Common use of Conversion of Company Common Stock Clause in Contracts

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 and Section 2.02(e) of this Agreement, each share of the Company’s common stock, $0.10 par value per share (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 shares of common stock, no par value, of Parent (“Parent Common Stock”) (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall be canceled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Stock Consideration for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Company Common Stock. (a) At Subject to Section 3.8, at the Effective Time, subject to by virtue of the other provisions Merger and without any action on the part of this Section 1.04 and Section 2.02(eParent, Acquisition Sub, the Company or any holder of Company Common Stock or Company Series A Preferred Stock: (i) of this Agreement, each Each share of the Company’s common stock, $0.10 par value per share (“Company Common Stock”), Stock and Company Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held and Company Series A Preferred Stock that are owned by stockholders (“Dissenting Stockholders”) who have properly demanded in compliance in all respects with Section 262 of the Company's treasury DGCL and not withdrawn a demand for, or lost their right to, appraisal pursuant to Section 262 of the DGCL with respect to such shares (ii“Excluded Shares”) shall be automatically canceled and converted into the right to receive an amount in cash equal to the Common Stock Offer Price or Preferred Stock Offer Price, as applicable (the “Merger Consideration”), without interest. At the Effective Time, all of the shares of Company Common Stock held directly or indirectly by Parent or the and Company or Series A Preferred Stock shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each certificate (a “Company Stock Certificate”) formerly representing any of their respective Subsidiaries such shares (except for Trust Account other than Excluded Shares) and each non-certificated share represented by book entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Merger Consideration, without interest, and each Company Stock Certificate formerly representing shares of Company Common Stock or Company Series A Preferred Stock, or Book Entry Shares and DPC Shares))owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 3.6. (ii) Each Excluded Share shall, shall by virtue of this Agreement the Merger and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding outstanding, shall be cancelled without payment of any consideration therefor and shall be converted into and become cease to exist, subject to any rights the right to receive 0.5175 shares of common stock, no par value, of Parent (“Parent Common Stock”) (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”)holder thereof may have under Section 3.6. (biii) At the Effective Time, each share of common stock, par value $0.01 per share, of Acquisition Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation. (iiv) all Any shares of Company Common Stock that are owned and Company Series A Preferred Stock then held by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), ’s treasury shall be canceled and retired and shall cease to exist exist, and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (cv) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding Any shares of Company Common Stock (and Company Series A Preferred Stock then held by Acquisition Sub that were accepted for payment by Acquisition Sub in the “Certificates”, it being understood that any reference herein to “Certificates” Offer shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) canceled and retired and shall cease to have any rights as shareholders of the Companyexist, except the right to receive the Per Share Stock Consideration for each such share held by them. The and no consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Considerationshall be delivered in exchange therefor.” (db) Notwithstanding any provision herein Subject to the contrarySection 2.1(f), if, between the date of this Agreement hereof and the Effective Time, the shares of Parent outstanding Company Common Stock or Company Common Series A Preferred Stock shall be are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalizationrecapitalization or other similar transaction, split-up, combination, exchange then the amount of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders cash into which each share of Company Common Stock and Company Series A Preferred Stock is converted in the same economic effect as contemplated by this Agreement prior Merger shall be adjusted to such eventthe extent appropriate.

Conversion of Company Common Stock. (a) At the Effective Time, subject Subject to the other provisions of this Section 1.04 and Section 2.02(e) of this Agreement1.7(b), each share of the Company’s common stock's Common Stock, $0.10 no par value per share (“the "Company Common Stock”"), issued and outstanding immediately prior to the Effective Time (other than (iexcept as otherwise provided in Section 1.7(b)) shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares))will, shall by virtue of this Agreement the Merger and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding canceled and shall be converted into and become the right to receive 0.5175 receive, upon the surrender of the certificate formerly representing such share, that number of shares of common stockthe Parent Corporation's Common Stock, no par value, of Parent value $0.001 per share (“the "Parent Common Stock”") (such shares, equal to the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”). (b) At . The Exchange Ratio shall be .5223. In the Effective Time, (i) all shares event the number of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares issuable upon surrender of Company Common StockStock by any holder shall include a fraction of a share, and the number of shares of Parent Common Stock which are similarly held, being referred issuable to herein as “DPC Shares”)), such holder shall be canceled rounded down to the next lowest whole number of shares and shall cease to exist and no stock of Parent or other consideration such holder shall be delivered paid cash in exchange thereforlieu of such fractional share as set forth in Section 3.2(c). All shares of Parent Common Stock that are owned by In the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Timeevent that, holders of certificates which immediately prior subsequent to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Stock Consideration for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and but prior to the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall be are changed into a different number or class of shares by reason or a different class as a result of any a stock split, reverse stock split, stock dividend, subdivision, reclassification, recapitalization, split-up, combination, exchange exchange, recapitalization or similar transaction, the number of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give of Parent and the holders Common Stock into which each share of Company Common Stock will be converted as a result of the same economic effect Merger will be adjusted appropriately. (b) Each share of Company Common Stock held in the treasury of the Company, held by any Subsidiary (as contemplated defined in Section 1.7(d)) of the Company or held by the Parent Corporation or any Subsidiary of the Parent Corporation immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and retired and will cease to exist. For purposes of this Section 1.7(b), shares of Company Common Stock owned beneficially or held of record by any plan, program or arrangement sponsored or maintained for the benefit of any current or former employee of the Company, the Parent Corporation or any of their respective Subsidiaries will not be deemed to be held by the Company, the Parent Corporation or any such Subsidiary, regardless of whether the Company, the Parent Corporation or any such Subsidiary has the power, directly or indirectly, to vote or control the disposition of such shares. (c) The shares of Parent Common Stock to be issued upon the conversion of shares of Company Common Stock pursuant to Section 1.7(a) and any cash to be paid in lieu of fractional shares of Parent Common Stock pursuant to Section 3.2(c) are referred to in this Agreement prior to such eventcollectively as the "Merger Consideration."

Conversion of Company Common Stock. (a) At the Effective Time, subject Subject to the other provisions of this Section 1.04 and Section 2.02(e) of this Agreement2.02, each share of the Company’s common stock, $0.10 par value per share (“Company Common Stock”), Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and canceled in accordance with Section 2.01(b)) shall be converted into and become the right to receive 0.5175 shares 0.70 of common stock, no par value, of Parent a fully paid and nonassessable share (“Parent Common Stock”) (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly heldStock, whether held directly or indirectly by Parent or together with the Company, as associated preferred share purchase rights granted pursuant to the case may be, being referred to herein as Rights Agreement (the “Trust Account SharesMerger Consideration”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any ). All such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”))when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist exist, and no stock each holder of Parent a certificate (or other consideration shall be delivered evidence of shares in exchange therefor. All shares of Parent Common Stock book-entry form) that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding any such shares of Company Common Stock (the each, a “CertificatesCertificate”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) shall cease to have any rights as shareholders of the Companywith respect thereto, except the right to receive the Per Share Stock Merger Consideration for each such share held by them. The consideration which and any holder cash in lieu of Company fractional shares of Parent Common Stock is to be issued or paid in consideration therefor and any dividends or other distributions to which holders become entitled to receive pursuant to this ARTICLE I is referred to herein as upon the “Merger Consideration”surrender of such Certificate in accordance with Section 2.02, without interest. The consideration which all of Notwithstanding the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contraryforegoing, if, if between the date of this Agreement and the Effective Time, Time the outstanding shares of Parent Common Stock or Company Common Stock shall be have been changed into a different number or class of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split-up, combination, consolidation or exchange of shares or readjustmentshares, or a stock dividend declared thereon with a record date within said periodany similar event shall have occurred, appropriate adjustments shall then any number or amount contained herein which is based upon the number of shares of Parent Common Stock or Company Common Stock, as the case may be, will be made appropriately adjusted to the Exchange Ratio provide to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided, however, that this sentence shall not be construed to permit Parent or the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. As and to the extent provided in Section 2.02(j), the right of any holder of a Certificate to receive the Merger Consideration shall be subject to and reduced by the amount of any withholding under applicable Tax Law.

