Common use of Conversion of Certain Common Stock Clause in Contracts

Conversion of Certain Common Stock. (i) Each issued and outstanding share of IES Common Stock (other than shares canceled pursuant to Section 2.1(a)(i) and IES Dissenting Shares (as hereinafter defined)) shall be converted into the right to receive 0.98 (the "IES Ratio") duly authorized, validly issued, fully paid and nonassessable (except as otherwise provided in Section 180.0622(2)(b) of the WBCL) shares of Common Stock, par value $.01 per share, of WPL ("WPL Common Stock"), including, if applicable, associated rights (the "WPL Rights") to purchase shares of WPL Common Stock pursuant to the terms of that certain Rights Agreement between WPL and Xxxxxx Shareholder Services Trust Company, as Rights Agent thereunder, dated as of February 22, 1989 (the "WPL Rights Agreement"). Until the Distribution Date (as defined in the WPL Rights Agreement) all references in this Agreement to the WPL Common Stock shall be deemed to include the associated WPL Rights. (ii) Each issued and outstanding share of Interstate Common Stock (other than shares canceled pursuant to Section 2.1(a)(ii)) shall be converted into the right to receive 1.11 (the "Interstate Ratio") duly authorized, validly issued, fully paid and nonassessable (except as otherwise provided in Section 180.0622(2)(b) of the WBCL) shares of WPL Common Stock. (iii) Upon such conversions and except as otherwise provided in Section 2.2, all such shares of IES Common Stock and Interstate Common Stock shall be canceled and cease to exist, and each holder of a certificate formerly representing any such shares of IES Common Stock or Interstate Common Stock shall cease to have rights with respect thereto, except the right to receive the shares of WPL Common Stock to be issued in consideration therefor upon the surrender of such certificate in accordance with Section 2.3 and any cash in lieu of fractional shares of WPL Common Stock.

Conversion of Certain Common Stock. (i) Each issued and outstanding share of IES Common Stock (other than shares canceled can celed pursuant to Section 2.1(a)(iSection.2.1 (a) (i) and IES Dissenting Shares (as hereinafter defined)) shall shall' be converted into the right to receive 0.98 (the "IES Ratio") duly authorized, validly issued, fully paid and nonassessable (except as otherwise provided in Section 180.0622(2)(b) of 180.0622(2)(b).of the WBCL) shares of Common Stock, par value $.01 per share, of WPL ("WPL Common Stock"), including, if applicable, associated rights (the "WPL Rights") to purchase shares of WPL Common Stock pursuant to the terms of that certain Rights Agreement between WPL and 'Xxxxxx Shareholder Share holder Services Trust Company, as Rights Agent thereunder, dated as of February 22, 1989 (the "WPL the."WPL Rights Agreement"). Until the Distribution Date (as defined in 'the WPL Rights Agreement) all references in this Agreement to the WPL 'Common Stock shall be deemed to include the associated WPL Rights..Notwithstanding the foregoing,.if the XxXxxx. Contin gency (iias hereinafter defined) Each shallhave occurredprior to the Closing Date, each issued and outstanding share of Interstate IES Common Stock (other than shares canceled pursuant to Section 2.1(a)(ii)Sec tion 2.1 (a) (i) and IES Dissenting Shares) shall be converted into the right to receive 1.11 (the "Interstate Ratio") 1.01 duly authorized, validly issued, fully paid and nonassessable (except as otherwise provided in Section 180.0622(2)(b) of the WBCL) shares of WPL Common Stock. (iii) Upon such conversions and except as otherwise provided in Section 2.2, all such . The specific exchange ratio at which shares of IES Common Stock and Interstate Common Stock shall be canceled and cease to exist, and each holder of a certificate formerly representing any such shares of IES Common Stock or Interstate Common Stock shall cease to have rights with respect thereto, except the right to receive the are ultimately converted into shares of WPL Common Stock in the IES Merger is hereafter referred to be issued as the "IES Ratio". As used in consideration therefor upon this Agreement, the surrender term "XxXxxx Contingency" shall mean the completion of a firm commit ment underwritten intitial public offering of Class A common stock by XxXxxx, Inc., a Delaware corporation ("XxXxxx"), at a per share price equal to or greater than $13.00 (as adjusted for any stock split, recapitalization or the like effected prior to the completion of ) such offering, other than the stock-split disclosed in XxXxxx'x registration statement on Form S-I filed with the Securities and Exchange Cbmmission on April 2, 1996), that results in XxXxxx (a) receiving gross proceeds of such certificate offering equal to or greater than $75 million in accordance with addition to any gross proceeds from the..sale-of its Class A common stock to exisiting . stockholders and (b) having its Class A common stock, immediately following the completion of such initial public offering, -registered pursuant to Section 2.3 and any cash in lieu 12 of fractional shares of WPL Common Stockthe Exchange Act (as. hereinafter defined).

Conversion of Certain Common Stock. (i) Each issued and outstanding share of IES Common Stock (other than shares canceled pursuant to Section 2.1(a)(i) and IES Dissenting Shares (as hereinafter defined)) shall be converted into the right to receive 0.98 (the "IES Ratio") duly authorized, validly issued, fully paid and nonassessable (except as otherwise provided in Section 180.0622(2)(b) of the WBCL) shares of Common Stock, par value $.01 per share, of WPL ("WPL Common Stock"), including, if applicable, associated rights (the "WPL Rights") to purchase shares of WPL Common Stock pursuant to the terms of that certain Rights Agreement between WPL and Xxxxxx Morgan Shareholder Services Trust Company, as Rights Agent Agexx thereunder, dated as of February 22, 1989 (the "WPL Rights Agreement"). Until the Distribution Date (as defined in the WPL Rights Agreement) all references in this Agreement to the WPL Common Stock shall be deemed to include the associated WPL Rights. (ii) Each issued and outstanding share of Interstate Common Stock (other than shares canceled pursuant to Section 2.1(a)(ii)) shall be converted into the right to receive 1.11 (the "Interstate Ratio") duly authorized, validly issued, fully paid and nonassessable (except as otherwise provided in Section 180.0622(2)(b) of the WBCL) shares of WPL Common Stock. (iii) Upon such conversions and except as otherwise provided in Section 2.2, all such shares of IES Common Stock and Interstate Common Stock shall be canceled and cease to exist, and each holder of a certificate formerly representing any such shares of IES Common Stock or Interstate Common Stock shall cease to have rights with respect thereto, except the right to receive the shares of WPL Common Stock to be issued in consideration therefor upon the surrender of such certificate in accordance with Section 2.3 and any cash in lieu of fractional shares of WPL Common Stock.