Common use of Conversion of Common Shares Clause in Contracts

Conversion of Common Shares. (a) At the Effective Time, each share of common stock of the Company, par value $.01 per share (a "COMPANY COMMON SHARE"), issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive from Buyer each of (i) one (1) share of Buyer's Series B Convertible Preferred Stock (the "BUYER PREFERRED SHARES"), and (ii) a fraction of a warrant in a form mutually acceptable to Buyer and the Company Shareholders (the "BUYER WARRANT") to purchase Buyer's common stock, par value $.01 per share ("BUYER COMMON SHARES"), providing the economic equivalent of all options, warrants and other securities exchangeable for, or convertible into, Buyer Common Shares, which options, warrants or other securities are outstanding on May 3, 1999 (excluding Buyer's Redeemable Class A Warrants), such fraction having a numerator equal to 1 (one) and a denominator equal to the total number of Company Common Shares outstanding at the Effective Time. The sum of (i) and (ii) may be referred to herein as the "MERGER CONSIDERATION." (b) At and as of the Effective Time, the holders of certificates representing Company Common Shares at the Effective Time (collectively, the "COMPANY SHAREHOLDERS") shall cease to have any rights as shareholders of the Company, except such rights, if any, as they may have pursuant to Delaware law. Except as provided above, until certificates representing Company Common Shares are surrendered for exchange, each such certificate shall, after the Effective Time, represent for all purposes only the right to receive the Merger Consideration, as provided above. (c) On the Closing Date (as defined in Section 1.05), the Board of Directors of Buyer shall file a Certificate of Designation for the Buyer Preferred Shares with the Secretary of State of the State of Delaware setting forth the powers, preferences, rights, qualifications, limitations and restrictions of the Buyer Preferred Shares in the form set forth as EXHIBIT A, and shall reserve for issuance a sufficient number of shares of Buyer Preferred Shares for the purpose of issuing such shares to the Company Shareholders in accordance herewith and a sufficient number of Buyer Common Shares for the purpose of issuing such shares upon conversion of the Buyer Preferred Shares. Such Certificate of Designation shall provide that the Buyer Preferred Shares are convertible, in the aggregate, into a number of Buyer Common Shares determined by the following formula:

Conversion of Common Shares. (a) At the Effective Time, by virtue of the Corp Merger and without any further action on the part of Buyer, Merger Sub Corp, CMP or any Stockholder, each share of common stock of Common Stock held by Buyer, Merger Sub Corp or CMP, in treasury or otherwise, shall be canceled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor (such shares, “Cancelled Shares”). (b) At the Company, par value $.01 per share (a "COMPANY COMMON SHARE"), issued and outstanding immediately prior thereto shallEffective Time, by virtue of the Corp Merger and without any action on the part of the holder thereofBuyer or Merger Sub Corp, be converted into the right to receive from Buyer each of (i) one (1) share of Buyer's Series B Convertible Preferred Stock (the "BUYER PREFERRED SHARES"), and (ii) a fraction of a warrant in a form mutually acceptable to Buyer and the Company Shareholders (the "BUYER WARRANT") to purchase Buyer's common stock, par value $.01 0.01 per share, of Merger Sub Corp shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation. ("BUYER COMMON SHARES"), providing the economic equivalent of all options, warrants and other securities exchangeable for, or convertible into, Buyer Common Shares, which options, warrants or other securities are outstanding on May 3, 1999 (excluding Buyer's Redeemable Class A Warrants), such fraction having a numerator equal to 1 (onec) and a denominator equal to the total number of Company Common Shares outstanding at At the Effective Time, by virtue of the Corp Merger and without any action on the part of Buyer, Merger Sub Corp, CMP or any Stockholder (other than compliance with Section 4.3(b) by the applicable Stockholder), each share (a “Common Share”) of Common Stock that is issued and outstanding immediately prior to the Effective Time (other than (x) Cancelled Shares and (y) shares (each, a “Dissenting Share”) of Common Stock held by Persons who object to the Corp Merger and comply with the provisions of the VSCA concerning the rights of holders of Common Stock to dissent from the Merger and require appraisal of their shares of Common Stock (the “Dissenting Stockholders”), which Cancelled Shares and Dissenting Shares shall not constitute “Common Shares” hereunder) shall thereupon be canceled and converted into and