Conversion of Company Common Stock. (a) At the Effective Time, subject by virtue of the Merger and without any action on the part of Parent or the Company or the holder of any of the following securities: (a) Subject to the other provisions of this Section 1.04 and Section 2.02(e) of this Agreement2.2(e), each share of the Company’s common stock, $0.10 1.00 par value per share (the “Company Common Stock”), of the Company issued and outstanding immediately prior to the Effective Time (other than (i) Time, except for shares of Company Common Stock held in owned by the Company's Company as treasury and (ii) shares of Company Common Stock held directly stock or indirectly owned by Parent or the Company or any Parent (in each case other than shares (x) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties, or (y) held, directly or indirectly, as a result of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)debts previously contracted), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become 1.155 shares (the right to receive 0.5175 shares “Exchange Ratio”) of common stock, no par valuevalue per share, of Parent (the “Parent Common Stock”) (such sharesconsideration, the “Per Share Stock Merger Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”). (b) At All of the Effective Time, (i) all shares of Company Common Stock that are owned by converted into the Company as treasury stock right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall automatically be canceled cancelled and shall cease to exist and no stock as of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and each certificate (the each, a “Certificates”, Certificate,” it being understood that any reference herein to “CertificatesCertificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall cease to have any rights as shareholders of the Company, except thereafter represent only the right to receive (i) the Per Share Merger Consideration, including a certificate (it being understood that any reference herein to a “certificate” representing shares of Parent Common Stock Consideration for each shall be deemed to include, unless the context otherwise requires, reference to book-entry account statements relating to the ownership of shares of Parent Common Stock) representing the number of whole shares of Parent Common Stock which such share held by them. The consideration which any holder shares of Company Common Stock is entitled represented by such Certificate have been converted into the right to receive pursuant to this ARTICLE I is referred to herein as Section 1.5(a), (ii) cash in lieu of fractional shares which the “Merger Consideration”. The consideration which all shares of Company Common Stock represented by such Certificate have been converted into the Company shareholders are entitled right to receive pursuant to this ARTICLE I is referred Section 1.5(a) and Section 2.2(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to herein as receive pursuant to Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged for the “Aggregate Merger Consideration.” (d) Notwithstanding Consideration and the other amounts specified in the immediately preceding sentence upon the surrender of such Certificates in accordance with Section 2.2, without any provision herein interest thereon. If, prior to the contrary, if, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall be have been increased, decreased, changed into or exchanged for a different number or class kind of shares by reason or securities as a result of any reclassificationa reorganization, recapitalization, reclassification, stock dividend, stock split-up, combination, exchange of shares or readjustmentreverse stock split, or a stock other similar change in capitalization, or there shall be any extraordinary dividend declared thereon with a record date within said periodor distribution, an appropriate adjustments and proportionate adjustment shall be made to the Exchange Ratio Merger Consideration; provided that nothing contained in this sentence shall be construed to give permit the Company or Parent and to take any action with respect to the holders outstanding shares of Parent Common Stock or Company Common Stock, as applicable, that is expressly prohibited by the terms of this Agreement. (c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Company Common Stock that are owned by the same economic effect Company as contemplated treasury stock or owned by this Agreement prior the Company or Parent (in each case other than shares (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties, or (ii) held, directly or indirectly, as a result of debts previously contracted) shall be cancelled and cease to such eventexist and no Merger Consideration shall be delivered or exchanged therefor.

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 and Section 2.02(e) of this Agreement, each share of the Company’s common stock, $0.10 par value $.01 per share share, of the Company (“the "Company Common Stock”), ") issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held in the Company's treasury or directly or indirectly by Parent, Sub or the Company, and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries Dissenting Shares (except for Trust Account Shares and DPC Sharesas such term is defined in Section 1.06 hereof))) shall, shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 and be exchangeable for $2.244 per share in cash (the "Cash Per Share Price") and 0.33 shares of common stockClass A Common Stock, no par valuevalue $.01 per share (the "Parent Common Stock"), of Parent (“the "Stock Per Share Price" and, together with the Cash Per Share Price, the "Per Share Price"). By way of example, a holder of 1,000 shares of Company Common Stock will receive $2,244.00 in cash and 330 shares of Parent Common Stock”) (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”). (b) At the Effective Time, (i) all shares Each share of Company Common Stock that are owned by converted into the Company as treasury stock Per Share Price pursuant to this Article I shall no longer be outstanding and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts shall automatically be canceled and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such sharesshall cease to exist, and shares of Parent Common Stock which are similarly heldeach certificate (each a "Certificate," and collectively, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”"Certificates") or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (representing any such shares of Company Common Stock, Stock shall thereafter represent the right to receive (i) cash equal to the Cash Per Share Price multiplied by the number of shares of Company Common Stock represented by such Certificate and (ii) shares of Parent Common Stock which are similarly heldequal to the Stock Per Share Price multiplied by the number of shares of Company Common Stock represented by such Certificate (in the aggregate, being referred the "Merger Consideration") or the right to herein as “DPC Shares”)), perfect their right to receive payment for their shares pursuant to the DGCL and Section 1.06 hereof. Certificates previously representing shares of Company Common Stock shall be canceled exchanged for the Merger Consideration upon the surrender of such Certificates in accordance with Section 2.02 hereof, without any interest thereon, subject to applicable law and shall cease the provisions of this Agreement relating to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries Dissenting Shares (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parentas hereinafter defined). (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Stock Consideration for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, ifIf, between the date of this Agreement and the Effective Timedate of payment of any portion of the Merger Consideration payable hereunder, the outstanding shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, recapitalization or exchange of shares or readjustment, or if a stock split, combination, stock dividend, stock rights or extraordinary dividend thereon shall be declared thereon with a record date within said period, appropriate adjustments the Stock Per Share Price shall be made correspondingly adjusted. No fractional shares of Parent Common Stock will be issued and, in lieu thereof, any stockholder entitled to receive a fractional share of Parent Common Stock shall be paid in cash an amount equal to the Exchange Ratio value of such fractional shares, which shall be calculated as the fraction of the share of Parent Common Stock that would otherwise be issued multiplied by $3.35. (d) The Company (i) will grant no additional options or restricted stock or similar rights under its 1996 Incentive Stock Option Plan (the "Option Plan") or otherwise on or after the date of this Agreement and (ii) has suspended, pending the termination of this Agreement without the Merger being consummated, the Option Plan without prejudice to give Parent the rights of the holder of options awarded pursuant thereto. The Company will use reasonable diligence and timely efforts to obtain the holders consent of each holder of an option or restricted stock right (whether or not then exercisable or vested) to the cancellation or conversion into shares of Company Common Stock of his, her or its options or warrants in exchange for, at the same economic effect as contemplated Effective Time, a number of shares of Parent Common Stock equal to (A) the Stock Per Share Price (B) multiplied by this Agreement the difference between $3.35 and the exercise price thereof, (C) divided by $1.106, and (D) multiplied by the number of shares of Company Common Stock subject thereto. By way of example, a holder of options to purchase 1,000 shares of Company Common Stock at an exercise price of $3.00 will receive 104 shares of Parent Common Stock. (e) Each share of Company Common Stock held in the treasury of the Company, and each share of Company Common Stock owned directly or indirectly by Parent, Sub or the Company, shall be canceled and retired without payment of any consideration therefor. Each share of common stock, par value $.01 per share, of Sub issued and outstanding immediately prior to such eventthe Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation.

Conversion of Company Common Stock. (a) At the Effective Time, subject by virtue of the Merger and without any action on the part of Parent, the Company, Merger Sub or the holder of any of the following securities: (a) Subject to the other provisions of this Section 1.04 and Section 2.02(e) of this Agreement2.2(e), each share of the Company’s common stock, $0.10 no par value per share (the “Company Common Stock”), of the Company issued and outstanding immediately prior to the Effective Time (other than (i) Time, except for shares of Company Common Stock held in owned by the Company's Company as treasury and (ii) shares of Company Common Stock held directly stock or indirectly owned by Parent or the Company or any Parent (in each case other than shares (x) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties, or (y) held, directly or indirectly, as a result of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)debts previously contracted), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become (i) 0.9650 shares (the right to receive 0.5175 shares “Exchange Ratio”) of common stock, no par valuevalue $1.00 per share, of Parent (the “Parent Common Stock”) and (such sharesii) the right to receive, without interest $2.00 in cash (the “Per Share Stock Cash Consideration” and together with the ratio shares of the Per Share Parent Common Stock Consideration to onereferenced in clause (i), the “Exchange RatioMerger Consideration”). (b) At All of the Effective Time, (i) all shares of Company Common Stock that are owned by converted into the Company as treasury stock right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall automatically be canceled cancelled and shall cease to exist and no stock as of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and each certificate (the each, a “Certificates”, Certificate,” it being understood that any reference herein to “CertificatesCertificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall cease to have any rights as shareholders of the Company, except thereafter represent only the right to receive (i) the Merger Consideration, including a certificate (it being understood that any reference herein to a “certificate” representing shares of Parent Common Stock shall be deemed to include, unless the context otherwise requires, reference to book-entry account statements relating to the ownership of shares of Parent Common Stock) representing the number of whole shares of Parent Common Stock and Per Share Stock Cash Consideration for each which such share held by them. The consideration which any holder shares of Company Common Stock is entitled represented by such Certificate have been converted into the right to receive pursuant to this ARTICLE I is referred to herein as Section 1.5(a), (ii) cash in lieu of fractional shares which the “Merger Consideration”. The consideration which all shares of Company Common Stock represented by such Certificate have been converted into the Company shareholders are entitled right to receive pursuant to this ARTICLE I is referred Section 1.5(a) and Section 2.2(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to herein as receive pursuant to Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged for the “Aggregate Merger Consideration.” (d) Notwithstanding Consideration and the other amounts specified in the immediately preceding sentence upon the surrender of such Certificates in accordance with Section 2.2, without any provision herein interest thereon. If, prior to the contrary, if, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall be have been increased, decreased, changed into or exchanged for a different number or class kind of shares by reason or securities as a result of any reclassificationa reorganization, recapitalization, reclassification, stock dividend, stock split-up, combination, exchange of shares or readjustmentreverse stock split, or a stock other similar change in capitalization, or there shall be any extraordinary dividend declared thereon with a record date within said periodor distribution, an appropriate adjustments and proportionate adjustment shall be made to the Exchange Ratio Merger Consideration; provided, that nothing contained in this sentence shall be construed to give permit the Company or Parent and to take any action with respect to the holders outstanding shares of Parent Common Stock or Company Common Stock, as applicable, that is expressly prohibited by the terms of this Agreement. (c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Company Common Stock that are owned by Company as treasury stock or owned by the same economic effect Company or Parent (in each case other than shares (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties, or (ii) held, directly or indirectly, as contemplated by this Agreement prior a result of debts previously contracted) shall be cancelled and cease to such eventexist and no Merger Consideration shall be delivered or exchanged therefor.

