Common use of Conversion of Common Stock Clause in Contracts

Conversion of Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of NBT, BSB, or the holders of any of the following securities: (a) Each share of BSB common stock, par value $.01 per share ("BSB Common Stock") (all such shares of BSB Common Stock being hereinafter collectively referred to as the "Shares") issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled pursuant to Section 1.8(b)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted, in accordance with Section 1.09, into the right to receive two shares, as may be adjusted as provided elsewhere herein, of NBT common stock, par value $.01 per share ("NBT Common Stock") (the "Exchange Ratio"). As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate previously representing any such Shares shall thereafter represent the right to receive a certificate representing shares of NBT Common Stock into which such Shares are convertible. For the purposes of this Agreement, references to BSB Common Stock shall be deemed to include, where appropriate, references to the right to receive shares of BSB Series A Junior Participating Preferred Stock pursuant to the Rights Agreement, dated as of May 24, 1999, as amended between BSB and American Stock Transfer & Trust Company ("AST") (the "BSB Rights Agreement"). Certificates previously representing Shares shall be exchanged for certificates representing whole shares of NBT Common Stock issued in consideration therefor upon the surrender of such certificates in accordance with the provisions of Section 1.09, without interest. No fractional shares of NBT Common Stock shall be issued, and, in lieu thereof, a cash payment shall be made pursuant to Section 1.09 hereof. (b) Each Share held in the treasury of BSB and each Share owned by NBT or any direct or indirect wholly owned subsidiary of NBT immediately prior to the Effective Time (other than Shares held, directly or indirectly, by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in trust accounts, managed accounts and the like or otherwise held in a fiduciary or custodial capacity that are beneficially owned by third parties and Shares held by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in respect of debt previously contracted) shall be cancelled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Conversion of Common Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of NBTany party hereto or any Stockholder, BSB, or the holders of any of the following securities: (a) Each each share of BSB common stock, par value $.01 per share ("BSB Common Stock") (all such shares of BSB Common Stock being hereinafter collectively referred to as the "Shares") issued and outstanding immediately prior to the Effective Time (other than any Shares to be shares of Common Stock cancelled pursuant to Section 1.8(b)1.07(b) shall, by virtue of this Agreement and without any action on the part of the holder thereof, Dissenting Shares) shall be converted, in accordance with Section 1.09, deemed cancelled and shall be converted automatically into the right to receive two sharesreceive, upon delivery of (i) a duly-executed and completed letter of transmittal substantially in the form attached hereto as may be adjusted as provided elsewhere hereinExhibit B (“Letter of Transmittal”), and (ii) in the case of NBT common stockNEFV only, par value $.01 per certificates (each, a “Certificate”) representing (immediately prior to the Effective Time) the shares of Common Stock held by NEFV set forth in such Letter of Transmittal, the applicable portion of the Aggregate Merger Consideration, if any, allocable to such share ("NBT of Common Stock", payable to the holder thereof in cash. (b) (Each share of Common Stock held in the "Exchange Ratio"). As treasury of the Company and each share of Common Stock owned or held, directly or indirectly, by the Company or its Subsidiaries or by the Purchaser, Merger Sub or their respective Subsidiaries, in each case, immediately prior to the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate previously representing any such Shares shall thereafter represent the right to receive a certificate representing shares of NBT Common Stock into which such Shares are convertible. For the purposes of this Agreement, references to BSB Common Stock shall be deemed to include, where appropriate, references to the right to receive shares of BSB Series A Junior Participating Preferred Stock pursuant to the Rights Agreement, dated as of May 24, 1999, as amended between BSB and American Stock Transfer & Trust Company ("AST") (the "BSB Rights Agreement"). Certificates previously representing Shares shall be exchanged for certificates representing whole shares of NBT Common Stock issued in consideration therefor upon the surrender of such certificates in accordance with the provisions of Section 1.09, without interest. No fractional shares of NBT Common Stock shall be issued, and, in lieu thereof, a cash payment shall be made pursuant to Section 1.09 hereof. (b) Each Share held in the treasury of BSB and each Share owned by NBT or any direct or indirect wholly owned subsidiary of NBT immediately prior to the Effective Time (other than Shares held, directly or indirectly, by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in trust accounts, managed accounts and the like or otherwise held in a fiduciary or custodial capacity that are beneficially owned by third parties and Shares held by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in respect of debt previously contracted) shall be cancelled and extinguished exist without any conversion thereof and no payment of cash or any other consideration shall be made with respect thereto. (c) Each issued and outstanding share of Common Stock that is held by a Person who has not voted in favor of the Merger or consented thereto in writing or executed an enforceable waiver of appraisal rights and (whether before or after the date of this Agreement) with respect to which appraisal rights under the DGCL have been properly exercised, shall not be converted into the right to receive any portion of the applicable portion of the Aggregate Merger Consideration, and instead shall be converted into the right to receive payment from the Surviving Company with respect thereto as provided by the DGCL, unless and until the holder of any such share has failed to perfect or has effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, in which case such share shall thereupon be deemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon surrender of such Certificate in accordance with Section 1.07(a), without interest, in accordance with this Agreement, the applicable portion of the Aggregate Merger Consideration, if any, allocable to such share of Common Stock. From and after the Effective Time, no Stockholder who has demanded appraisal rights shall be entitled to vote his, her or its shares of Common Stock for any purpose or to receive payment of dividends or other distributions on his, her or its shares (except dividends or other distributions payable to Stockholders of record at a date prior to the Effective Time). Any shares of Common Stock for which appraisal rights have been properly exercised, and not subsequently withdrawn, lost or failed to be perfected, in each case, in accordance with this Section 1.07(c) and the DGCL, are referred to in this Agreement as “Dissenting Shares.” (d) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of a lost stock certificate affidavit (in form and substance provided in the Letter of Transmittal) of that fact by the Person (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed, the Surviving Company and the Purchaser will pay or cause to be paid to such Person, in exchange for such lost, stolen or destroyed Certificate, the applicable portion of the Aggregate Merger Consideration attributable to such Certificate pursuant to this Agreement.