become the right to receive the applicable portion of the Corp Merger ** Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. The information is not material and would cause competitive harm to the registrant if publicly disclosed. The sum of (i“[***]” indicates that information has been redacted. Consideration, as determined pursuant to Section 2.5(d) and (ii) may be referred to herein as set forth on the "MERGER CONSIDERATIONAllocation Schedule." (bd) At The Corp Merger Consideration shall be allocated among the Stockholders as set forth below in this Section 2.5(d) and as shall be payable in accordance with this Agreement, including Sections 4.3 and 13.8. Each Stockholder shall be entitled to receive, in respect of the Common Shares held by such holder immediately prior to the Effective Time, the holders sum of certificates representing Company (x) a portion of the Corp Merger Consideration equal to the product of (I) the Cash Per Common Share (as defined below), multiplied by (II) the number of Common Shares at the Effective Time (collectively, the "COMPANY SHAREHOLDERS") shall cease held by such Stockholder immediately prior to have any rights as shareholders of the Company, except such rights, if any, as they may have pursuant to Delaware law. Except as provided above, until certificates representing Company Common Shares are surrendered for exchange, each such certificate shall, after the Effective Time, represent for all purposes only the right to receive the Merger Consideration, as provided above. plus (cy) On the Closing Date (as defined in such Stockholder’s Section 1.05338(h)(10), the Board of Directors of Buyer shall file a Certificate of Designation for the Buyer Preferred Shares with the Secretary of State of the State of Delaware setting forth the powers, preferences, rights, qualifications, limitations and restrictions of the Buyer Preferred Shares in the form set forth as EXHIBIT A, and shall reserve for issuance a sufficient number of shares of Buyer Preferred Shares for the purpose of issuing such shares to the Company Shareholders in accordance herewith and a sufficient number of Buyer Common Shares for the purpose of issuing such shares upon conversion of the Buyer Preferred Shares. Such Certificate of Designation shall provide that the Buyer Preferred Shares are convertible, in the aggregate, into a number of Buyer Common Shares determined by the following formula:

Conversion of Common Shares. (a) At the Effective Time, (i) each share of common stock of Common Share (other than the CompanyRollover Common Shares) shall, par value $.01 per share (a "COMPANY COMMON SHARE"), issued and outstanding immediately prior thereto shallexcept as provided in Section 2.9, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holder thereofCompany or the Company Shareholders, be cancelled and extinguished, and each such Common Share (other than the Rollover Common Shares) shall be converted into the right to receive from Buyer each of the Common Per Share Merger Consideration (isubject to adjustment pursuant to Section 2.4) one (1) share of Buyer's Series B Convertible Preferred Stock (the "BUYER PREFERRED SHARES")in cash, and (ii) a fraction of a warrant payable in a form mutually acceptable to Buyer accordance with and the Company Shareholders (the "BUYER WARRANT") to purchase Buyer's common stock, par value $.01 per share ("BUYER COMMON SHARES"), providing the economic equivalent of all options, warrants and other securities exchangeable for, or convertible into, Buyer Common Shares, which options, warrants or other securities are outstanding on May 3, 1999 (excluding Buyer's Redeemable Class A Warrants), such fraction having a numerator equal to 1 (one) and a denominator equal subject to the total number of Company Common conditions provided in this Article 2, other than with respect to Dissenting Shares outstanding at the Effective Time. The sum of (i) and without duplication with respect to Options cancelled pursuant to Section 2.3, and (ii) may each share of common stock of Merger Sub outstanding immediately prior to the Effective Time and each Rollover Common Share shall each be referred to herein as converted into and become one share of the "MERGER CONSIDERATION." (b) At common stock of the Surviving Corporation, and shall, as of immediately following the Effective Time, constitute the holders only outstanding shares of certificates representing capital stock of the Surviving Corporation. Notwithstanding any contrary provision set forth in this Agreement, the Shareholder Representative shall not pay to any Company Shareholder holding Common Shares at the Effective Time (collectively, the "COMPANY SHAREHOLDERS") shall cease to have any rights as shareholders that portion of the Company, except Merger Consideration represented by such