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 Article I and Section 2.02(eSections 2.2(f) of this Agreementand 9.1(g) hereof, each share of the Company’s common stock, $0.10 0.01 par value per share share, of the Company (the “Company Common Stock”), ) issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Shares, as such term is defined in Section 1.4(d) hereof))) shall, shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 shares of common stock, no par value, of Parent a fraction (“Parent Common Stock”) (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration subject to oneadjustment as provided for herein, the “Exchange Ratio”) of a share of Parent Common Stock, calculated as of the Determination Date, whose numerator is $10.00 and whose denominator is the Average Closing Price, provided, however, that in no event shall the Exchange Ratio be greater than 0.38 or less than 0.34 (the “Merger Consideration”). (b) All of the shares of Company Common Stock converted into the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate or direct registration statement previously representing any such shares of Company Common Stock (each a “Certificate”) shall thereafter cease to have any rights with respect to such securities, except the right to receive (i) the Merger Consideration, (ii) any dividends and other distributions in accordance with Section 2.2(c) hereof, and (iii) any cash to be paid in lieu of any fractional share of Parent Common Stock in accordance with Section 2.2(f) hereof. (c) If, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within such period, proportionate adjustments shall be made to the Exchange Ratio and any references in this Agreement to “Exchange Ratio” shall thereafter be deemed to refer to the Exchange Ratio after giving effect to any adjustment made pursuant to this Section 1.4(c). (d) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, being referred to herein as “DPC Shares”)), ) shall be canceled cancelled and shall cease to exist exist, and no stock of Parent Parent, cash or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Stock Consideration for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 1.7 and Section 2.02(e2.1(e) of this Agreementhereof, each share of the Company’s common stock, $0.10 par value per share (“Company Common Stock”), Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held in owned (x) by the Company's Company as treasury and stock or (iiy) shares of Company Common Stock held directly or indirectly by Parent iPCS or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Sharesas defined below))) shall, shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease be converted into 0.7725 shares (the "Exchange Ratio") of validly issued, fully paid and nonassessable shares of iPCS Common Stock. All shares of Company Common Stock converted into iPCS Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be converted into cancelled and become shall cease to exist, and each certificate (each, a "Company Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive 0.5175 (i) certificates evidencing the number of whole shares of common iPCS Common Stock and (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e). Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Company Certificates in accordance with Section 2.1 hereof, without any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after the date of this Agreement of restricted stock, no par valueoptions, warrants or other rights to purchase Company Common Stock (other than a Permitted Company Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of Parent (“Parent securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock”, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (such sharesii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”)Ratio shall be appropriately adjusted. (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent iPCS or the Company or any of their respective Subsidiaries (other than shares shall, by virtue of Company Common Stock (x) held directly or indirectly in trust accountsthis Agreement and without any action on the part of the holder thereof, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall be canceled cancelled and shall cease to exist and no stock of Parent iPCS or other consideration shall be delivered in exchange therefor. All shares of Parent iPCS Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of ParentiPCS. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Stock Consideration for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Company Common Stock. (a) At the Effective Time, subject Subject to the other provisions of this Section 1.04 and Section 2.02(e) of this Agreement1.8(b), each share of the Company’s common stock's Common Stock, $0.10 par value $.01 per share (“the "Company Common Stock”"), issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held in the treasury of the Company's treasury and , held by any Subsidiary (iias defined in Section 1.8(d)) shares of Company Common Stock held directly or indirectly by Parent or the Company or held by the Parent Corporation or any Subsidiary of their respective Subsidiaries (except for Trust Account Shares and DPC Shares))the Parent Corporation) will, shall by virtue of this Agreement the Merger and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding canceled and shall be converted into and become the right to receive 0.5175 shares receive, upon the surrender of common stockthe certificate formerly representing such share, no one share of the Parent Corporation's Common Stock, par value, of Parent value $1.00 per share (“the "Parent Common Stock”) (such shares"). In the event that, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration subsequent to one, the “Exchange Ratio”). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall be canceled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Stock Consideration for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and but prior to the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall be are changed into a different number or class of shares by reason or a different class as a result of any a stock split, reverse stock split, stock dividend, subdivision, reclassification, recapitalization, split-up, combination, exchange exchange, recapitalization or similar transaction, the number of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give of Parent and the holders Common Stock into which each share of Company Common Stock will be converted as a result of the same economic effect as contemplated Merger will be adjusted appropriately and provisions will be made for appropriate payments of cash in lieu of the issuance of fractional shares of Parent Common Stock. (b) Each share of Company Common Stock held in the treasury of the Company, held by any Subsidiary of the Company or held by the Parent Corporation or any Subsidiary of the Parent Corporation immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and retired and will cease to exist. For purposes of this Section 1.8(b), shares of Company Common Stock owned beneficially or held of record by any plan, program or arrangement sponsored or maintained for the benefit of any current or former employee of the Company, the Parent Corporation or any of their respective Subsidiaries will not be deemed to be held by the Company, the Parent Corporation or any such Subsidiary, regardless of whether the Company, the Parent Corporation or any such Subsidiary has the power, directly or indirectly, to vote or control the disposition of such shares. (c) The shares of Parent Common Stock to be issued upon the conversion of shares of Company Common Stock pursuant to Section 1.8(a) and any cash to be paid in lieu of fractional shares of Parent Common Stock pursuant to Section 1.8(a) are referred to in this Agreement prior to such eventcollectively as the "Merger Consideration." (d) The term "Subsidiary" as used in this Agreement means any corporation, partnership, limited liability company or other business entity 50 percent or more of the outstanding voting equity securities of which are owned, directly or indirectly, by the Company or the Parent Corporation, as applicable.

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 and Section 2.02(e) of this Agreement, each Each share of the Company’s common stock, $0.10 par value $.01 per share share, of the Company (“Company Common Stock”), ) issued and outstanding immediately prior to the Effective Time (other than (i) any shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding canceled pursuant to Section 2.1.2 and Dissenting Shares) shall be converted converted, subject to this Section 2.1.1 and Section 2.2.5, into and become the right to receive 0.5175 receive: (A) 0.1791 shares (the “Exchange Ratio”) of common stock, no par value, of Parent value $.01 per share (“Parent Common Stock”), of Parent (the “Stock Consideration”); and (B) $9.375 in cash (such sharesthe “Cash Consideration”; and, together with the Stock Consideration, as the same may be adjusted pursuant to the last sentence of this Section 2.1.1, the “Per Share Stock Merger Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”). (b) At the Effective Time, (i) all . All such shares of Company Common Stock that are owned by shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each certificate previously representing any such share shall thereafter represent the right to receive the Merger Consideration therefor. No fractional share of Parent Common Stock shall be issued, and in lieu thereof, a cash payment shall be made pursuant to Section 2.2.5 hereof. In the event that, at the time the Company as treasury stock and is first able to mail the Proxy Statement to its stockholders (ii) all the “Mailing Date”), Parent shall reasonably determine, after consultation with outside counsel, that the number of shares of Company Parent Common Stock that are owned directly or indirectly by Parent or included in the Company or any Merger Consideration when aggregated with the number of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred will be subject to herein as “Trust Account Shares”issuance with respect to Company Options pursuant to Section 2.5 (excluding those Company Options which have become subject to Consents) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall be canceled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “CertificatesIssuances”) will result in the Merger becoming subject to approval by the stockholders of Parent pursuant to Rule 312.03 of the New York Stock Exchange (the “Parent Approval Requirement”), it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating then Parent may, upon two Business Days notice to the ownership Company given within two Business Days after the Company notifies Parent of shares of Company Common Stock) shall cease its intent to have any rights as shareholders of mail the CompanyProxy Statement, except adjust the right to receive Cash Consideration and the Per Share Stock Consideration for each such share held by them. as follows: (a) The consideration which any holder of Company Common Stock is entitled to receive Exchange Ratio may be reduced (pursuant to this ARTICLE I is referred to herein as a resolution duly adopted by the “Merger Consideration”. The consideration which all of Parent Board) to, and only to, such level that the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as Issuances no longer result in the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein Parent Approval Requirement applying to the contraryMerger (Parent having so been advised by outside counsel), ifprovided, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to that the Exchange Ratio shall not be adjusted to give Parent and a level that would result in a failure of the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to conditions set forth in Sections 6.2.3 or 6.3.3; and (b) In such event, the Cash Consideration shall be increased to an amount such that the sum of (i) such adjusted Cash Consideration and (ii) the adjusted Exchange Ratio multiplied by $52.3365 equals $18.75.

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 1.4 and Section 2.02(e) of this Agreement2.2(e), each share of the Company’s common stock, $0.10 no par value per share (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held in the Company's ’s treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Shares), as such terms are defined in Section 1.4(b) hereof), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 1.35 shares of common stock, no $2.50 par value, of Parent (“Parent Common Stock”), together with the number of Parent Rights (as defined in Section 4.2) associated therewith (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration such number to one, the “Exchange Ratio”). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties or any shares held in any employee plan disclosed on Section 3.11 of the Disclosure Schedule (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or and (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall be canceled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Stock Consideration for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE Article I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE Article I is referred to herein as the “Aggregate Merger Consideration”.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventRatio.