Conversion of Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of NBT, BSB, or the holders any holder of any shares of the following securities: (a) Each share of BSB common stock, $.09 par value $.01 per share value, of Summit ("BSB Summit Common Stock") ), subject to Section 2.2(e), each issued and outstanding share of Summit Common Stock, other than shares of Summit Common Stock held by persons who have taken all steps required to perfect their right to be paid the fair value of such shares under Article 113 of the Colorado Act, shall be converted into shares of validly issued, fully paid and nonassessable shares of common stock of CFB, $.01 par value (all "CFB Common Stock"). All such shares of BSB Summit Common Stock being hereinafter collectively referred to as the "Shares") issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled pursuant to Section 1.8(b)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted, in accordance with Section 1.09, into the right to receive two shares, as may be adjusted as provided elsewhere herein, of NBT common stock, par value $.01 per share ("NBT Common Stock") (the "Exchange Ratio"). As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each . Each Summit shareholder's certificate or certificates previously representing any such Shares shall thereafter represent the right to receive a certificate representing shares of NBT Summit Common Stock into which such Shares are convertible. For the purposes of this Agreement, references to BSB (each a "Summit Common Stock Certificate") shall be deemed to include, where appropriate, references to the right to receive shares of BSB Series A Junior Participating Preferred Stock pursuant to the Rights Agreement, dated as of May 24, 1999, as amended between BSB aggregated (if a single stockholder holds more than one Summit Common Certificate) and American Stock Transfer & Trust Company ("AST") (the "BSB Rights Agreement"). Certificates previously representing Shares shall be exchanged for certificates a certificate representing whole shares of NBT CFB Common Stock and cash in lieu of any fractional share issued in consideration therefor upon the surrender of such certificates Summit Common Certificates in accordance with the provisions of Section 1.092.2, without interestany interest thereon. No fractional In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of NBT CFB Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities through a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in CFB's capitalization, then an appropriate and proportionate adjustment shall be made to the "Exchange Rate," as hereinafter defined, so that the number of shares of CFB Common Stock into which a share of Summit Common Stock shall be issued, and, in lieu thereof, a cash payment shall be made converted will equal the number of shares of CFB Common Stock that the holders of shares of Summit Common Stock would have received pursuant to Section 1.09 hereofsuch reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change had the record date therefor been immediately following the Closing Date. (b) Each Share held in the treasury of BSB and each Share owned by NBT or any direct or indirect wholly owned subsidiary of NBT immediately prior to the Effective Time (other than Shares held, directly or indirectly, by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in trust accounts, managed accounts and the like or otherwise held in a fiduciary or custodial capacity that are beneficially owned by third parties and Shares held by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in respect of debt previously contracted) shall be cancelled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Conversion of Common Stock. Each share of common stock of the Company, par value $0.0001 per share (each, a “Share”), that is outstanding immediately before the Effective Time, but not including any Dissenting Shares, will be at the Effective Time converted automatically into and shall thereafter represent the right to receive (1) (A) an amount in cash equal to the quotient obtained by dividing (y) the Gross Cash Consideration, plus the Aggregate Exercise Price, plus the NWC Addition, if any, minus the NL Reduction or NWC Reduction, if any, minus the Debt Payoff, and minus the Transaction Expenses, by (z) the Outstanding Securities Number (such quotient, the “Gross Share Consideration”), less (B) such Company Shareholder’s Percentage Interest share of the Adjustment Escrow Amount, the Indemnity Escrow Amount, and the Post-Closing Expenses Fund, and (2) a portion of the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Post-Closing Expenses Fund as determined in Sections 3.1(d) and 3.1(e). The aggregate amount of Share Consideration to be paid to each Company Shareholder shall be calculated by aggregating all AGREEMENT AND PLAN OF MERGER 13 Shares then held by such Company Shareholder and multiplying such figure by the Share Consideration, rounded to the nearest whole cent, with $0.005 rounded up, subject to the terms and conditions contained herein (including, without limitation, the adjustments described in Section 3.4). The aggregate amount of Share Consideration paid to all Company Shareholders pursuant to this Section 3.1(a) is referred to herein as the “Aggregate Share Consideration.” Notwithstanding the foregoing, immediately prior to the Effective Time, a portion of the Share Consideration otherwise payable to the Principal Shareholders equal to the aggregate amount payable pursuant to the Transaction Bonus Plan (but, for clarity, not the Retention Bonus Awards) shall be transferred, on their behalf, pro rata in proportion to the Share Consideration which they would otherwise receive, to the Company as a contribution to the capital of the Company. The Company (and, if necessary, the Surviving Corporation) shall use such amount to pay all bonuses arising under the Transaction Bonus Plan pursuant to Section 3.1(h). At the Effective Time, by virtue of the Merger and without any action on the part of NBT, BSB, or the holders of any of the following securities: (a) Each share of BSB common stock, par value $.01 per share ("BSB Common Stock") (all such shares of BSB Common Stock being hereinafter collectively referred to as the "Shares") issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled pursuant to Section 1.8(b)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted, in accordance with Section 1.09, that have been converted into the right to receive two sharesthe Share Consideration and the respective portions of the Adjustment Escrow Amount, as may be adjusted the Indemnity Escrow Amount and the Post-Closing Expenses Fund as provided elsewhere herein, of NBT common stock, par value $.01 per share ("NBT Common Stock"in this Section 3.1(a) (the "Exchange Ratio"). As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate previously representing any the holders of certificates that immediately before the Effective Time represented such Shares (“Certificates”) shall thereafter represent cease to have any rights with respect to such Shares other than the right to receive the Share Consideration (after, and conditioned upon, surrendering their Certificate for such Shares), a certificate representing shares portion of NBT Common Stock into which such Shares are convertible. For the purposes of this AgreementAdjustment Escrow Amount, references the Indemnity Escrow Amount and the Post-Closing Expenses Fund pursuant to BSB Common Stock shall be deemed to includeSections 3.1(d) and 3.1(e), where appropriateif applicable, references to and the right to receive shares of BSB Series A Junior Participating Preferred Stock pursuant any then unpaid dividend or other distribution with respect to the Rights Agreement, dated as of May 24, 1999, as amended between BSB and American Stock Transfer & Trust Company ("AST") (the "BSB Rights Agreement"). Certificates previously representing such Shares shall be exchanged for certificates representing whole shares of NBT Common Stock issued in consideration therefor upon the surrender of such certificates in accordance with the provisions of Section 1.09, without interest. No fractional shares of NBT Common Stock shall be issued, and, in lieu thereof, having a cash payment shall be made pursuant to Section 1.09 hereof. (b) Each Share held in the treasury of BSB and each Share owned by NBT or any direct or indirect wholly owned subsidiary of NBT immediately prior to record date before the Effective Time (other than Shares held, directly or indirectly, by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in trust accounts, managed accounts and the like or otherwise held in a fiduciary or custodial capacity that are beneficially owned by third parties and Shares held by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in respect of debt previously contracted) shall be cancelled and extinguished without any conversion thereof and no payment shall be made with respect theretoTime.

