Common use of Conversion of Company Common Stock and Company Preferred Stock Clause in Contracts

Conversion of Company Common Stock and Company Preferred Stock. (i) Each issued and outstanding share of Company Common Stock (excluding shares cancelled pursuant to Section 2.01(b) and any Dissenting Shares to the extent provided in Section 2.04 but including all shares of Company Common Stock issued upon conversion of any Company Preferred Stock or exercise of Company Options or Company Warrants occurring after the date of this Agreement) shall be converted into the right to receive a number of shares of Parent Common Stock equal to: (x) 500,000, divided by (y) the total number of shares of Company Common Stock outstanding at the Effective Time, such quotient to be carried out to eight decimal points (the "Common Stock Exchange Ratio"); (ii) Each issued and outstanding share of Company Preferred Stock (excluding shares cancelled pursuant to Section 2.01(b) and any Dissenting Shares to the extent provided in Section 2.04) shall be converted into the right to receive a number of shares of Parent Common Stock equal to: (x) 1,000,000, divided by (y) the total number of shares of Company Preferred Stock outstanding at the Effective Time, such quotient carried out to eight decimal points (the "Preferred Stock Exchange Ratio"); (iii) The total number of shares of Parent Common Stock issuable in exchange for the Company Common Stock and Company Preferred Stock shall be referred to herein collectively as the “Merger Consideration.” In no event shall the aggregate number of shares of Parent Common Stock to be issued or issuable hereunder in exchange for Company Common Stock and Company Preferred Stock exceed 1,500,000 (or such lesser number if decreased in accordance with Section 2.04). Except as set forth in this Article II, no other amounts shall be payable with respect to such Company Common Stock.

Conversion of Company Common Stock and Company Preferred Stock. (i) Each Subject to Sections 2.01(b), 2.01(c)(ii) and 2.01(d), (1) each issued and outstanding share of Company Common Stock owned by a Principal Company Stockholder shall be converted into the right to receive $1.5243 in cash (excluding shares cancelled pursuant to Section 2.01(bsuch amount per share of Company Common Stock, the "PCS Common Merger Consideration"), (2) and any Dissenting Shares to the extent provided in Section 2.04 but including all shares each other issued share of Company Common Stock shall be converted into the right to receive cash in an amount equal to the greater of (A) $2.57 and (B) the product of (x) the Common Price Ratio (as defined below) and (y) $2.57 (such greater amount per share of Company Common Stock, the "Common Merger Consideration"), (3) each issued upon conversion share of any Series A Company Preferred Stock or exercise of Company Options or Company Warrants occurring after the date of this Agreement(as defined below) shall be converted into the right to receive a number in cash the quotient of shares of Parent Common Stock equal to: (x) 500,000, $44,893,310 divided by (y) the total number of shares of Company Common Stock outstanding at the Effective Timesuch issued shares, such quotient to be carried out to eight decimal points (the "Common Stock Exchange Ratio"); (ii4) Each each issued and outstanding share of Series A-1 Company Preferred Stock (excluding shares cancelled pursuant to Section 2.01(b) and any Dissenting Shares to the extent provided in Section 2.04as defined below) shall be converted into the right to receive a number in cash the quotient of shares of Parent Common Stock equal to: (x) 1,000,000, $53,106,702 divided by (y) the total number of such issued shares and (5) each issued share of Series B Company Preferred Stock outstanding at (as defined below) shall be converted into the right to receive in cash the quotient of (x) $16,681,233 divided by (y) the number of such issued shares. (ii) In the event that any cash payment will be due following the Effective TimeTime from the Company to a holder of a Company Stock Option pursuant to Section 6.04 (after taking into account any such holder that irrevocably waives his or her right to any such payment), the PCS Common Merger Consideration and the Common Merger Consideration shall be appropriately adjusted (pro rata, on a per share basis) so that the aggregate amount of the Merger Consideration and such quotient carried out payment or payments following such adjustment equals the amount of the Merger Consideration (excluding any such payment or payments) prior to eight decimal points (the "Preferred Stock Exchange Ratio");such adjustment. (iii) The total number For purposes of shares this Agreement: (1) "Common Price Ratio" means a fraction equal the quotient of Parent (x) the Closing Common Price divided by (y) the Signing Common Price, (2) "Signing Common Price" means $2.9693 and (3) "Closing Common Price" means the average of the closing prices in Japanese yen of a share of Common Stock issuable in exchange of the Parent on the Tokyo Stock Exchange ("TSE") for the Company Common Stock and Company Preferred Stock shall be referred thirty trading day period ending on the second business day prior to herein collectively as the “Merger ConsiderationClosing Date, converted into U.S. dollars at the 4:00 p.m., New York time, exchange rate of Japanese yen to U.S. dollars published by the Wall Street Journal (New York City edition) on the second business day immediately prior to the Closing Date.” In no event shall the aggregate number of shares of Parent Common Stock to be issued or issuable hereunder in exchange for Company Common Stock and Company Preferred Stock exceed 1,500,000 (or such lesser number if decreased in accordance with Section 2.04). Except as set forth in this Article II, no other amounts shall be payable with respect to such Company Common Stock.