Conversion of Company Common Stock. (aSubject to Section 3.2(e) At the Effective Timehereof, subject to the other provisions of this Section 1.04 and Section 2.02(e) of this Agreement, ---------------------------------- -------------- each share of the Company’s common stock, $0.10 par value per share (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time share of Company Common stock (other than (i) shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and canceled in accordance with Section 3.1(b) hereof) shall be converted into -------------- the Conversion Number (as defined below) of duly authorized, validly issued and become the right to receive 0.5175 shares of common stock, no par value, of Parent (“Parent Common Stock”) (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall be canceled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All nonassessable shares of Parent Common Stock that are owned by have been registered with the Company or SEC as provided herein; provided, however, that, in any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Timeevent, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Stock Consideration for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, if, if between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall be have been changed into a different number or class of shares or a different class, by reason of any declared or completed stock dividend, subdivision, reclassification, recapitalization, split-up, combination, or exchange of shares or readjustmentshares, the Conversion Number shall be correspondingly adjusted to the extent appropriate to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made exchange of shares. Subject to the Exchange Ratio to give Parent and provisions hereof, as of the holders Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the same economic effect right to receive upon the surrender of such certificates, certificates representing the shares of Parent Common Stock, and cash in lieu of fractional shares of Parent Common Stock. For purposes hereof, the Conversion Number shall be equal to the value "X" in the following formula (subject to modification as contemplated by provided in this Agreement prior to such event.Section 3.1 and in Section ----------- ------- 6.13 hereof): ---- X = (1.454 x A) / B where:

Conversion of Company Common Stock. (a) At the Effective Time, subject by virtue of the First-Step Merger and without any action on the part of Parent, Merger Sub or the Company or the holder of any of the following securities: (a) Subject to the other provisions of this Section 1.04 and Section 2.02(e) of this Agreement2.2(e), each share of the Company’s common stock, $0.10 par value $0.01 per share share, of the Company (the “Company Common Stock”), ) issued and outstanding immediately prior to the Effective Time Time, except for shares of Company Common Stock owned by the Company as treasury stock or owned by the Company or Parent (in each case, other than (i) shares of Company Common Stock held in the Company's treasury and (ii) shares of any Company Common Stock held directly Benefit Plans or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 shares of common stock, no par value, of Parent (“Parent Common Stock”) (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in related trust accounts, managed accounts accounts, mutual funds and the like like, or otherwise held in a fiduciary or agency capacity for the benefit or as a result of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt debts previously contracted (any such shares of Company Common Stockcollectively, and shares of Parent Common Stock which are similarly held, being referred to herein as the “DPC Exception Shares”)), shall be canceled converted, in accordance with the procedures set forth in this Agreement, into the right to receive the following, without interest: (i) $2.25 in cash (the “Cash Consideration”); and (ii) 0.6375 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of Parent Common Stock (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”) and cash in lieu of fractional shares as calculated pursuant to Section 2.2(e); it being understood that upon the effective time of the Second-Step Merger, the Parent Common Stock, including the shares issued to former holders of Company Common Stock as Merger Consideration, shall be the common stock of the Surviving Corporation. (b) All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist and no stock as of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and each certificate (the each, an “CertificatesOld Certificate”, it being understood that any reference herein to “CertificatesOld Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall cease to have any rights as shareholders of the Company, except thereafter represent only the right to receive (i) the Per Share Stock Merger Consideration for each such share held by them. The consideration in accordance with, and subject to, Section 1.5(a), (ii) cash in lieu of fractional shares which any holder the shares of Company Common Stock is entitled represented by such Old Certificate have been converted into the right to receive pursuant to this ARTICLE I is Section 1.5 and Section 2.2(e), without any interest thereon and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b). Old Certificates previously representing shares of Company Common Stock shall be exchanged for evidence of shares in book entry form or, at Parent’s option, certificates (collectively referred to herein as “New Certificates”), representing the “Merger Stock Consideration (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) and the Cash Consideration”, as applicable, upon the surrender of such Old Certificates in accordance with Section 2.2, without any interest thereon. The consideration which all of the Company shareholders are entitled If, prior to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall be have been increased, decreased, or changed into or exchanged for a different number or class kind of shares by reason or securities, in any such case as a result of any reclassificationa reorganization, recapitalization, reclassification, stock dividend, stock split-up, combination, exchange of shares or readjustmentreverse stock split, or a stock other similar change in capitalization, or there shall be any extraordinary dividend declared thereon with a record date within said periodor distribution, an appropriate adjustments and proportionate adjustment shall be made to the Exchange Ratio Merger Consideration to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. (c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Company Common Stock that are owned by the Company or Parent (in each case, other than the Exception Shares) shall be cancelled and shall cease to exist and neither the Merger Consideration nor any other consideration shall be delivered in exchange therefor.

Conversion of Company Common Stock. (a) At the Effective Time, subject by virtue of the Merger and without any action on the part of Parent, Company, Merger Sub or the holder of any securities of Parent or Company: (a) Subject to the other provisions of this Section 1.04 and Section 2.02(e) of this Agreement2.2(e), each share of the Company’s common stock, $0.10 no par value per share (“value, of Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) the “Company Common Stock”), except for shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 shares of common stock, no par value, of Parent (“Parent Common Stock”) (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are or owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries Parent (in each case other than shares of Company Common Stock (xi) held directly or indirectly in trust accounts, managed accounts accounts, mutual funds and the like like, or otherwise held in a fiduciary or agency capacity for the benefit of that are beneficially owned by third parties (any such shares, and shares of Parent Common Stock which are similarly ii) held, whether held directly or indirectly indirectly, by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries Parent in respect of a debt debts previously contracted or (any such shares iii) owned by shareholders (“Dissenting Shareholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 23B.13.020(1) of Company Common Stockthe WBCA (collectively, and shares of Parent Common Stock which are similarly held, being referred to herein as the “DPC Excluded Shares”)), shall be canceled converted into the right to receive 0.4345 shares (the “Exchange Ratio” and such shares the “Merger Consideration”) of the common stock, par value $0.0001 per share, of Parent (the “Parent Common Stock”); it being understood that upon the Effective Time, pursuant to this Article I, the Parent Common Stock, including the shares issued to former holders of Company Common Stock, shall be the common stock of the Surviving Entity. (b) All the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist and no stock as of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and each certificate (the each, an “Certificates”, Old Certificate,” it being understood that any reference herein in this Agreement to an “CertificatesOld Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall cease to have any rights as shareholders of the Company, except thereafter represent only the right to receive (i) a New Certificate representing the Per Share number of whole shares of Parent Common Stock Consideration for each which such share held by them. The consideration which any holder shares of Company Common Stock is entitled have been converted into the right to receive, (ii) cash in lieu of fractional shares which the shares of Company Common Stock represented by such Old Certificate have been converted into the right to receive pursuant to this ARTICLE I is referred to herein as Section 1.4 and Section 2.2(e), without any interest thereon and (iii) any dividends or distributions which the “Merger Consideration”. The consideration which all of holder thereof has the Company shareholders are entitled right to receive pursuant to this ARTICLE I is referred Section 2.2, in each case, without any interest thereon. If, prior to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall be have been increased, decreased, changed into or exchanged for a different number or class kind of shares by reason or securities as a result of any reclassificationa reorganization, recapitalization, reclassification, stock dividend, stock split-up, combinationreverse stock split or other similar change in capitalization, exchange of shares or readjustmentbut, in each case, excluding the Equity Financing, or a stock there shall be any extraordinary dividend declared thereon with a record date within said periodor distribution, an appropriate adjustments and proportionate adjustment shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided that nothing contained in this sentence shall be construed to permit Company or Parent to take any action with respect to its securities or otherwise that is prohibited by the terms of this Agreement. (c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Company Common Stock that are owned by Company or Parent (in each case other than the Excluded Shares) shall be cancelled and shall cease to exist and no Parent Common Stock or other consideration shall be delivered in exchange therefor.

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 1.7 and Section 2.02(eSections 2.2(e) and 8.1(k) of this Agreement, each share of the Company’s common stock, $0.10 par value $5.00 per share (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) Dissenters’ Rights Shares, (ii) shares of Company Common Stock held in the Company's ’s treasury and (iiiii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 receive, 1.25 shares of common stock, no par value, of Parent (“Parent Common Stock”) (such shares, the “Per Share Common Stock Consideration” and the ratio of the Per Share Stock Consideration such number to one, the “Exchange Ratio”). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall be canceled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) ), if any, shall become treasury stock of Parent. (c) On Except as otherwise provided in Section 1.13 with respect to Dissenters’ Rights Shares, on and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Common Stock Consideration and any cash in lieu of fractional shares for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE Article I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE Article I is referred to herein as the “Aggregate Merger Consideration”.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventRatio.

Conversion of Company Common Stock. (a) At the Effective Time, subject by virtue of the Merger and without any action on the part of Purchaser, the Company or the holder of any of the following securities: (a) Subject to the other provisions of this Section 1.04 and Section 2.02(e) of this Agreement2.2(e), each share of the Company’s common stock, $0.10 par value $0.01 per share share, of the Company (the “Company Common Stock”), ) issued and outstanding immediately prior to the Effective Time (other than (i) Time, except for shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 shares of common stock, no par value, of Parent (“Parent Common Stock”) (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are or otherwise owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries Purchaser (in each case other than shares of Company Common Stock (xi) held directly in Company Benefit Plans or indirectly in trust accounts, managed accounts accounts, mutual funds and the like or otherwise held in a fiduciary capacity for the benefit of third parties or agency capacity, or (any such shares, and ii) shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Companyindirectly, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt debts previously contracted contracted, collectively the “Excluded Shares”), shall be converted into the right to receive, without interest, 2.0 shares (any such the “Exchange Ratio”) of the common stock, par value $0.01 per share, of Purchaser (the “Purchaser Common Stock”); it being understood that upon the Effective Time, pursuant to Section 1.6, the Purchaser Common Stock, including the shares issued to former holders of Company Common Stock, and shall be the common stock of the Surviving Corporation. (b) All of the shares of Parent Company Common Stock which are similarly held, being referred converted into the right to herein as “DPC Shares”)), receive the Purchaser Common Stock pursuant to this Article I shall no longer be canceled outstanding and shall automatically be cancelled and shall cease to exist and no stock as of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and each certificate (the each, a “CertificatesCertificate”, it being understood that any reference herein to “CertificatesCertificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall cease to have any rights as shareholders of the Company, except thereafter represent only the right to receive (i) a certificate representing the Per Share number of whole shares of Purchaser Common Stock Consideration for each which such share held by them. The consideration which any holder shares of Company Common Stock is entitled have been converted into the right to receive, (ii) cash in lieu of fractional shares which the shares of Company Common Stock represented by such Certificate have been converted into the right to receive pursuant to this ARTICLE I is referred to herein as Section 1.5 and Section 2.2(e), without any interest thereon, and (iii) any dividends or distributions which the “Merger Consideration”. The consideration which all of holder thereof has the Company shareholders are entitled right to receive pursuant to this ARTICLE I is referred to herein as Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates or, at Purchaser’s option, evidence of shares in book-entry form (collectively, the “Aggregate Merger Consideration.New Certificates” ) representing whole shares of Purchaser Common Stock (dtogether with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) Notwithstanding upon the surrender of such Certificates in accordance with Section 2.2, without any provision herein interest thereon. If, prior to the contrary, if, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Purchaser Common Stock or Company Common Stock shall be have been increased, decreased, changed into or exchanged for a different number or class kind of shares by reason or securities as a result of any reclassificationa reorganization, recapitalization, reclassification, stock dividend, stock split-up, combination, exchange of shares reverse stock split or readjustmentother similar change in capitalization, or a stock there shall be any extraordinary dividend declared thereon with a record date within said periodor distribution, an appropriate adjustments and proportionate adjustment shall be made to the Exchange Ratio to give Parent and the holders of the Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. (c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of the Company Common Stock that are owned by the Company or Purchaser (in each case other than the Excluded Shares) shall be cancelled and shall cease to exist and no stock of Purchaser or any other consideration shall be delivered in exchange therefor.