Conversion of Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of NBT, BSB, or the holders of any of the following securities: (a) Each Subject to the provisions of this Agreement, at the Effective Time each issued and outstanding share of BSB common stock, par value $.01 U.S.$.01 per share, and each outstanding share of common stock, no par value per share, of Travelzoo Bahamas (the "BSB Travelzoo Bahamas Common Stock"), shall be converted into the right to receive one (1) share of common stock, par value U.S.$.01 per share, of Travelzoo Delaware (all such shares of BSB Common Stock being hereinafter collectively referred to as the "SharesTravelzoo Delaware Common Stock") issued and outstanding immediately prior ), subject to the Effective Time terms and conditions set forth herein (other than any Shares to be cancelled pursuant to Section 1.8(bthe "Merger Consideration"). (b) shall, by virtue As a result of this Agreement the Merger and without any action on the part of the holder thereof, be converted, in accordance with Section 1.09, into the right to receive two shares, as may be adjusted as provided elsewhere herein, of NBT common stock, par value $.01 per share ("NBT Common Stock") (the "Exchange Ratio"). As of at the Effective Time, Time all such Shares shares of Travelzoo Bahamas Common Stock shall no longer cease to be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each certificate previously representing holder of shares of Travelzoo Bahamas Common Stock shall thereafter cease to have any rights with respect to such shares of Travelzoo Bahamas Common Stock, except the right to receive, without interest, the applicable Merger Consideration upon the delivery to Travelzoo Delaware of the information required pursuant to Section 2.2 hereof. To the extent that dissenting shareholders' rights are available under Section 81 of The Bahamas International Business Companies Act 1989 (the "IBCA"), and the shareholders of Travelzoo Bahamas properly take all actions necessary under the IBCA to exercise and perfect such rights in respect of their shares (the "Dissenting Shares"), such Dissenting Shares shall thereafter represent not be converted into the right to receive Merger Consideration at or after the Effective Time unless and until the holder of such shares subsequently fails to or becomes ineligible to exercise such rights. Travelzoo Bahamas shall give prompt notice to Travelzoo Delaware of any demand received by Travelzoo Bahamas from a certificate representing shares of NBT Common Stock into which such Shares are convertible. For the purposes of this Agreement, references to BSB Common Stock shall be deemed to include, where appropriate, references to the right to receive shares of BSB Series A Junior Participating Preferred Stock dissenting shareholder pursuant to the Rights AgreementIBCA. (c) Notwithstanding anything contained in this Section to the contrary, dated as of May 24, 1999, as amended between BSB and American Stock Transfer & Trust Company ("AST") (the "BSB Rights Agreement"). Certificates previously representing Shares shall be exchanged for certificates representing whole any shares of NBT Travelzoo Bahamas Common Stock issued in consideration therefor upon the surrender of such certificates in accordance with the provisions of Section 1.09, without interest. No fractional shares of NBT Common Stock shall be issued, and, in lieu thereof, a cash payment shall be made pursuant to Section 1.09 hereof. (b) Each Share and held in the Travelzoo Bahamas' treasury of BSB and each Share owned by NBT or any direct or indirect wholly owned subsidiary of NBT immediately prior to the Effective Time (other than Shares held, directly or indirectlyshall, by NBTvirtue of the Merger, any NBT Subsidiary, BSB or any BSB Subsidiary in trust accounts, managed accounts cease to be outstanding and the like or otherwise held in a fiduciary or custodial capacity that are beneficially owned by third parties and Shares held by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in respect of debt previously contracted) shall be cancelled canceled and extinguished retired without payment of any conversion thereof consideration therefor and no payment shall will not be made with respect theretodeemed outstanding for purposes of Section 2.2.

