to be paid in accordance with Section 2.33.4, without interest. (db) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time (including, for the avoidance of doubt, the Rollover Shares) (collectively, “Excluded Shares”) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding be converted into and shall constitute become one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the only Surviving Corporation. (d) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Surviving Corporation. Company, or securities convertible into or exchangeable into or exercisable for shares of such capital stock, shall occur as a result of any reclassification, recapitalization, stock split (eincluding a reverse stock split) The or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period (excluding, in each case, normal quarterly cash dividends), merger or other similar transaction, the Merger Consideration shall be equitably adjusted so as to fully reflect provide Parent and the appropriate holder of Shares the same economic effect of as contemplated by this Agreement prior to such event; provided, that nothing in this Section 3.1(d) shall be construed to permit the Company to take any stock split, reverse stock split, stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change action with respect to its securities that is prohibited by the Company Common Stock or Parent Common Stock having a record date occurring on or after the date terms of this Agreement and prior to the Effective Time; provided, however, that no such adjustment shall be made with respect to the Spin-OffAgreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub: (a) Each share of Company Common Stock Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares to be canceled in accordance with Section 3.1(b) and (ii) any Dissenting Shares) shall thereupon be converted automatically into and shall thereafter represent the right to receive the Per Share Merger Consideration in cash, without interest. (b) Each Share held by in the Company as treasury stock or held by any Subsidiary of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time shall automatically be cancelledcanceled and retired and shall cease to exist, and no payment consideration shall be made with respect thereto. (b) Each share of Company Common Stock held by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect theretodelivered in exchange therefor. (c) Each other share of Company Common Stock common stock, par value $.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become exchangeable for 0.2016 (the “Exchange Ratio”) shares one validly issued, fully paid and non-assessable share of Parent Common Stock (the “Merger Consideration”). As common stock, par value $.001 per share, of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration and any other amounts, if any, to be paid in accordance with Section 2.3, without interestSurviving Corporation. (d) Each share If at any time during the period between the date of common stock of Merger Sub outstanding immediately prior to this Agreement and the Effective Time shall remain outstanding and shall constitute Time, any change in the only outstanding shares of capital stock of the Surviving Corporation. Company, or securities convertible into or exchangeable into or exercisable for shares of such capital stock, shall occur as a result of any reclassification, recapitalization, stock split (eincluding a reverse stock split) The or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period (excluding, in each case, normal quarterly cash dividends), merger or other similar transaction, the Merger Consideration shall be adjusted equitably adjusted, without duplication, to fully reflect the appropriate effect of any stock split, reverse stock split, stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change with respect to the Company Common Stock or Parent Common Stock having a record date occurring on or after the date of this Agreement and prior to the Effective Time; provided, however, that no such adjustment shall be made with respect to the Spin-Offchange.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub: (a) Each share of Company Common Stock held by the Company as treasury stock or held by any Subsidiary common stock, par value $0.01 per share, of the Company immediately prior to (such shares, collectively, the Effective Time shall be cancelled, “Shares”) issued and no payment shall be made with respect thereto. (b) Each share of Company Common Stock held by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (c) Each other share of Company Common Stock outstanding immediately prior to the Effective Time (other than (i) Shares to be cancelled in accordance with Section 2.1(b) and (ii) any Dissenting Shares) shall thereupon be converted automatically into and become exchangeable shall thereafter represent the right to receive $21.00 in cash, without interest, and subject to deduction for 0.2016 (the “Exchange Ratio”) shares of Parent Common Stock any required withholding Tax (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration and any other amounts, if any, to be paid in accordance with Section 2.3, without interest. (db) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent, Merger Sub or any wholly-owned Subsidiary of the Company immediately prior to the Effective Time (in each case, other than any such Shares held on behalf of third parties) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding be converted into and shall constitute become one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the only Surviving Corporation. (d) If at any time during the period between the date of this Agreement and the Effective Time any change in the outstanding shares of capital stock of the Surviving Corporation. Company, or securities convertible into or exchangeable into or exercisable for shares of such capital stock, shall occur as a result of any reclassification, recapitalization, stock split (eincluding a reverse stock split) The or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, merger or other similar transaction, the Merger Consideration shall be equitably adjusted so as to fully reflect provide Parent and the appropriate holders of Shares the same economic effect of as contemplated by this Agreement prior to such event; provided, that nothing in this Section 2.1(d) shall be construed to permit the Company to take any stock split, reverse stock split, stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change action with respect to its securities that is prohibited by the Company Common Stock or Parent Common Stock having a record date occurring on or after the date terms of this Agreement and prior to the Effective Time; provided, however, that no such adjustment shall be made with respect to the Spin-OffAgreement.