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 1.4, Section 1.5, Section 1.8 and Section 2.02(e) of this Agreement2.2(e), each share of the Company’s common stock, $0.10 par value $5.00 per share share, of the Company (“"Company Common Stock”"), issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent Buyer or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares), as such terms are defined in Section 1.4(b) hereof), shall by virtue of this Agreement and without any action on the part of the Company, Parent Buyer or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 shares receive, at the election of the holder thereof as provided in Section 1.5, either: (i) 0.9227 (the "Exchange Ratio") of a share of Buyer's common stock, no par value, of Parent value (“Parent "Buyer Common Stock”"); or (ii) cash in an amount equal to $12.06 (such shares, the “"Per Share Stock Cash Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”"). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent Buyer or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Buyer Common Stock which are similarly held, whether held directly or indirectly by Parent Buyer or the Company, as the case may be, being referred to herein as “"Trust Account Shares”") or (y) held by Parent Buyer or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Buyer Common Stock which are similarly held, being referred to herein as “"DPC Shares”")), shall be canceled and shall cease to exist and no stock of Parent Buyer or other consideration shall be delivered in exchange therefor. All shares of Parent Buyer Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of ParentBuyer. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “"Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock") shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Stock Consideration consideration set forth in this Article I for each such share held by them. The consideration which any holder of one Company Common Stock is entitled to shareholder may receive pursuant to this ARTICLE Article I is referred to herein as the “"Merger Consideration”. The " and the consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE Article I is referred to herein as the “"Aggregate Merger Consideration".” (d) Notwithstanding any provision herein to the contrary, if, between the date of this the Existing Merger Agreement and the Effective Time, the shares of Parent Common Stock or Company Buyer Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventRatio.

Conversion of Company Common Stock. Subject to Sections 3.2 and 3.5, (ai) At the Effective Time, subject to the other provisions of this Section 1.04 each issued and Section 2.02(e) of this Agreement, each outstanding share of the Company’s common stockstock (a “Common Share”), $0.10 par value $0.01 per share share, of the Company (“Company Common Stock”), outstanding immediately prior to the Effective Time, shall thereupon be converted automatically into and shall thereafter represent the right to receive (A) 0.4 (the “Common Stock Exchange Ratio”) of a fully-paid and nonassessable share of common stock, par value $0.00002 per share, of Parent (“Parent Common Stock”), and (B) 0.012 (the “Series A Preferred Stock Exchange Ratio”) of a fully-paid and nonassessable share of Series A Convertible Preferred Stock, par value $0.00002 per share, of Parent (“Parent Series A Preferred Stock”), and (ii) each issued and outstanding share of preferred stock (a “Preferred Share”), par value $0.01 per share, of the Company (“Company Preferred Stock”), outstanding immediately prior to the Effective Time, shall thereupon be converted automatically into and shall thereafter represent the right to receive 0.02 (the “Series B Preferred Stock Exchange Ratio”) of a fully-paid and nonassessable share of Series B Convertible Preferred Stock, par value $0.00002 per share, of Parent (“Parent Series B Preferred Stock”). The shares of Parent Common Stock and Parent Series A Preferred Stock issued to each holder of Common Shares and the shares of Parent Series B Preferred Stock issued to each holder of Preferred Shares pursuant to this Section 3.1(a), are hereinafter referred to as the “Merger Consideration.” As a result of the Merger, at the Effective Time, each holder of Common Shares and each holder of Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the applicable portion of the Merger Consideration payable in respect of such Shares which are issued and outstanding immediately prior to the Effective Time (and any dividends or other than (i) shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)distributions payable pursuant to Section 3.6(c), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease all to be outstanding and shall be converted into and become issued or paid, without interest, in consideration therefor upon the right to receive 0.5175 shares surrender of common stock, no par value, of Parent (“Parent Common Stock”) (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly Shares in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall be canceled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Stock Consideration for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon accordance with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event.Section 3.6

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 2.2(e) and Section 2.02(e9.1(g) of this Agreementhereof, each share of the Company’s common stock, $0.10 no par value per share value, of the Company (“the "Company Common Stock”), ") issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (ias defined herein) shares of Company Common Stock held in the Company's treasury and (ii) other than shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Sharesshares, as such terms are defined in Section 1.4(b) hereof))) shall, shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease be converted into and exchangeable for 1.17 shares (the "Exchange Ratio") of the common stock, par value $2.50 per share, of Parent ("Parent Common Stock") (together with the number of Parent Rights (as defined in Section 5.2 hereof) associated therewith). All of the shares of Company Common Stock converted into Parent Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be converted into cancelled and become shall cease to exist, and each certificate (each a "Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive 0.5175 (i) the number of whole shares of common stock, no par value, Parent Common Stock and (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Certificate have been converted pursuant to this Section 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Parent (“Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificates in accordance with Section 2.2 hereof, without any interest thereon. If, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock”) (such sharesStock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”)Ratio shall be adjusted accordingly. (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “"Trust Account Shares”") or and (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, being referred to herein as “"DPC Shares”")), ) shall be canceled cancelled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after Notwithstanding anything in this Agreement to the Effective Timecontrary, holders shares of certificates Company Common Stock which are outstanding immediately prior to the Effective Time represented outstanding and with respect to which dissenters' rights shall have been properly demanded in accordance with Article 13 of the MBCA ("Dissenting Shares") shall not be converted into the right to receive, or be exchangeable for, Parent Common Stock or cash in lieu of fractional shares but, instead, the holders thereof shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Article 13 of the MBCA; provided, however, that (i) if any holder of Dissenting Shares shall subsequently deliver a written withdrawal of his demand for appraisal of such shares, or (ii) if any holder fails to establish his entitlement to dissenters' rights as provided in Article 13 of the MBCA, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” and each of such shares shall thereupon be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) shall cease to have any rights as shareholders of the Company, except been converted into the right to receive the Per Share Stock Consideration for each such share held by them. The consideration which any holder receive, and to have become exchangeable for, as of Company Common Stock is entitled to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class and/or cash in lieu of shares by reason of fractional shares, without any reclassificationinterest thereon, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent as provided in Section 1.4(a) and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventArticle II hereof.

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 and Section 2.02(e) and Section 8.01(k) of this Agreement, each share of the Company’s common stock, $0.10 0.01 par value per share (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held in the Company's ’s treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become into, subject to the limitations set forth in this Agreement, the right to receive 0.5175 receive, at the election of the holder thereof as provided in Section 1.05 either (i) $15.75 in cash, without interest (the “Cash Consideration”); (ii) 1.422 shares of the common stock, no $0.01 par valuevalue per share, of Parent (“Parent Common Stock”) (such sharesnumber of shares of Parent Common Stock, the “Per Share Common Stock Consideration” and the ratio of the Per Share Stock Consideration such number to one, the “Exchange Ratio”)) or (iii) a combination of Cash Consideration and Parent Common Stock. (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall be canceled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Stock Consideration merger consideration for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE Article I is referred to herein as the “Merger Consideration”. The consideration which all of the Company Company’s shareholders are entitled to receive pursuant to this ARTICLE Article I is referred to herein as the “Aggregate Merger Consideration”.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, merger or consolidation or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock securities to be received by the same economic effect as contemplated by this Agreement prior to such eventCompany’s shareholders.

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 1.4 and Section 2.02(e) of this Agreement2.2(e), each share of the Company’s common stock, $0.10 par value $2.50 per share (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held in the Company's ’s treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Shares), as such terms are defined in Section 1.4(b) hereof), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 receive, at the election of the holder thereof as provided in Section 1.5, either: (i) 4.5 shares of common stock, no par value, of Parent (“Parent Common Stock”), together with the number of Parent Rights (as defined in Section 4.2) associated therewith (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration such number to one, the “Exchange Ratio”); or (ii) cash in an amount equal to Seventy Two Dollars and Eight Cents ($72.08) (the “Per Share Cash Consideration”). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties or any shares held in any employee plan disclosed on Schedule 3.11 hereto (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or and (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall be canceled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Stock Consideration or Per Share Cash Consideration for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE Article I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE Article I is referred to herein as the “Aggregate Merger Consideration”.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventRatio.