Conversion of Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of NBT, BSB, or the holders any holder of any shares of the following securities: (a) Each share of BSB common stock, par value $.01 per share 1.00, of Company ("BSB Company Common Stock") ), subject to Section 2.2(e), each issued and outstanding share of Company Common Stock, other than shares of Company Common Stock held by persons who have taken all steps required to perfect their right to be paid the fair value of such shares under Sections 0-000-000 of the Colorado Act, shall be converted into shares of validly issued, fully paid and nonassessable shares of common stock of CFBI, $.01 par value (all "CFBI Common Stock"). All such shares of BSB Company Common Stock being hereinafter collectively referred to as the "Shares") issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled pursuant to Section 1.8(b)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted, in accordance with Section 1.09, into the right to receive two shares, as may be adjusted as provided elsewhere herein, of NBT common stock, par value $.01 per share ("NBT Common Stock") (the "Exchange Ratio"). As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each . Each Company shareholder's certificate or certificates previously representing any such Shares shall thereafter represent the right to receive a certificate representing shares of NBT Company Common Stock into which such Shares are convertible. For the purposes of this Agreement, references to BSB (each a "Company Common Stock Certificate") shall be deemed to include, where appropriate, references to the right to receive shares of BSB Series A Junior Participating Preferred Stock pursuant to the Rights Agreement, dated as of May 24, 1999, as amended between BSB aggregated (if a single stockholder holds more than one Company Common Certificate) and American Stock Transfer & Trust Company ("AST") (the "BSB Rights Agreement"). Certificates previously representing Shares shall be exchanged for a certificate or certificates representing whole shares of NBT CFBI Common Stock and cash in lieu of any fractional share issued in consideration therefor upon the surrender of such certificates Company Common Certificates in accordance with the provisions of Section 1.092.2, without interestany interest thereon. No fractional In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of NBT CFBI Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities through a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in CFBI's capitalization, then an appropriate and proportionate adjustment shall be made to the "Exchange Rate," as hereinafter defined, so that the number of shares of CFBI Common Stock into which a share of Company Common Stock shall be issued, and, in lieu thereof, a cash payment shall be made converted will equal the number of shares of CFBI Common Stock that the holders of shares of Company Common Stock would have received pursuant to Section 1.09 hereofsuch reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change had the record date therefor been immediately following the Closing Date. (b) Each Share held in the treasury of BSB and each Share owned by NBT or any direct or indirect wholly owned subsidiary of NBT immediately prior to the Effective Time (other than Shares held, directly or indirectly, by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in trust accounts, managed accounts and the like or otherwise held in a fiduciary or custodial capacity that are beneficially owned by third parties and Shares held by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in respect of debt previously contracted) shall be cancelled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Conversion of Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of NBT, BSB, or the holders of any of the following securities: (ai) Each issued and outstanding share of BSB common stockClass A Common Stock, par value $.01 per share share, of the Company ("BSB Class A Common Stock") (all such shares of BSB Common Stock being hereinafter collectively referred to as the "Shares") issued and outstanding immediately prior to the Effective Time (other than any Shares shares to be cancelled pursuant to Section 1.8(b)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted, canceled in accordance with Section 1.09, 2.01(d) and Dissenting Shares) shall be converted into the right to receive two shares, the Common Per Share Price (as may be adjusted as provided elsewhere herein, of NBT common stock, par value $.01 per share ("NBT Common Stock"defined in Section 8.03) (the "Exchange RatioClass A Merger Consideration"). As , payable to the holder thereof in cash, without any interest thereon, upon surrender of the Effective Time, certificate representing such share; and all such Shares shares of Class A Common Stock shall no longer be outstanding and automatically shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate previously representing any such Shares shares of Class A Common Stock shall thereafter represent cease to have any rights with respect thereto, except the right to receive a the Class A Merger Consideration to be paid in consideration therefor upon surrender of such certificate representing in accordance with Section 2.02, without interest. (ii) Each issued and outstanding share of Class B Common Stock, par value $.01 per share, of the Company ("Class B Common Stock") (other than shares of NBT Common Stock into which such Shares are convertible. For the purposes of this Agreement, references to BSB Common Stock be canceled in accordance with Section 2.01(d) and Dissenting Shares) shall be deemed to include, where appropriate, references to converted into the right to receive shares of BSB Series A Junior Participating Preferred Stock pursuant to the Rights Agreement, dated as of May 24, 1999, as amended between BSB and American Stock Transfer & Trust Company ("AST") Common Per Share Price (the "BSB Rights AgreementClass B Merger Consideration"). Certificates previously , payable to the holder thereof in cash, without any interest thereon, upon surrender of the certificate representing Shares such share; and all such shares of Class B Common Stock shall no longer be outstanding and automatically shall be exchanged for certificates canceled and retired and shall cease to exist, and each holder of a certificate representing whole any such shares of NBT Class B Common Stock issued shall cease to have any rights with respect thereto, except the right to receive the Class B Merger Consideration to be paid in consideration therefor upon the surrender of such certificates certificate in accordance with the provisions of Section 1.092.02, without interest. No fractional . (iii) Each issued and outstanding share of Class C Common Stock, par value $.01 per share, of the Company ("Class C Common Stock") (other than shares to be canceled in accordance with Section 2.01(d) and Dissenting Shares) shall be converted into the right to receive the Common Per Share Price (the "Class C Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender of the certificate representing such share; and all such shares of NBT Class C Common Stock shall no longer be issued, and, in lieu thereof, a cash payment outstanding and automatically shall be made pursuant canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Class C Common Stock shall cease to have any rights with respect thereto, except the right to receive the Class C Merger Consideration to be paid in consideration therefor upon surrender of such certificate in accordance with Section 1.09 hereof2.02, without interest. (biv) Each Share held in issued and outstanding share of Class D Common Stock, par value $.01 per share, of the treasury of BSB Company ("Class D Common Stock" and each Share owned by NBT or any direct or indirect wholly owned subsidiary of NBT immediately prior to together with the Effective Time Class A Common Stock, the Class B Common Stock and the Class C Common Stock, the "Common Stock") (other than Shares held, directly or indirectly, by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary shares to be canceled in trust accounts, managed accounts accordance with Section 2.01(d) and the like or otherwise held in a fiduciary or custodial capacity that are beneficially owned by third parties and Shares held by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in respect of debt previously contractedDissenting Shares) shall be cancelled converted into the right to receive the Common Per Share Price (the "Class D Merger Consideration" and, together with the Class A Merger Consideration, the Class B Merger Consideration and extinguished the Class C Merger Consideration, the "Common Stock Merger Consideration"), payable to the holder thereof in cash, without any conversion thereof interest thereon, upon surrender of the certificate representing such share; and all such shares of Class D Common Stock shall no payment longer be outstanding and automatically shall be made canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Class D Common Stock shall cease to have any rights with respect thereto, except the right to receive the Class D Merger Consideration to be paid in consideration therefor upon surrender of such certificate in accordance with Section 2.02, without interest.