Conversion of Company Common Stock and Company Preferred Stock. (i) Each Subject to Section 2.1(b), 2.1(d) and 2.1(e), each issued and outstanding share of common stock, par value $1.00, of the Company outstanding immediately prior to the Effective Time (such shares, collectively, “Company Common Stock”, and each, a “Common Share”), other than (i) any Common Shares held by any direct or indirect wholly owned subsidiary of the Company, which Common Shares shall remain outstanding except that the number of such Common Shares shall be appropriately adjusted in the Merger to maintain relative ownership percentages (if any, the “Remaining Common Shares”), (ii) any shares of Company Common Stock (excluding shares cancelled the “Dissenting Common Shares”) that are owned by stockholders (the “Dissenting Common Stockholders”) properly exercising appraisal rights pursuant to Section 2.01(b262 of the DGCL, and (iii) any Cancelled Shares (as defined, and any Dissenting Shares to the extent provided in Section 2.04 but including all 2.1(b)), shall thereupon be converted automatically into and shall thereafter represent the right to receive an amount in cash equal to $71.50 (the “Common Stock Merger Consideration”). (ii) Subject to Section 2.1(b), 2.1(d) and 2.1(e), each issued and outstanding share of $2.06 No Par Cumulative Convertible Preferred Stock, Series C, of the Company outstanding immediately prior to the Effective Time (such shares, collectively, “Company Series C Preferred Stock” and each, a “Series C Preferred Share”), other than (i) any Series C Preferred Shares held by any direct or indirect wholly owned subsidiary of the Company, which Series C Preferred Shares shall remain outstanding except that the number of such Series C Preferred Shares shall be appropriately adjusted in the Merger to maintain relative ownership percentages (if any, the “Remaining Series C Preferred Shares”), (ii) any shares of Company Series C Preferred Stock (the “Dissenting Series C Preferred Shares”) that are owned by stockholders (the “Dissenting Series C Preferred Stockholders”) properly exercising appraisal rights pursuant to Section 262 of the DGCL, and (iii) any Cancelled Shares (to the extent provided in Section 2.1(b)), shall thereupon be converted automatically into and shall thereafter represent the right to receive an amount in cash equal to $523.22 (the “Series C Preferred Stock Merger Consideration”). (iii) Subject to Section 2.1(b), 2.1(d) and 2.1(e), each issued and outstanding share of $2.25 No Par Cumulative Convertible Preferred Stock, Series D, of the Company outstanding immediately prior to the Effective Time (such shares, collectively, “Company Series D Preferred Stock”, and each, a “Series D Preferred Share” and collectively with the Series C Preferred Shares and the Common Shares, the “Shares”), other than (i) any Series D Preferred Shares held by any direct or indirect wholly owned subsidiary of the Company, which Series D Preferred Shares shall remain outstanding except that the number of such Series D Preferred Shares shall be appropriately adjusted in the Merger to maintain relative ownership percentages (if any, the “Remaining Series D Preferred Shares” and collectively with the Remaining Series C Preferred Shares and the Remaining Common Shares, the “Remaining Shares”), (ii) any shares of Company Series D Preferred Stock (the “Dissenting Series D Preferred Shares” and collectively with the Dissenting Series C Preferred Shares and the Dissenting Common Shares, the “Dissenting Shares”) that are owned by stockholders (the “Dissenting Series D Preferred Stockholders” and, collectively with the Dissenting Common Stockholders and the Dissenting Series C Preferred Stockholders, the “Dissenting Stockholders”) properly exercising appraisal rights pursuant to Section 262 of the DGCL, and (iii) any Cancelled Shares (to the extent provided in Section 2.1(b)), shall thereupon be converted automatically into and shall thereafter represent the right to receive an amount in cash equal to $481.37 (the “Series D Preferred Stock Merger Consideration” and collectively with the Series C Preferred Stock Merger Consideration and the Common Stock issued upon conversion of any Company Preferred Stock or exercise of Company Options or Company Warrants occurring after Merger Consideration, the date of this Agreement“Merger Consideration”). (iv) shall be All Shares that have been converted into the right to receive a number the Merger Consideration as provided in this Section 2.1 shall be automatically cancelled and shall cease to exist, and the holders of shares of Parent Common Stock equal to: (x) 500,000, divided by (y) the total number of shares of Company Common Stock outstanding at certificates which immediately prior to the Effective Time, Time represented such quotient Shares shall cease to be carried out have any rights with respect to eight decimal points (the "Common Stock Exchange Ratio"); (ii) Each issued and outstanding share of Company Preferred Stock (excluding shares cancelled pursuant to Section 2.01(b) and any Dissenting such Shares to the extent provided in Section 2.04) shall be converted into other than the right to receive a number of shares of Parent Common Stock equal to: (x) 1,000,000, divided by (y) the total number of shares of Company Preferred Stock outstanding at the Effective Time, such quotient carried out to eight decimal points (the "Preferred Stock Exchange Ratio"); (iii) The total number of shares of Parent Common Stock issuable in exchange for the Company Common Stock and Company Preferred Stock shall be referred to herein collectively as the “applicable Merger Consideration.” In no event shall the aggregate number of shares of Parent Common Stock to be issued or issuable hereunder in exchange for Company Common Stock and Company Preferred Stock exceed 1,500,000 (or such lesser number if decreased Consideration in accordance with Section 2.04). Except as set forth in this Article II, no other amounts shall be payable with respect to such Company Common Stock2.2.