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 1.4 and Section 2.02(e2.2(e) of this Agreement, each share of the Company’s common stock, $0.10 no par value per share (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held in the Company's ’s treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 two and six tenths (2.6) shares of common stock, no par value, of Parent (“Parent Common Stock”) (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall be canceled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Stock Consideration for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE Article I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE Article I is referred to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventRatio.

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 and Section 2.02(e2.2(e) of this Agreementhereof, each share of the Company’s common stock, $0.10 par value per share (“Company Common Stock”), Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held in the Company's treasury treasury, (ii) unallocated shares of Company Common Stock held in the Statewide Financial Corp. Recognition and Retention Plan for Executive Officers and Employees and the Statewide Financial Corp. Recognition and Retention Plan for Outside Directors (the "Statewide Recognition Plans"), and (iiiii) shares of Company Common Stock held directly or indirectly by Parent ICBC or the Company or any of their respective Subsidiaries (as defined below)) except for Trust Account Shares and DPC Shares)), as such term is defined in Section 1.4(b) hereof, shall by virtue of this Agreement and without any action on the part of the Company, Parent ICBC or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 receive, at the election of the holder thereof as provided in Section 1.5, either: (i) a number of shares of common stock, no par valuevalue $0.01 per share, of Parent ICBC (“Parent "ICBC Common Stock”") equal to the Final Exchange Ratio, or (such shares, the “Per Share Stock Consideration” and the ratio of ii) cash in an amount equal to the Per Share Stock Consideration to one, the “Exchange Ratio”)Consideration. (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock stock, (ii) all unallocated shares of Company Common Stock held in the Statewide Recognition Plans, and (iiiii) all shares of Company Common Stock that are owned directly or indirectly by Parent ICBC or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (yStock) held by Parent ICBC or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent ICBC Common Stock which are similarly held, being referred to herein as “"DPC Shares”)"), shall be canceled cancelled and shall cease to exist and no stock of Parent ICBC or other consideration shall be delivered in exchange therefor. All shares of Parent ICBC Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of ParentICBC. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “"Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock") shall cease to have any rights as shareholders stockholders of the Company, except the right to receive the Per Share Stock Consideration consideration set forth in this Article I, as such consideration may be adjusted pursuant to the provisions of Section 9.1(g) hereof (the "Merger Consideration"), for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, ifIf, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company ICBC Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared thereon with a record date within said period, appropriate adjustments shall be made to the Preliminary Stock Ratio, the Minimum Stock Ratio, the Maximum Stock Ratio and the Exchange Ratio to give Parent and (as such terms are defined herein). (e) For purposes of this Agreement, the holders of Company Common Stock following terms shall have the same economic effect as contemplated by this Agreement prior to such event.meanings indicated:

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 and Section 2.02(e2.2(e) of this Agreementhereof, each share of the Company’s common stockClass A Common Stock, $0.10 par value $.01 per share, of the Company (the "Class A Common Stock") and each share of the Class B Common Stock, par value $.01 per share, of the Company (“the "Class B Common Stock" and, together with the Class A Common Stock, the "Company Common Stock”), ") issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (ias defined in Section 1.3(b) hereof) and other than shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares))shares held in managed accounts, shall trust accounts or otherwise in a fiduciary capacity that are beneficially owned by third parties) shall, by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease be converted into and exchangeable for .9085 shares (the "Exchange Ratio") of the common stock, par value $2.00 per share, of Parent (together with the number of Parent Rights (as defined in Section 4.2 hereof) associated therewith) ("Parent Common Stock"). All of the shares of Company Common Stock converted into Parent Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be converted into cancelled and become shall cease to exist, and each certificate (each a "Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive 0.5175 (i) the number of whole shares of common stock, no par value, Parent Common Stock and (ii) the cash in lieu of fractional shares of Parent (“Common Stock into which the shares of Company Common Stock represented by such Certificate have been converted pursuant to this Agreement. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificates in accordance with Section 2.2 hereof, without any interest thereon. If prior to the Effective Time, Parent should split or combine the Parent Common Stock”) (, or pay a dividend or other distribution in the Parent Common Stock, then the Exchange Ratio shall be appropriately adjusted to reflect such sharessplit, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to onecombination, the “Exchange Ratio”). (b) dividend or distribution. At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than except for shares of Company Common Stock (x) held directly or indirectly in trust managed accounts, managed trust accounts and the like or otherwise held in is a fiduciary capacity for the benefit of that are beneficially owned by third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”parties) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall be canceled cancelled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (cb) On and after Notwithstanding anything in this Agreement to the Effective Timecontrary, holders any shares of certificates Company Common Stock which are outstanding immediately prior to the Effective Time represented outstanding and which are held by shareholders who shall not have voted such shares in favor of the Merger and who shall have filed with the Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating a written objection to the ownership Merger and a demand for appraisal of such shares in the manner provided in Section 623 of Company Common Stockthe BCL ("Dissenting Shares") shall cease to have any rights as shareholders of the Company, except not be converted into the right to receive receive, or be exchangeable for, the Per Share Stock Consideration consideration provided for each in Section 1.3(a) hereof, but, instead, the holders thereof shall be entitled to payment of the appraised value of such share held by themDissenting Shares in accordance with the provisions of Section 623 of the BCL. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all shall (x) give Parent prompt written notice of the Company shareholders are entitled receipt of any notice from a shareholder of his intent to receive pursuant demand payment for his shares, (y) not settle or offer to this ARTICLE I is referred settle any such demands without the prior written consent of Parent and (z) not, without the prior written consent of Parent, waive any failure to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein timely deliver a written objection to the contrary, if, between Merger and a demand for appraisal of such shares in accordance with Section 623 of the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventBCL.

Conversion of Company Common Stock. (a) At the Effective Time, subject by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities: (a) Subject to the other provisions of this Section 1.04 and Section 2.02(e) of this Agreement2.2(e), each share of the Company’s common stock, $0.10 par value $0.01 per share (“share, of the Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) the "Company Common Stock"), except for shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 shares of common stock, no par value, of Parent (“Parent Common Stock”) (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock or owned by the Company or Parent (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted), shall be converted into the right to receive 0.875 shares (the "Exchange Ratio" and such shares, the "Merger Consideration") of the common stock, par value $0.01 per share, of Parent (iithe "Parent Common Stock"); it being understood that upon the Effective Time, pursuant to Section 1.6, the Parent Common Stock, including the shares issued to former holders of Company Common Stock, shall be the common stock of the Surviving Corporation. (b) all All of the shares of Company Common Stock that are owned directly or indirectly by Parent or converted into the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of right to receive Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred pursuant to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, this Article I shall no longer be outstanding and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall automatically be canceled cancelled and shall cease to exist and no stock as of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and each certificate (the “Certificates”each, a "Certificate," it being understood that any reference herein to “Certificates” "Certificate" shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall cease to have any rights as shareholders of the Company, except thereafter represent only the right to receive (i) a certificate representing the Per Share number of whole shares of Parent Common Stock Consideration for each which such share held by them. The consideration which any holder shares of Company Common Stock is entitled have been converted into the right to receive, (ii) cash in lieu of fractional shares which the shares of Company Common Stock represented by such Certificate have been converted into the right to receive pursuant to this ARTICLE I is referred to herein as Section 1.5 and Section 2.2(e), without any interest thereon, and (iii) any dividends or distributions which the “Merger Consideration”. The consideration which all of holder thereof has the Company shareholders are entitled right to receive pursuant to this ARTICLE I is referred Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) upon the surrender of such Certificates in accordance with Section 2.2, without any interest thereon. If, prior to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall be have been increased, decreased, changed into or exchanged for a different number or class kind of shares by reason or securities as a result of any reclassificationa reorganization, recapitalization, reclassification, stock dividend, stock split-up, combination, exchange of shares or readjustmentreverse stock split, or a stock other similar change in capitalization, or there shall be any extraordinary dividend declared thereon with a record date within said periodor distribution, an appropriate adjustments and proportionate adjustment shall be made to the Exchange Ratio Ratio. (c) Notwithstanding anything in this Agreement to give Parent and the holders contrary, at the Effective Time, all shares of Company Common Stock that are owned by the same economic effect Company or Parent (in each case other than in a fiduciary or agency capacity or as contemplated by this Agreement prior a result of debts previously contracted) shall be cancelled and shall cease to such event.exist and no stock of Parent or other consideration shall be delivered in exchange therefor. 1.6