Conversion of Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub Sub, the Company or the holders of any shares of capital stock securities of the Company, Parent or Merger Subthe following shall occur: (a) Each of the 10 outstanding shares of common stock, par value $0.01 per share (“Merger Sub Common Stock”), in the capital of Merger Sub, all of which are entitled to vote on the Merger, shall be converted into and become one fully paid and nonassessable share of Company common stock of the Surviving Corporation. Prior to the Effective Time, the number of outstanding shares of Merger Sub Common Stock held in the capital of Merger Sub is subject to change if Merger Sub issues, and Parent purchases, additional shares of Merger Sub Common Stock. (b) All Shares that are owned by the Company as treasury stock or held by and any Subsidiary of the Company immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (b) Each share of Company Common Stock held Shares owned by Parent, Merger Sub or any other wholly owned Subsidiary of Parent immediately prior to or the Effective Time Company shall be cancelledcancelled and retired, and no payment consideration shall be made with respect theretodelivered in exchange therefor. (c) Each outstanding Share (other share of Company Common Stock outstanding immediately prior than Shares to the Effective Time be cancelled in accordance with Section 2.1(b)) shall be converted into the right to receive $31.00 per Share, payable to the holder thereof in cash, without interest and become exchangeable for 0.2016 (the “Exchange Ratio”) shares subject to any withholding of Parent Common Stock Taxes required by applicable Law in accordance with Section 2.3 (the “Merger Consideration”). As of From and after the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be cancelled and retired, and each holder of record of a certificate (or certificates) that immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) and each holder of Shares that immediately prior to the Effective Time were not represented by Certificates (“Book Entry Shares”) shall cease to existhave any rights with respect thereto, and shall thereafter only represent except the right to receive the Merger Consideration and any other amounts, if any, to be paid therefor upon the surrender of such Certificate or transfer of such Book Entry Shares in accordance with Section 2.32.2, without interestinterest thereon. (d) Each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall remain outstanding and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (e) The Merger Consideration shall be adjusted to fully reflect the appropriate effect of any stock split, reverse stock split, stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change with respect to the Company Common Stock or Parent Common Stock having a record date occurring on or after the date of this Agreement and prior to the Effective Time; provided, however, that no such adjustment shall be made with respect to the Spin-Off.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub holder of any shares of the Company Common Stock or the holders holder of any shares of capital stock of the Company, Parent or Merger Sub: (a) Capital Stock of Sub. Each issued and outstanding share of common stock, par value $0.0001 per share, of Sub shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation. (b) Cancelation of Treasury Stock and Parent-Owned Stock; Conversion of Company Common Stock Owned by any Subsidiary of the Company. (i) All shares of Company Common Stock that are owned directly by the Company, including any shares of Company Common Stock held as treasury stock, or owned by Parent or Sub immediately prior to the Effective Time (collectively, “Canceled Shares”) shall automatically be canceled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor. (ii) All shares of Company Common Stock that are owned by any direct or indirect wholly owned Subsidiary of the Company as treasury or Parent (other than Sub) immediately prior to the Effective Time (collectively, “Subsidiary Converted Shares”) shall be converted into such number of fully paid and nonassessable shares of common stock, par value $0.0001 per share, of the Surviving Corporation, such that each such direct or indirect wholly owned Subsidiary that owned capital stock or held by any Subsidiary of in the Company immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (b) Each share own the same percentage of Company Common Stock held by Parent, Merger Sub or any other Subsidiary the outstanding capital stock of Parent the Surviving Corporation immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (c) Each other share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into and become exchangeable for 0.2016 (the “Exchange Ratio”) shares of Parent Common Stock (the “Merger Consideration”). As of following the Effective Time, all and any such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration and any no other amounts, if any, to be paid in accordance with Section 2.3, without interest. (d) Each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall remain outstanding and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (e) The Merger Consideration consideration shall be adjusted to fully reflect the appropriate effect of any stock split, reverse stock split, stock dividend delivered or distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change with respect to the Company Common Stock or Parent Common Stock having a record date occurring on or after the date of this Agreement and prior to the Effective Time; provided, however, that no such adjustment shall be made with respect to the Spin-Offdeliverable in exchange therefor.