Conversion of Company Common Stock and Company Preferred Stock. (i) Each Subject to Sections 2.01(b), 2.01(c)(ii) and 2.01(d), (1) each issued and outstanding share of Company Common Stock owned by a Principal Company Stockholder shall be converted into the right to receive $1.52 in cash (excluding shares cancelled pursuant to Section 2.01(bsuch amount per share of Company Common Stock, the “PCS Common Merger Consideration”), (2) and any Dissenting Shares to the extent provided in Section 2.04 but including all shares each other issued share of Company Common Stock shall be converted into the right to receive cash in an amount equal to the greater of (A) $2.57 and (B) the product of (x) the Common Price Ratio (as defined below) and (y) $2.57 (such greater amount per share of Company Common Stock, the “Common Merger Consideration”), (3) each issued upon conversion share of any Series A Company Preferred Stock or exercise of Company Options or Company Warrants occurring after the date of this Agreement(as defined below) shall be converted into the right to receive a number in cash the quotient of shares of Parent Common Stock equal to: (x) 500,000, $44,893,310 divided by (y) the total number of shares of Company Common Stock outstanding at the Effective Timesuch issued shares, such quotient to be carried out to eight decimal points (the "Common Stock Exchange Ratio"); (ii4) Each each issued and outstanding share of Series A-1 Company Preferred Stock (excluding shares cancelled pursuant to Section 2.01(b) and any Dissenting Shares to the extent provided in Section 2.04as defined below) shall be converted into the right to receive a number in cash the quotient of shares of Parent Common Stock equal to: (x) 1,000,000, $53,106,702 divided by (y) the total number of such issued shares and (5) each issued share of Series B Company Preferred Stock outstanding at (as defined below) shall be converted into the right to receive in cash the quotient of (x) $16,681,233 divided by (y) the number of such issued shares. (ii) In the event that any cash payment will be due following the Effective TimeTime from the Company to a holder of a Company Stock Option pursuant to Section 6.04 (after taking into account any such holder that irrevocably waives his or her right to any such payment), the PCS Common Merger Consideration and the Common Merger Consideration shall be appropriately adjusted (pro rata, on a per share basis) so that the aggregate amount of the Merger Consideration and such quotient carried out payment or payments following such adjustment equals the amount of the Merger Consideration (excluding any such payment or payments) prior to eight decimal points (the "Preferred Stock Exchange Ratio");such adjustment. (iii) The total number For purposes of shares this Agreement: (1) “Common Price Ratio” means a fraction equal the quotient of Parent (x) the Closing Common Price divided by (y) the Signing Common Price, (2) “Signing Common Price” means $2.9693 and (3) “Closing Common Price” means the average of the closing prices in Japanese yen of a share of Common Stock issuable in exchange of the Parent on the Tokyo Stock Exchange (“TSE”) for the Company Common Stock and Company Preferred Stock shall be referred thirty trading day period ending on the second business day prior to herein collectively as the “Merger ConsiderationClosing Date, converted into U.S. dollars at the 4:00 p.m., New York time, exchange rate of Japanese yen to U.S. dollars published by the Wall Street Journal (New York City edition) on the second business day immediately prior to the Closing Date.” In no event shall the aggregate number of shares of Parent Common Stock to be issued or issuable hereunder in exchange for Company Common Stock and Company Preferred Stock exceed 1,500,000 (or such lesser number if decreased in accordance with Section 2.04). Except as set forth in this Article II, no other amounts shall be payable with respect to such Company Common Stock.