Conversion of Company Common Stock. (a) At the Effective Time, subject to by virtue of the other provisions Merger and without any action on the part of this Section 1.04 and Section 2.02(eParent, the Company or the holder of any of the following securities: (a) of this Agreement, each Each share of the Company’s common stock, $0.10 par value $0.01 per share share, of Parent (the “Company Parent Common Stock”)) issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger. (b) All shares of common stock, par value $1.00 per share, of the Company issued and outstanding immediately prior to the Effective Time (other than (i) shares of the “Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 shares of common stock, no par value, of Parent (“Parent Common Stock”) (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like like, or otherwise held in a fiduciary capacity for the benefit of or agency capacity, that are beneficially owned by third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Common Shares”) and other than shares of Company Common Stock held, directly or (y) held indirectly, by Parent or the Company or any of their respective Subsidiaries Parent in respect of a debt previously contracted (any such shares of Company Common Stockshares, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Common Shares”)), ) shall be canceled cancelled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All . (c) Subject to Sections 1.4(e), 1.4(f), 1.5 and 2.3(f), each share of Company Common Stock, except for shares of Company Common Stock owned by the Company or Parent (other than Trust Account Common Shares and DPC Common Shares), shall be converted, at the election of the holder thereof, in accordance with the procedures set forth in Section 2.1, into the right to receive the following, without interest: (i) for each share of Company Common Stock with respect to which an election to receive cash has been effectively made and not revoked or deemed revoked pursuant to Article II (a “Cash Election”), the right to receive in cash from Parent an amount (the “Cash Consideration”) equal to the Per Share Amount (collectively, the “Cash Election Shares”); (ii) for each share of Company Common Stock with respect to which an election to receive Parent Common Stock has been effectively made and not revoked or deemed revoked pursuant to Article II (a “Stock Election”), the right to receive from Parent the number of shares of Parent Common Stock that are owned by (the Company or any of its Subsidiaries “Stock Consideration”) as is equal to the Exchange Ratio (other than Trust Account Shares and DPC collectively, the “Stock Election Shares) shall become treasury stock of Parent.”); and (ciii) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares for each share of Company Common Stock other than shares as to which a Cash Election or a Stock Election has been effectively made and not revoked or deemed revoked pursuant to Article II (collectively, the “CertificatesNon-Election Shares”), it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share from Parent such Stock Consideration for each such share held by them. The consideration which any holder of Company Common Stock and/or Cash Consideration as is entitled to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Considerationdetermined in accordance with Section 1.5(b).” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 and Section 2.02(e2.2(e) of this Agreementhereof, each share of the Company’s common stock, $0.10 par value $0.01 per share share, of the Company (“the "Company Common Stock”), ") issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held (x) in the Company's treasury and or (iiy) shares of Company Common Stock held directly or indirectly by Parent Buyer or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Sharesshares, as such terms are defined in Section 1.4(b) hereof))) shall, shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease be converted into and exchangeable for 1.19 shares (the "Exchange Ratio") of the common stock, par value $2.50 per share, of Buyer ("Buyer Common Stock") (together with the number of Buyer Rights (as defined in Section 4.2 hereof) associated therewith). All of the shares of Company Common Stock converted into Buyer Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be converted into cancelled and become shall cease to exist, and each certificate (each a "Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive 0.5175 (i) the number of whole shares of common stockBuyer Common Stock and (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Certificate have been converted pursuant to this Section 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Buyer Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificates in accordance with Section 2.2 hereof, no par valuewithout any interest thereon. If, between the date of Parent (“Parent Common Stock”) (such sharesthis Agreement and the Effective Time, the “Per Share shares of Buyer Common Stock Consideration” and the ratio shall be changed into a different number or class of the Per Share Stock Consideration to oneshares by reason of any reclassification, recapitalization, spilt- up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the “Exchange Ratio”)Ratio shall be adjusted accordingly. (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent Buyer or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of that are beneficially owned by third parties (any such shares, and shares of Parent Buyer Common Stock which are similarly held, whether held directly or indirectly by Parent Buyer or the Company, as the case may be, being referred to herein as “"Trust Account Shares”") or and (y) held by Parent Buyer or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Buyer Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall be canceled and shall cease to exist and no stock of Parent whether held directly or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Stock Consideration for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event.indi-

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 1.4 and Section 2.02(e2.2(e) of this Agreement, each share of the Company’s common stock, $0.10 no par value per share (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 two and six tenths (2.6) shares of common stock, no par value, of Parent (“Parent Common Stock”) (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall be canceled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Stock Consideration for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE Article I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE Article I is referred to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventRatio.

Conversion of Company Common Stock. (a) At the Effective Time, subject to by virtue of the other provisions Merger and without any action on the part of this Section 1.04 and Section 2.02(eParent, the Company or the holder of any of the following securities: (a) of this Agreement, each Each share of the Company’s common stock, $0.10 par value $3.00 per share share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time, except for any Cancelled Shares (as defined below) and shares of Company Common Stock that are held by shareholders properly exercising their dissenters’ rights pursuant to Sections 14-2-1301 through 14-2-1332 of the GBCC (“Dissenting Shares”), shall be converted into the right to receive 0.7307 shares (the “Exchange Ratio”), subject to adjustment in accordance with Section 1.8(c), of validly issued, fully paid and nonassessable shares of Parent Common Stock (the “Merger Consideration”), it being understood that upon the Effective Time, pursuant to Section 1.7, the Parent Common Stock, including the shares issued to former holders of Company Common Stock as Merger Consideration, shall be the common stock of the Surviving Corporation. (b) All shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares))in each case, shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 shares of common stock, no par value, of Parent (“Parent Common Stock”) (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (xi) held directly or indirectly in trust accounts, managed accounts accounts, mutual funds and the like like, or otherwise held in a fiduciary capacity for the benefit of or agency capacity, that are beneficially owned by third parties and (any such shares, and shares of Parent Common Stock which are similarly ii) held, whether held directly or indirectly by Parent or the Companyindirectly, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)contracted), shall be canceled cancelled and shall cease to exist exist, and no stock of Parent Merger Consideration or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by therefor (such cancelled shares, the Company or any of its Subsidiaries (other than Trust Account Shares and DPC “Cancelled Shares) shall become treasury stock of Parent”). (c) On and after the Effective TimeIf, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Stock Consideration for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall be have been increased, decreased, or changed into or exchanged for a different number or class kind of shares by reason or securities, in any such case as a result of any reclassificationa reorganization, recapitalization, reclassification, stock dividend, stock split-up, combination, exchange of shares or readjustmentreverse stock split, or a stock other similar change in capitalization, or there shall be any extraordinary dividend declared thereon with a record date within said periodor distribution paid, an appropriate adjustments and proportionate adjustment shall be made to the Exchange Ratio Merger Consideration to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided, that nothing in this sentence shall be construed to permit Parent or the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, in the event dissenters’ rights are available under Sections 14-2-1301 through 14-2-1332 of the GBCC in connection with the Merger, Dissenting Shares shall not be converted into the right to receive the Merger Consideration as described in Section 1.8(a), but shall be cancelled and the holders thereof shall thereafter have only such rights as are granted to dissenting shareholders under Sections 14-2-1301 through 14-2-1332 of the GBCC; provided, however, that if any such shareholder fails to perfect his or her rights as a dissenting shareholder with respect to his or her Dissenting Shares in accordance with and as contemplated by Sections 14-2-1301 through 14-2-1332 of the GBCC or otherwise waives, withdraws or loses such holder’s dissenters’ rights, such shares of Company Common Stock held by such shareholder shall thereupon be treated as though such shares of Company Common Stock had been converted into, and have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration pursuant to Section 1.8(a), without any interest thereon. The Company shall promptly notify Parent of each shareholder who asserts rights as a dissenting shareholder following receipt of such shareholder’s written notice of intent to demand payment delivered as provided in Sections 14-2-1321 of the GBCC. Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, voluntarily make any payment or commit or agree to make any payment, or settle or commit or offer to settle, any rights of a dissenting shareholder asserted under Sections 14-2-1301 through 14-2-1332 of the GBCC.

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 1.8, Section 2.2(e) and Section 2.02(e9.1(g) of this Agreementhereof, each share of the Company’s common stock, $0.10 par value per share (“Company Common Stock”), Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held in the Company's treasury treasury, (ii) unallocated shares of Company Common Stock held in the Company's Recognition and Retention Plans and related trusts, and (iiiii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Shares), as such terms are defined in Section 1.4(b) hereof), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 receive, at the election of the holder thereof as provided in Section 1.5, either: (i) a number of shares of common stock, no par valuevalue $0.01 per share, of Parent (“"Parent Common Stock”") (such sharestogether with the number of Parent Rights (as defined in Section 5.2 hereof) associated therewith) equal to the Final Exchange Ratio, the “Per Share Stock Consideration” and the ratio of or (ii) cash in an amount equal to the Per Share Stock Consideration to one, the “Exchange Ratio”)Consideration. (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock stock, (ii) all unallocated shares of Company Common Stock held in the Company's Recognition and Retention Plans and related trusts, and (iiiii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “"Trust Account Shares”") or and (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “"DPC Shares”)"), shall be canceled cancelled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. , (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “"Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock") shall cease to have any rights as shareholders stockholders of the Company, except the right to receive the Per Share Stock Consideration consideration set forth in this Article I (the "Merger Consideration") for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Company Common Stock. (a) At the Effective TimeTime each issued and outstanding share of Company Capital Stock, subject $0.01 par value, shall be converted, without any action on the part of the holders hereof, into the right to receive, upon surrender of a certificate representing such share of Company Capital Stock in the manner provided in Section 1.17, that number of shares of Holding Company Common Stock equal to the other provisions of Exchange Ratio. (b) Notwithstanding anything contained in this Section 1.04 and Section 2.02(e) of this Agreement1.14 to the contrary, each share of Company Common Stock issued and held in the Company’s common stock's treasury immediately prior to the Effective Time shall, $0.10 par value per share by virtue of the Company Merger, cease to be outstanding and shall be canceled and retired without payment of any consideration therefor. (“c) Notwithstanding anything in this Section 1.14 to the contrary, shares of Company Common Stock”), Stock which are issued and outstanding immediately prior to the Effective Time (other than (i) and which are held by shareholders who have not voted such shares in favor of the Company Common Stock held Merger and who shall have properly exercised and perfected their rights of appraisal for such shares in the Company's treasury manner provided by the Washington Business Corporation Act (the "WCL") and (ii) shares who, as of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares))Effective Time, shall by virtue of this Agreement and without any action on not have effectively withdrawn or lost such dissenters rights ( collectively, the part of the Company, Parent or the holder thereof, cease to be outstanding and "Dissenting Shares") shall not be converted into and become or represent the right to receive 0.5175 the consideration for Company Capital Stock pursuant to Section 1.14, but the holder shall only be entitled to such rights as are granted by applicable law. If such holder shall have so failed to perfect or shall have effectively withdrawn or lost such right, his shares shall thereupon be deemed to have been converted into and to have become exchangeable for, at the Effective Time, the right to receive that number of shares of common stock, no par value, Holding Company Common Stock equal to the Exchange Ratio. The Company shall give Parent prompt notice of any Dissenting Shares (and shall also give Parent (“prompt notice of any withdrawals of such demands for payment in exercise of a shareholder's dissenters' rights) and Parent Common Stock”) (shall have the right to direct all negotiations and proceedings with respect to any such shares, demands. Neither the “Per Share Stock Consideration” and Company nor the ratio surviving corporation of the Per Share Stock Consideration to oneCompany Merger shall, the “Exchange Ratio”).4 (bd) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly each outstanding option or indirectly by Parent or the Company or any of their respective Subsidiaries (other than right to purchase shares of Company Common Stock (xa "Company Option") held directly or indirectly shall be transferred to and assumed by Holding Company in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and manner that it is converted into an option to purchase shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Holding Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall be canceled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange thereforprovided below. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after Following the Effective Time, holders each such Company Option shall be exercisable upon the same terms and conditions as then are applicable to such Company Option, except that (i) each such Company Option shall be exercisable for that number of certificates which shares of Holding Company Common Stock equal to the product obtained by multiplying the number of shares of Company Capital Stock that were issuable upon exercise in full of such assumed Company Option immediately prior to the Effective Time represented outstanding shares of Company Common Stock (by the “Certificates”Exchange Ratio, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating rounded down to the ownership nearest whole number of shares of Company Common Stock) shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Stock Consideration for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or and (ii) the per share exercise price for the shares of Holding Company Common Stock issuable upon exercise of such assumed Company Option shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made equal to the Exchange Ratio to give Parent and quotient obtained by dividing the holders exercise price per share of Company Common Capital Stock at which such Company Option was exercisable immediately prior to the same economic effect Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. It is the intention of the parties that, to the extent that any such Company Option constituted an "incentive stock option" (within the meaning of Section 422 of the Code) immediately prior to the Effective Time, such option continue to qualify as contemplated an incentive stock option to the maximum extent permitted by Section 422 of the Code, and that the assumption of the Company Stock Options provided by this Agreement prior to such eventSection 1.14(d) satisfy the conditions of Section 424(a) of the Code.