Conversion of Common Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of NBTGenzyme, BSB, Biomatrix or the holders of any of the following securitiesMerger Sub: (ai) Each share of BSB common stock, par value $.01 per share ("BSB Common Stock") (all such shares of BSB Biomatrix Common Stock being hereinafter collectively referred owned by Biomatrix or by any Biomatrix Subsidiary (as defined in Section 4.4(a)) shall be cancelled and extinguished and no payment shall be made with respect thereto. (ii) Subject to payment of cash in lieu of fractional shares as the "Shares"provided in Section 2.1(b) issued and subject to Sections 2.2 - 2.14, each share of Biomatrix Common Stock outstanding immediately prior to the Effective Time (other than any Dissenting Shares to (as defined in Section 2.7) and shares held by Biomatrix or any Biomatrix Subsidiary), shall be cancelled and extinguished and automatically converted into the following (the "Merger Consideration"): (A) for each such share of Biomatrix Common Stock with respect to which an election to receive cash has been effectively made and not revoked or lost, pursuant to Section 1.8(bSections 2.2 and 2.3 hereof (the "ELECTING SHARES")) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted, in accordance with Section 1.09, into the right to receive two sharesin cash from Genzyme an amount equal to $37.00 (the "CASH ELECTION PRICE"); or (B) for each such share of Biomatrix Common Stock (other than Electing Shares), as may be adjusted as provided elsewhere herein, of NBT common stock, par value $.01 per share the right to receive from Genzyme one ("NBT Common Stock"1) (the "Exchange RatioCONVERSION NUMBER"). As ) share of the Effective TimeGBS Division Common Stock, all such Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate previously representing any such Shares shall thereafter represent the right to receive a certificate representing shares together with that number of NBT Common GBS Stock into which such Shares are convertible. For the purposes of this Agreement, references to BSB Common Stock shall be deemed to include, where appropriate, references to the right to receive shares of BSB Series A Junior Participating Preferred Stock Purchase Rights issued pursuant to the Genzyme Rights Agreement, dated as of May 24, 1999, as amended between BSB and American Stock Transfer & Trust Company ("AST") (the "BSB Rights Agreement"). Certificates previously representing Shares shall be exchanged for certificates representing whole shares of NBT Common Stock issued in consideration therefor upon the surrender of such certificates in accordance with the provisions of Section 1.09, without interest. No fractional shares of NBT Common Stock shall be issued, and, in lieu thereof, a cash payment shall be made pursuant to Section 1.09 hereofPlan. (biii) Each Share held in the treasury share of BSB common stock, $0.01 par value per share, of Merger Sub issued and each Share owned by NBT or any direct or indirect wholly owned subsidiary of NBT outstanding immediately prior to the Effective Time shall continue to be outstanding following, and shall be unaffected by, the Merger. (other than Shares heldb) In lieu of the issuance of fractional shares of GBS Division Common Stock, directly or indirectly, by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in trust accounts, managed accounts and cash adjustments will be paid (without interest) to the like or otherwise held in a fiduciary or custodial capacity that are beneficially owned by third parties and Shares held by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary holders of Biomatrix Common Stock immediately prior to the Effective Time in respect of debt previously contractedany fractional share of GBS Division Common Stock that would otherwise be issuable to them. The amount of such cash adjustments will be determined by multiplying each relevant holder's fractional interest by the reported last sale price on the Nasdaq National Market ("NASDAQ") shall be cancelled and extinguished without any conversion thereof and no payment shall be made with respect theretofor the GBS Division Common Stock on the trading day immediately preceding the Closing Date or, if the GBS Division Common Stock is not then traded on Nasdaq, the value of the GBS Division Common Stock on such day as determined in good faith by Genzyme.

Conversion of Common Stock. At (a) Upon the Effective Time, by virtue of the Merger and without any action on the part of NBTthe holder thereof, BSB, or the holders of any each share of the following securities: (a) Each share of BSB issued and outstanding common stock, $0.01 par value $.01 per share share, of Speed Release-Texas ("BSB Speed Release-Texas Common Stock") (all such shall be converted into and exchanged for 360 fully paid and nonassessable shares of BSB the common stock, $0.001 par value per share, of the Company ("Company Common Stock"). Each certificate representing shares of Speed Release-Texas Common Stock being hereinafter collectively referred to as the "Shares") issued and outstanding immediately prior to the Effective Time shall thereafter not evidence any interest in Speed Release-Texas but, until surrendered as provided for in paragraph (other than any Shares to be cancelled pursuant to Section 1.8(b)b) shall, by virtue of this Agreement and without any action on Section, subject to the part provisions of paragraph (c) of this Section, shall evidence ownership of the holder thereof, be converted, in accordance with Section 1.09, into the right to receive two shares, as may be adjusted as provided elsewhere herein, number of NBT common stock, par value $.01 per share ("NBT Common Stock") (the "Exchange Ratio"). As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate previously representing any such Shares shall thereafter represent the right to receive a certificate representing shares of NBT Company Common Stock into which such Shares are convertible. For the purposes shares of this Agreement, references to BSB Speed Release-Texas Common Stock theretofore represented thereby shall be deemed to include, where appropriate, references to have been converted in the right to receive shares of BSB Series A Junior Participating Preferred Stock pursuant to the Rights Agreement, dated as of May 24, 1999, as amended between BSB and American Stock Transfer & Trust Company ("AST") (the "BSB Rights Agreement"). Certificates previously representing Shares shall be exchanged for certificates representing whole shares of NBT Common Stock issued in consideration therefor upon the surrender of such certificates in accordance with the provisions of Section 1.09, without interest. No fractional shares of NBT Common Stock shall be issued, and, in lieu thereof, a cash payment shall be made pursuant to Section 1.09 hereofMerger. (b) Each Share held After the Effective Time, each former holder of shares of Speed Release-Texas Common Stock which have been converted into shares of Company Common Stock in the treasury Merger, upon surrender in proper form to the Surviving Company for cancellation of BSB the certificate or certificates that prior to the Effective Time represented such holder's shares of Speed Release-Texas Common Stock, shall be entitled to receive one or more certificates representing the shares of Company Common Stock into which the shares of Speed Release-Texas Common Stock previously represented by the surrendered certificate or certificates shall have been so converted. (c) After the Effective Time, no former holder of shares of Speed Release-Texas Common Stock shall be entitled to receive any dividend or other distribution payable to holders of shares of Company Common Stock until such holder surrenders to the Surviving Company, as provided in paragraph (b) of this Section, the certificate or certificates which prior to the Effective Time represented such holder's shares of Speed Release-Texas Common Stock; provided, however, that upon surrender of such certificate or certificates, there shall be paid to the holder of record of each certificate representing Company Common Stock issued upon such surrender the amount of dividends or other distributions (without interest) which theretofore have become payable and each Share owned have not been paid with respect to the number of shares of Company Common Stock represented by NBT or that certificate. (d) Notwithstanding perfection by any direct or indirect wholly owned subsidiary former Speed Release-Texas shareholder who dissents from the Merger of NBT his right to receive payment for his shares of Speed Release-Texas Common Stock, pursuant to applicable law, the shares of Speed Release-Texas Common Stock held by such former Speed Release-Texas shareholder immediately prior to the Effective Time (other than Shares held, directly or indirectly, by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in trust accounts, managed accounts and the like or otherwise held in a fiduciary or custodial capacity that are beneficially owned by third parties and Shares held by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in respect of debt previously contracted) shall be cancelled converted in the Merger into shares of Company Common Stock as provided in paragraph (a) of this Section, which, from and extinguished without any conversion thereof and no after the making by the Company of the required payment therefor, shall be made with respect theretoheld and disposed of by the Company subject to the requirements of applicable law.