rightsCompany Shareholder’s share of the Escrow Funds (allocated on an Adjusted Pro Rata Basis) until such time as such amount, if any, as they may have is distributable pursuant to Delaware lawthe terms and conditions of the Escrow Agreement. Except as provided above, until certificates representing Company Common Shares are surrendered for exchange, each such certificate shall, after The adoption of this Agreement and the Effective Time, represent for all purposes only the right to receive approval of the Merger Considerationby the Requisite Shareholder Approval shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, as provided above. (c) On the Closing Date (as defined in Section 1.05)including, without limitation, the Board of Directors of Buyer shall file a Certificate of Designation for the Buyer Preferred Shares with the Secretary of State placement of the State of Delaware setting forth Escrow Funds in escrow. In addition, the powers, preferences, rights, qualifications, limitations and restrictions of the Buyer Preferred Shares in the form set forth as EXHIBIT A, and Shareholder Representative shall reserve for issuance a sufficient number of shares of Buyer Preferred Shares for the purpose of issuing such shares be entitled to holdback any amounts otherwise payable to the Company Shareholders pursuant hereto in accordance herewith and a sufficient number of Buyer Common Shares for the purpose of issuing such shares upon conversion connection with securing any post-Closing adjustments pursuant to Section 2.4 below or in connection with any expenses of the Buyer Preferred Shares. Such Certificate Shareholder Representative in connection with the carrying out of Designation shall provide that the Buyer Preferred Shares its duties pursuant to this Agreement (any such amounts which are convertible, in the aggregate, into a number of Buyer Common Shares determined held back by the following formula:Shareholder Representative, hereinafter referred to as the “Shareholder Rep Holdback Amount”).

Conversion of Common Shares. (a) At the Effective Time, each share of common stock of the Company, par value $.01 per share (a "COMPANY COMMON SHARE"), issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action on the part of the holder holders thereof: (a) As set forth on the Consideration Schedule, each Class A Common Share issued and outstanding immediately prior to the Effective Time (other than (x) any Class A Common Shares to be canceled pursuant to Section 1.02(h) and (y) any Dissenting Shares) will be converted into the right to receive from Buyer each of (i) one (1) share of Buyer's Series B Convertible Preferred Stock (the "BUYER PREFERRED SHARES"), and (ii) a fraction of a warrant an amount in a form mutually acceptable to Buyer and the Company Shareholders (the "BUYER WARRANT") to purchase Buyer's common stock, par value $.01 per share ("BUYER COMMON SHARES"), providing the economic equivalent of all options, warrants and other securities exchangeable for, or convertible into, Buyer Common Shares, which options, warrants or other securities are outstanding on May 3, 1999 (excluding Buyer's Redeemable Class A Warrants), such fraction having a numerator equal to 1 (one) and a denominator cash equal to the total number Liquidation Value (as such term is defined in the Certificate of Company Incorporation) of such Class A Common Share, together with the accrued and unpaid dividends thereon through the Closing Date (determined in accordance with the Certificate of Incorporation), payable to the holder thereof in accordance with Section 1.03 and Section 1.09 below; provided that no holder of Class A Common Shares outstanding at shall be entitled to receive any portion of the Effective TimeClass A Merger Consideration unless and until such holder has executed and delivered to Parent a Letter of Transmittal and otherwise complied with the requirements of Section 1.03 hereof. The sum aggregate consideration to which holders of (iClass A Common Shares become entitled pursuant to this Section 1.02(a) and (ii) may be is referred to herein as the "MERGER CONSIDERATION“Class A Merger Consideration."” (b) At As set forth on the Consideration Schedule, each Class B Common Share issued and as of outstanding and, if subject to vesting, vested immediately prior to the Effective Time, regardless of whether vesting occurs pursuant to the terms of the associated equity purchase agreement or at the election of the Company’s board of directors (other than (x) any Class B Common Shares to be canceled pursuant to Section 1.02(h) and (y) any Dissenting Shares) (each such share, a “Class B Common Share”) will be converted into the right to receive an amount in cash equal to the Per Share Portion of the Final Residual Cash Consideration; provided that (i) at the Closing, the