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub: (a) Each share of Company Common Stock held by the Company as treasury stock or held by any Subsidiary common stock, par value $0.001 per share, of the Company immediately prior to the Effective Time shall be cancelled, (a “Share”) issued and no payment shall be made with respect thereto. (b) Each share of Company Common Stock held by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (c) Each other share of Company Common Stock outstanding immediately prior to the Effective Time (other than (i) Shares to be canceled in accordance with Section 2.1(b), (ii) Company Restricted Shares to be treated as set forth in Section 2.2(d) and (iii) any Dissenting Shares), shall thereupon be converted automatically into and become exchangeable for 0.2016 (shall thereafter represent the “Exchange Ratio”) shares of Parent Common Stock right to receive $24.00 in cash, without interest (the “Merger Consideration”), subject to deduction for any required withholding Tax. As of the Effective Time, all such shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, exist and shall thereafter only represent the right to receive the Merger Consideration and any other amounts, if any, to be paid in accordance with Section 2.3, without interest. (db) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent, Merger Sub or any wholly-owned Subsidiary of the Company immediately prior to the Effective Time (in each case, other than any such Shares held on behalf of third parties) shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding be converted into and shall constitute become one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the only Surviving Corporation. (d) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Surviving Corporation. Company, or securities convertible into or exchangeable into or exercisable for shares of such capital stock, shall occur as a result of any reclassification, recapitalization, stock split (eincluding a reverse stock split) The or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, or any merger, consolidation or other event or similar transaction, the Merger Consideration shall be adjusted equitably adjusted, to fully reflect such event so as to provide Parent and the appropriate holders of Shares the same economic effect of as contemplated by this Agreement prior to such event; provided, that nothing in this Section 2.1(d) shall be construed to permit the Company to take any stock split, reverse stock split, stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change action with respect to its securities that is prohibited by the Company Common Stock or Parent Common Stock having a record date occurring on or after the date terms of this Agreement and prior to the Effective Time; provided, however, that no such adjustment shall be made with respect to the Spin-OffAgreement.

Conversion of Capital Stock. At As of the Effective Time, by virtue of the --------------------------- Merger and without any action on the part of the Company, Parent, Merger Sub or the holders holder of any shares of the capital stock of the Company, Parent Company or Merger Subcapital stock of the Transitory Subsidiary: (a) Each share of Company Common Stock held by the Company as treasury common stock or held by any Subsidiary of the Company immediately prior to the Effective Time shall be cancelled, Transitory Subsidiary issued and no payment shall be made with respect thereto. (b) Each share of Company Common Stock held by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (c) Each other share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into and become exchangeable for 0.2016 one fully paid and nonassessable share of common stock, $.01 par value per share, of the Surviving Corporation. (the “Exchange Ratio”b) All shares of Parent common stock, $.01 par value per share, of the Company ("Company Common Stock") that are owned by the Company as treasury stock or by any wholly owned Subsidiary of the Company and any shares of Company Common Stock owned by the Buyer, the Transitory Subsidiary or any other wholly owned Subsidiary of the Buyer (collectively, the "Buyer Holders") immediately prior to the Effective Time shall be cancelled and shall cease to exist and no Merger Consideration (as defined below) or other consideration shall be delivered in exchange therefor. (c) Subject to Section 2.2, each share of Company Common Stock (other than (i) Dissenting Shares (as defined in Section 2.3(a) below) and (ii) shares to be cancelled in accordance with Section 2.1(b)) issued and outstanding immediately prior to the “Effective Time shall be automatically converted into the right to receive $7.75 in cash (the "Merger Consideration”"), payable to the holder thereof, without any interest thereon. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall thereafter only represent cease to have any rights with respect thereto, except the right to receive the Merger Consideration and any other amounts, if any, to be paid in accordance with Section 2.3, without interestConsideration. (d) Each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall remain outstanding and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (e) The Merger Consideration shall be adjusted to reflect fully reflect the appropriate effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock), or any reorganization, recapitalization, reclassification recapitalization or other like change with respect to the Company Common Stock or Parent Common Stock having a record date occurring on or after the date of this Agreement hereof and prior to the Effective Time; provided, however, that no such adjustment shall be made with respect to the Spin-Off.