Conversion of Common Stock. At (a) As a result of the Merger, at the Effective Time, by virtue of the Merger except as otherwise provided in Section 2.04(b)(ii) or Section 2.07, and without any action on the part of NBTany Stockholder, BSB, or the holders of any of the following securities: (a) Each each share of BSB common stockCommon Stock issued and outstanding immediately prior to the Effective Time will cease to be issued and outstanding, par value $.01 per share ("BSB Common Stock") (will be canceled and retired, will cease to exist and will automatically be converted only into the right to receive in cash, without interest, an amount equal to the Per-Share Consideration, subject to adjustment pursuant to the procedures set forth in Section 2.12. From and after the Effective Time, all such shares of BSB Common Stock being hereinafter collectively referred to as the "Shares") issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares owned by the Company) and any Shares to be cancelled pursuant to Section 1.8(b)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted, in accordance with Section 1.09, into Common Stock Certificates previously evidencing them will represent only the right to receive two sharesthe Per-Share Consideration, as may be adjusted as provided elsewhere herein, of NBT common stock, par value $.01 per share ("NBT Common Stock") (the "Exchange Ratio"). As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate previously representing any such Shares shall thereafter represent the right to receive a certificate representing shares of NBT Common Stock into which such Shares are convertible. For the purposes of this Agreement, references to BSB Common Stock shall be deemed to include, where appropriate, references to the right to receive shares of BSB Series A Junior Participating Preferred Stock pursuant to the Rights Agreement, dated as of May 24, 1999, as amended between BSB and American Stock Transfer & Trust Company ("AST") (the "BSB Rights Agreement"). Certificates previously representing Shares shall be exchanged for certificates representing whole shares of NBT Common Stock issued in consideration therefor upon the surrender of such certificates payable in accordance with and subject to this Article 2, and the provisions of Section 1.09, without interest. No fractional shares of NBT Stockholders will cease to have any other rights with respect to such Common Stock shall be issued, and, except as expressly provided in lieu thereof, a cash payment shall be made pursuant to Section 1.09 hereofthis Agreement. (b) Notwithstanding the foregoing, the parties acknowledge and agree that: (i) Each Stockholder’s Pro Rata Share held of the Adjustment Escrow Amount and the Stockholders’ Representative Expense Fund Amount (as set forth in Section 2.05) will be deducted from the treasury cash payable to such Stockholder pursuant to Section 2.04(a) above; (ii) Each share of BSB and each Share Common Stock owned by NBT the Company, Buyer, MergerSub or any direct or indirect wholly wholly-owned subsidiary Subsidiary of NBT Buyer or MergerSub immediately prior to the Effective Time (other than Shares held, directly or indirectly, by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in trust accounts, managed accounts and the like or otherwise held in a fiduciary or custodial capacity that are beneficially owned by third parties and Shares held by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in respect of debt previously contracted) shall will be cancelled and extinguished retired and will cease to exist without payment of any conversion thereof and no payment shall be made consideration with respect thereto; and (c) Each share of common stock of MergerSub outstanding immediately prior to the Effective Time will be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted.

Conversion of Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of NBT, BSB, or the holders of any of the following securities: (a) Each share of BSB common stock, par value $.01 per share ("BSB Common Stock") (all such shares of BSB the Common Stock being hereinafter collectively referred to as the "Shares") issued and outstanding immediately prior to the Effective Time (other than any Shares to be shares of Common Stock cancelled pursuant to Section 1.8(b3.02(b) and Dissenting Shares whose appraisal rights are being exercised pursuant to Section 3.02(c)) shall), by virtue of this Agreement and without any action on the part of the holder thereof, shall be converted, in accordance with Section 1.09, converted into the right to receive two sharesreceive, as may be adjusted as upon surrender of a Certificate formerly representing such share in the manner provided elsewhere hereinin Section 3.05, the following: (i) the amount of NBT common stock, par value $.01 per share cash obtained by dividing ("NBT Common Stock"A) the Adjusted Cash Merger Consideration by (B) the number of Fully-Diluted Warrant Company Shares (the "Exchange Ratio"“Per Share Cash Merger Consideration”); (ii) a number of shares of Parent Common Stock equal to the Adjusted Parent Shares Merger Consideration divided by the number of Fully-Diluted Warrant Company Shares (the “Per Share Stock Merger Consideration”); and (iii) one share of Representative evidencing a limited liability company membership interest in the Representative (the “Representative Share” and collectively with the Per Share Cash Merger Consideration and Per Share Stock Merger Consideration, the “Per Share Merger Consideration”). As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate previously representing any such Shares shall thereafter represent the right to receive a certificate representing shares of NBT Common Stock into which such Shares are convertible. For the purposes of this Agreement, references to BSB No Common Stock shall be deemed to include, where appropriate, references be outstanding or to have any rights other than those set forth in this Section 3.02 after the right to receive shares of BSB Series A Junior Participating Preferred Effective Time. The Per Share Stock pursuant to the Rights Agreement, dated as of May 24, 1999, as amended between BSB and American Stock Transfer & Trust Company ("AST") (the "BSB Rights Agreement"). Certificates previously representing Shares Merger Consideration shall be exchanged for certificates representing whole shares adjusted to reflect fully the effect of NBT any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock), reorganization, recapitalization or other like change with respect to Parent Common Stock issued in consideration therefor upon occurring after the surrender of such certificates in accordance with the provisions of Section 1.09, without interest. No fractional shares of NBT Common Stock shall be issued, and, in lieu thereof, a cash payment shall be made pursuant to Section 1.09 hereof. (b) Each Share held in the treasury of BSB date hereof and each Share owned by NBT or any direct or indirect wholly owned subsidiary of NBT immediately prior to the Effective Time Time. No fraction of a share of Parent Common Stock will be issued, but in lieu thereof each Company Stockholder who would otherwise be entitled to a fraction of a share of Parent Common Stock (other than Shares held, directly or indirectly, after aggregating all fractional shares of Parent Common Stock to be received by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in trust accounts, managed accounts and the like or otherwise held in a fiduciary or custodial capacity that are beneficially owned by third parties and Shares held by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in respect of debt previously contractedsuch Company Stockholder) shall be cancelled and extinguished without any conversion thereof and no payment shall be made with respect theretoreceive from Parent an amount of cash (rounded to the nearest whole cent) equal to the product of (i) such fraction multiplied by (ii) the Parent Common Stock Closing Price.