amount to be paid with respect to each Class B Common Share will be based upon the Closing Residual Cash Consideration, payable to the holder thereof in accordance with Section 1.03 and Section 1.09 below and (ii) no holder of Class B Common Shares shall be entitled to receive any portion of the Class B Merger Consideration unless and until such holder has executed and delivered to Parent a Letter of Transmittal and otherwise complied with the requirements of Section 1.03 hereof. The aggregate consideration to which holders of certificates representing Company Class B Common Shares at become entitled pursuant to this Section 1.02(b) is referred to herein as the “Class B Merger Consideration.” (c) As set forth on the Consideration Schedule, each Class C Common Share issued and outstanding immediately prior to the Effective Time (collectively, the "COMPANY SHAREHOLDERS"other than (x) shall cease any Class C Common Shares to have any rights as shareholders of the Company, except such rights, if any, as they may have be canceled pursuant to Delaware law. Except as provided above, until certificates representing Company Common Shares are surrendered for exchange, each such certificate shall, after the Effective Time, represent for all purposes only Section 1.02(h) and (y) any Dissenting Shares) will be converted into the right to receive an amount in cash equal to the Per Share Portion of the Final Residual Cash Consideration; provided that (i) at the Closing, the amount to be paid with respect to each Class C Common Share will be based upon the Closing Residual Cash Consideration, payable to the holder thereof in accordance with Section 1.03 and Section 1.09 below and (ii) no holder of Class C Common Shares shall be entitled to receive any portion of the Class C Merger Consideration unless and until such holder has executed and delivered to Parent a Letter of Transmittal and otherwise complied with the requirements of Section 1.03 hereof. The aggregate consideration to which holders of Class C Common Shares become entitled pursuant to this Section 1.02(c) is referred to herein as the “Class C Merger Consideration”). (d) For purposes of this Agreement, the term “Closing Residual Cash Consideration” means (i) $2,800,140,000.00 (the “Base Consideration”), minus (ii) the Class A Merger Consideration, minus (iii) the amount of Indebtedness of the Company and the Company Subsidiaries outstanding as of the Reference Time, such Indebtedness being the “Closing Debt”); provided above. (c) On that, for the sake of clarity and notwithstanding the Reference Time definition, the aggregate amount of such Closing Debt shall be calculated including any premium or other fee, penalty or cost of any kind, character or description to be paid in respect of such Closing Debt by virtue of the Closing Date (as defined in Section 1.05if any), plus (iv) the Board amount of Directors of Buyer shall file a Certificate of Designation for the Buyer Preferred Shares with the Secretary of State Cash as of the State of Delaware setting forth Reference Time (the powers“Closing Cash”), preferences, rights, qualifications, limitations and restrictions minus (v) the aggregate amount of the Buyer Preferred Shares in Transaction Expenses as of the form set forth Reference Time, plus (vi) the aggregate exercise price of the Options (excluding Options canceled for no consideration pursuant to Section 1.04), plus (vii) if Company Working Capital as EXHIBIT of the Reference Time is greater than the Upper Target, an amount equal to the result of (A) the Company Working Capital as of the Reference Time minus (B) the Upper Target, minus (viii) if Company Working Capital as of the Reference Time is less than the Lower Target, an amount equal to the result of (A) the Lower Target minus (B) the Company Working Capital as of the Reference Time, (ix) to the extent the Company Working Capital as of the Reference Time is less than the Upper Target and greater than the Lower Target, no adjustment shall be made to the Closing Residual Cash Consideration, minus (x) the Adjustment Escrow Amount, minus (xi) the Specified Matters Escrow Amount, and shall reserve for issuance a sufficient number of shares of Buyer Preferred Shares for plus (xii) the purpose of issuing such shares to the Company Shareholders Interest Component, if applicable, in accordance herewith and a sufficient number of Buyer Common Shares for the purpose of issuing such shares upon conversion each case of the Buyer Preferred Shares. Such Certificate of Designation shall provide that the Buyer Preferred Shares are convertibleforegoing clauses (i) through (xii), in the aggregate, into a number of Buyer Common Shares as determined by the following formula:Company in good faith and set forth in the Closing Residual Cash Consideration Calculation.