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub: (a) Each share of Company Class A Common Stock held by the Company as treasury stock or held by any Subsidiary Stock, par value $0.001 per share, of the Company immediately prior to (the Effective Time shall be cancelled, “Class A Common Stock”) and no payment shall be made with respect thereto. (b) Each each share of Class B Common Stock, par value $0.001 per share, of the Company (the “Class B Common Stock”) (such shares of Class A Common Stock held by Parentand Class B Common Stock, Merger Sub or any other Subsidiary of Parent immediately prior to collectively, the Effective Time shall be cancelled, “Shares”) issued and no payment shall be made with respect thereto. (c) Each other share of Company Common Stock outstanding immediately prior to the Effective Time (other than (i) Shares to be canceled in accordance with paragraph (b) below and (ii) any Dissenting Shares) shall be converted automatically into and become exchangeable for 0.2016 (shall thereafter represent the “Exchange Ratio”) shares of Parent Common Stock right to receive $33.50 in cash, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration and any other amounts, if any, to be paid in accordance with Section 2.3, without interestConsideration. (db) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent, Merger Sub or any wholly-owned Subsidiary of the Company immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding be converted into and shall constitute the only outstanding shares become one validly issued, fully paid and non-assessable share of capital common stock of the Surviving Corporation. (ed) The Merger Consideration shall be adjusted to fully reflect If at any time during the appropriate effect of any stock split, reverse stock split, stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change with respect to the Company Common Stock or Parent Common Stock having a record date occurring on or after period between the date of this Agreement and prior to the Effective Time; provided, however, that no such adjustment the outstanding shares of capital stock of the Company shall be made with respect changed into a different number of shares or a different class or shall have different terms, in each case as a result of any reclassification, recapitalization, stock split (including a reverse stock split), stock dividend or any other similar event, then the Merger Consideration shall be equitably adjusted to reflect such event so as to provide Parent and the Spin-Offholders of Shares the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Assertio, Merger Sub Sub, the Company or the holders of any shares of capital stock of the Parent, Assertio, Merger Sub or the Company, Parent or Merger Sub: (a) Each Subject to Section 3.3(f), each share of Company Common Stock held by the Company as treasury stock or held by any Subsidiary of the Company immediately prior to the Effective Time shall be cancelled, issued and no payment shall be made with respect thereto. (b) Each share of Company Common Stock held by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto. (c) Each other share of Company Common Stock outstanding immediately prior to the Effective Time (other than any Excluded Shares or Dissenting Shares) shall thereupon be converted into and become exchangeable for 0.2016 2.5 shares (the “Exchange Ratio”) shares of Parent Common Stock (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration Consideration, any dividends or other distributions payable pursuant to Section 3.3(d) and any other amountscash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 3.3(f), if any, in each case to be issued or paid in accordance with Section 2.33.3, without interest. (b) At the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain outstanding. Immediately following the Effective Time, shares of Parent Common Stock, if any, owned by the Surviving Corporation shall be surrendered to Parent without payment therefor. (c) Each share of Company Common Stock held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time (collectively, “Excluded Shares”) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (d) Each share of common stock stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding be converted into and shall constitute the only outstanding shares become one validly issued, fully paid and non-assessable share of capital stock common stock, par value $0.0001 per share, of the Surviving Corporation. (e) The Merger Consideration Exchange Ratio shall be adjusted to reflect fully reflect the appropriate effect of any stock split, split-up, reverse stock split, stock dividend or distribution of securities convertible into Assertio Common Stock, Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change with respect to the Assertio Common Stock, Company Common Stock or Parent Common Stock having a record date occurring on or after the date of this Agreement and prior to the Effective Time; provided, however, that no such adjustment nothing in this Section 3.1(e) shall be made construed to permit the Company to take any action with respect to its securities that is prohibited by the Spin-Offterms of this Agreement.