Conversion of Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of NBT, BSB, or the holders any holder of any shares of the following securities: (a) Each share of BSB common stock, no par value $.01 per share share, of Republic ("BSB Republic Common Stock"), but subject to Section 2.2(e) hereof, each issued and outstanding share of Republic Common Stock, other than shares of Republic Common Stock held by persons who have taken all steps required to perfect their right to be paid the fair value of such shares under Chapter 13 of the Arizona Act, shall be converted into shares of validly issued, fully paid and nonassessable shares of common stock of CFB, $.01 par value (all "CFB Common Stock"). All such shares of BSB Republic Common Stock being hereinafter collectively referred to as the "Shares") issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled pursuant to Section 1.8(b)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted, in accordance with Section 1.09, into the right to receive two shares, as may be adjusted as provided elsewhere herein, of NBT common stock, par value $.01 per share ("NBT Common Stock") (the "Exchange Ratio"). As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each . Each Republic shareholder's certificate or certificates previously representing any such Shares shall thereafter represent the right to receive a certificate representing shares of NBT Republic Common Stock into which such Shares are convertible. For the purposes of this Agreement, references to BSB Common Stock (each a "Republic Certificate") shall be deemed to include, where appropriate, references to the right to receive shares of BSB Series A Junior Participating Preferred Stock pursuant to the Rights Agreement, dated as of May 24, 1999, as amended between BSB aggregated (if a single stockholder holds more than xxx Xxxxxxxx Certificate) and American Stock Transfer & Trust Company ("AST") (the "BSB Rights Agreement"). Certificates previously representing Shares shall be exchanged for certificates a certificate representing whole shares of NBT CFB Common Stock and cash in lieu of any fractional share issued in consideration therefor upon the surrender of such certificates Republic Certificates in accordance with the provisions of Section 1.092.2, without interestany interest thereon. No fractional In accordance with the terms and conditions of the CFB Shareholder Rights Agreement dated January 19, 1995 (the "Rights Plan") there shall be included with each share of CFB Common Stock exchanged in the Merger one CFB Right. Prior to the Effective Time all references in this Agreement to the CFB Common Stock to be received pursuant to the Merger shall be deemed to include the CFB Rights. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of NBT CFB Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities through a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in CFB's capitalization, then an appropriate and proportionate adjustment shall be made to the "Exchange Rate," as hereinafter defined, so that the number of shares of CFB Common Stock into which a share of Republic Common Stock shall be issued, and, in lieu thereof, a cash payment shall be made converted will equal the number of shares of CFB Common Stock that the holders of shares of Republic Common Stock would have received pursuant to Section 1.09 hereofsuch reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change had the record date therefor been immediately following the Closing Date. (b) Each Share held in the treasury of BSB and each Share owned by NBT or any direct or indirect wholly owned subsidiary of NBT immediately prior to the Effective Time (other than Shares held, directly or indirectly, by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in trust accounts, managed accounts and the like or otherwise held in a fiduciary or custodial capacity that are beneficially owned by third parties and Shares held by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in respect of debt previously contracted) shall be cancelled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Conversion of Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of NBTAcquisition, BSBCommunications, or the holders any stockholder of any of the following securitiesCommunications or Acquisition: (a) Each share of BSB common stock, par value $.01 per share ("BSB Common Stock") (all such shares of BSB Common Stock being hereinafter collectively referred to as the "Shares") issued and outstanding immediately prior to the Effective Time (“Shares”), other than any Shares to be cancelled canceled pursuant to Section 1.8(b)(d) shallhereof and Dissenters’ Shares, by virtue of this Agreement and without any action on the part of the holder thereof, shall be converted, in accordance with Section 1.09, converted into the right to receive two shares, as may be adjusted an amount of cash equal to the Merger Consideration (payable in the amounts and at the times and subject to adjustment as provided elsewhere herein, in this Agreement) divided by the total number of NBT common stock, par value $.01 per share Shares held by Participating Stockholders. ("NBT Common Stock"b) (the "Exchange Ratio"). As All of the Effective Time, all such Shares to be converted into cash pursuant to this Section shall no longer be outstanding and shall automatically be cancelled canceled and retired cease to exist at the Effective Time, and each certificate representing Share shall thereafter represent the right to receive the amount of cash determined in accordance with the provisions of paragraph (a). (c) Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal for such Shares in accordance with Section 262 of the DGCL (“Dissenters’ Shares”), shall not be converted into a right to receive the Merger Consideration unless such holder fails to perfect within the period prescribed by the DGCL or withdraws or otherwise loses such holder’s right to appraisal under the DGCL. If, after the Effective Time, such holder fails to perfect or withdraws or loses such holder’s right to appraisal, such Dissenters’ Shares shall be treated as if they had been converted as of the Effective Time into a right to receive the Merger Consideration without interest or dividends thereon, and for such purposes the Participation Factor and resulting Merger Consideration shall be recalculated. The Company shall give Acquisition prompt notice of any written demands received by the Company for appraisal of Shares, and, prior to the Effective Time, Acquisition shall have the right to participate in negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of Acquisition, make any payment with respect to, or settle or offer to settle, any such demands. (d) At the Effective Time, any Shares that are owned by Communications as treasury stock shall be canceled and shall cease to exist, and each certificate previously representing any such Shares shall thereafter represent the right to receive a certificate representing shares of NBT Common Stock into which such Shares are convertible. For the purposes of this Agreement, references to BSB Common Stock no cash or other consideration shall be deemed to include, where appropriate, references to the right to receive shares of BSB Series A Junior Participating Preferred Stock pursuant to the Rights Agreement, dated as of May 24, 1999, as amended between BSB and American Stock Transfer & Trust Company ("AST") (the "BSB Rights Agreement"). Certificates previously representing Shares shall be exchanged for certificates representing whole shares of NBT Common Stock issued delivered in consideration therefor upon the surrender of such certificates in accordance with the provisions of Section 1.09, without interest. No fractional shares of NBT Common Stock shall be issued, and, in lieu thereof, a cash payment shall be made pursuant to Section 1.09 hereofexchange therefor. (be) Each Share held in the treasury share of BSB common stock of Acquisition issued and each Share owned by NBT or any direct or indirect wholly owned subsidiary of NBT outstanding immediately prior to the Effective Time (other than Shares held, directly or indirectly, by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in trust accounts, managed accounts and the like or otherwise held in a fiduciary or custodial capacity that are beneficially owned by third parties and Shares held by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in respect of debt previously contracted) shall be cancelled converted into and extinguished without any conversion thereof become one validly issued, fully paid and no payment shall be made with respect theretononassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Common Stock. At 2.2.1 Subject to Sections 2.2.2 and 2.2.3, at the Effective Time, by virtue of the Merger and without any action on the part of NBT, BSB, or the holders of any of the following securities: (a) Each share of BSB common stock, par value $.01 per share ("BSB Common Stock") (all such shares of BSB Common Stock being hereinafter collectively referred to as the "Shares") each issued and outstanding immediately prior to the Effective Time (other than any Shares to share of Common Stock shall be cancelled pursuant to Section 1.8(b)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted, in accordance with Section 1.09, converted into the right to receive two shares$6.60, as may be adjusted as provided elsewhere hereinin cash, of NBT common stock, par value $.01 per share ("NBT Common Stock") without interest (the "Exchange RatioMerger Consideration"). As All such shares of the Effective TimeCommon Stock, all such Shares when so converted, shall no longer cease to be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate previously or certificates (the "Certificates") representing any such Shares shares of Common Stock shall thereafter represent cease to have any rights with respect thereto, except the right to receive a certificate representing the Merger Consideration. 2.2.2 Notwithstanding anything contained in this Section 2.2 to the contrary, each share of Common Stock held of record by the Purchaser, Mergeco or any direct or indirect wholly-owned Subsidiary (as defined in Section 3.1) of the Purchaser and each share of Common Stock issued and held in the Company's treasury immediately prior to the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be canceled and retired without payment of any consideration therefor. 2.2.3 Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL, but only to the extent required thereby, shares of NBT Common Stock into which are issued and outstanding immediately prior to the Effective Time and which are held by holders of such Shares are convertible. For the purposes shares of this Agreement, references to BSB Common Stock shall who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (the "Dissenting Shares") will not be deemed to include, where appropriate, references to exchangeable for the right to receive the Merger Consideration, and holders of such shares of BSB Series A Junior Participating Preferred Common Stock pursuant will be entitled to receive payment of the Rights Agreement, dated as appraised value of May 24, 1999, as amended between BSB and American Stock Transfer & Trust Company ("AST") (the "BSB Rights Agreement"). Certificates previously representing Shares shall be exchanged for certificates representing whole such shares of NBT Common Stock issued in consideration therefor upon the surrender of such certificates in accordance with the provisions of such Section 1.09262 unless and until such holders shall fail to perfect or shall effectively withdraw or shall have lost their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Common Stock will thereupon be treated as if they had been converted into and have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. The Company will give the Purchaser prompt notice of any demands received by the Company for appraisals of shares of Common Stock. The Company shall not, except with the prior written consent of Purchaser, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands. 2.2.4 At or prior to the Effective Time, the Company shall have made arrangements, the effect of which shall be that no shares of Common Stock or other capital stock of the Surviving Corporation shall be issuable pursuant to options or warrants to purchase shares, or securities convertible into shares, of Common Stock ("Company Options"). The Company shall (i) cause each Stock Plan (as defined in Section 3.2) to terminate as of the Effective Time and (ii) grant no additional Company Options after the date of this Agreement. The Company shall take all such actions under the Stock Plans necessary so that each holder of a Company Option shall be entitled to receive immediately after the Effective Time, in cancellation and settlement of such Company Option, for each share of Common Stock subject to such Company Option an amount in cash equal to the Merger Consideration minus the per share exercise, purchase or conversion price of such Company Option as of the date hereof (the "Option Consideration"). Payment of the Option Consideration with respect to each Company Option shall be contingent upon consummation of the Merger and shall be subject to applicable withholding of income and other taxes. Payment of the Option Consideration shall be made by the Surviving Corporation to the holders of the Company Options at or as promptly as practicable (but in no event later than 30 days) after the Effective Time, without interest. No fractional shares Prior to consummation of NBT Common Stock shall be issued, and, in lieu the Merger and as a condition thereof, a cash payment the Company shall be made pursuant furnish Purchaser evidence satisfactory to Purchaser of the Company's compliance with its obligations under this Section 1.09 hereof2.2.4. (b) Each Share held in the treasury of BSB and each Share owned by NBT or any direct or indirect wholly owned subsidiary of NBT immediately prior to the Effective Time (other than Shares held, directly or indirectly, by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in trust accounts, managed accounts and the like or otherwise held in a fiduciary or custodial capacity that are beneficially owned by third parties and Shares held by NBT, any NBT Subsidiary, BSB or any BSB Subsidiary in respect of debt previously contracted) shall be cancelled and extinguished without any conversion thereof and no payment shall be made with respect thereto.