Conversion of Company Common Stock. (a) At the Effective Time, subject by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities: (a) Subject to the other provisions of this Section 1.04 and Section 2.02(e) of this Agreement2.2(e), each share of the Company’s common stock, $0.10 par value $0.01 per share (“share, of the Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) the “Company Common Stock”), except for shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 shares of common stock, no par value, of Parent (“Parent Common Stock”) (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock or owned by the Company or Parent (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted), shall be converted into the right to receive 0.875 shares (the “Exchange Ratio” and such shares, the “Merger Consideration”) of the common stock, par value $0.01 per share, of Parent (iithe “Parent Common Stock”); it being understood that upon the Effective Time, pursuant to Section 1.6, the Parent Common Stock, including the shares issued to former holders of Company Common Stock, shall be the common stock of the Surviving Corporation. (b) all All of the shares of Company Common Stock that are owned directly or indirectly by Parent or converted into the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of right to receive Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred pursuant to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, this Article I shall no longer be outstanding and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall automatically be canceled cancelled and shall cease to exist and no stock as of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and each certificate (the each, a “Certificates”, Certificate,” it being understood that any reference herein to “CertificatesCertificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall cease to have any rights as shareholders of the Company, except thereafter represent only the right to receive (i) a certificate representing the Per Share number of whole shares of Parent Common Stock Consideration for each which such share held by them. The consideration which any holder shares of Company Common Stock is entitled have been converted into the right to receive, (ii) cash in lieu of fractional shares which the shares of Company Common Stock represented by such Certificate have been converted into the right to receive pursuant to this ARTICLE I is referred to herein as Section 1.5 and Section 2.2(e), without any interest thereon, and (iii) any dividends or distributions which the “Merger Consideration”. The consideration which all of holder thereof has the Company shareholders are entitled right to receive pursuant to this ARTICLE I is referred Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) upon the surrender of such Certificates in accordance with Section 2.2, without any interest thereon. If, prior to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall be have been increased, decreased, changed into or exchanged for a different number or class kind of shares by reason or securities as a result of any reclassificationa reorganization, recapitalization, reclassification, stock dividend, stock split-up, combination, exchange of shares or readjustmentreverse stock split, or a stock other similar change in capitalization, or there shall be any extraordinary dividend declared thereon with a record date within said periodor distribution, an appropriate adjustments and proportionate adjustment shall be made to the Exchange Ratio Ratio. (c) Notwithstanding anything in this Agreement to give Parent and the holders contrary, at the Effective Time, all shares of Company Common Stock that are owned by the same economic effect Company or Parent (in each case other than in a fiduciary or agency capacity or as contemplated by this Agreement prior a result of debts previously contracted) shall be cancelled and shall cease to such eventexist and no stock of Parent or other consideration shall be delivered in exchange therefor.

Conversion of Company Common Stock. (a) At the Effective Time, subject by virtue of the Merger and without any action on the part of Parent, the Company, Merger Sub or any holder of securities thereof: (a) Subject to the other provisions of this Section 1.04 and Section 2.02(e) of this Agreement2.2(e), each share of the Company’s Class A common stock, $0.10 no par value per value, of the Company (the “Class A Company Common Stock”) and each share of Class B common stock, no par value, of the Company (the “Class B Company Common Stock”, and together with the Class A Company Common Stock, the “Company Common Stock”), ) issued and outstanding immediately prior to the Effective Time (other than (i) Time, except for Dissenting Shares and shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly owned by Parent or the Company as treasury stock or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall owned by virtue of this Agreement and without any action on the part of the Company, Parent or Merger Sub (in each case other than shares (i) held in trust accounts, managed accounts, mutual funds and the holder thereoflike, cease to be outstanding and or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties, or (ii) held, directly or indirectly, as a result of debts previously contracted), shall be converted into and become the right to receive 0.5175 $26.22 without interest (such consideration, the “Cash Merger Consideration”) and 4.182 shares (the “Exchange Ratio”) of common stock, no par valuevalue per share, of Parent (the “Parent Common Stock”) (such sharesconsideration, the “Per Share Parent Stock Merger Consideration” ”, and together with the ratio of the Per Share Stock Consideration to oneCash Merger Consideration, the “Exchange RatioMerger Consideration”). (b) At All of the Effective Time, (i) all shares of Company Common Stock that are owned by converted into the Company as treasury stock right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall automatically be canceled cancelled and shall cease to exist and no stock as of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and each certificate (the each, a “Certificates”, Certificate,” it being understood that any reference herein to “CertificatesCertificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall cease to have any rights as shareholders of the Company, except thereafter represent only the right to receive (i) the Per Share Merger Consideration, including a certificate (it being understood that any reference herein to a “certificate” representing shares of Parent Common Stock Consideration for each shall be deemed to include, unless the context otherwise requires, reference to book-entry account statements relating to the ownership of shares of Parent Common Stock) representing the number of whole shares of Parent Common Stock which such share held by them. The consideration which any holder shares of Company Common Stock is entitled represented by such Certificate have been converted into the right to receive pursuant to this ARTICLE I is referred to herein as Section 1.5(a), (ii) cash in lieu of fractional shares which the “Merger Consideration”. The consideration which all shares of Company Common Stock represented by such Certificate have been converted into the Company shareholders are entitled right to receive pursuant to this ARTICLE I is referred Section 1.5(a) and Section 2.2(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to herein as receive pursuant to Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged for the “Aggregate Merger Consideration.” (d) Notwithstanding Consideration and the other amounts specified in the immediately preceding sentence upon the surrender of such Certificates in accordance with Section 2.2, without any provision herein interest thereon. If, prior to the contrary, if, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall be have been increased, decreased, changed into or exchanged for a different number or class kind of shares by reason or securities as a result of any reclassificationa reorganization, recapitalization, reclassification, stock dividend, stock split-up, combination, exchange of shares or readjustmentreverse stock split, or a stock other similar change in capitalization, or there shall be any extraordinary dividend declared thereon with a record date within said periodor distribution, an appropriate adjustments and proportionate adjustment shall be made to the Exchange Ratio Merger Consideration to give Parent the Company and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided that nothing contained in this sentence shall be construed to permit the Company or Parent to take any action with respect to the outstanding shares of Parent Common Stock or Company Common Stock, as applicable, that is expressly prohibited by the terms of this Agreement. (c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Company Common Stock that are owned by the Company as treasury stock or owned by the Company, Parent or Merger Sub (in each case other than shares (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties, or (ii) held, directly or indirectly, as a result of debts previously contracted) shall be cancelled and cease to exist and no Merger Consideration shall be delivered or exchanged therefor.

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 1.4 and Section 2.02(eSections 2.2(e) and 8.1(k) of this Agreement, each share of the Company’s common stock, $0.10 no par value per share (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held in the Company's ’s treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 receive, at the election of the holder thereof as provided in Section 1.5 of this Agreement, either: (i) 1.1962 shares of common stock, no par value, of Parent (“Parent Common Stock”) (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration such number to one, the “Exchange Ratio”); or (ii) cash in an amount equal to twelve dollars ($12.00) (the “Per Share Cash Consideration”). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall be canceled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Stock Consideration or Per Share Cash Consideration for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE Article I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE Article I is referred to herein as the “Aggregate Merger Consideration”.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventRatio.

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 1.4, Section 1.5, Section 1.8 and Section 2.02(e) of this Agreement2.2(e), each share of the Company’s common stock, $0.10 par value $5.00 per share share, of the Company (“"Company Common Stock”"), issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent Buyer or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares), as such terms are defined in Section 1.4(b) hereof), shall by virtue of this Agreement and without any action on the part of the Company, Parent Buyer or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 shares receive, at the election of the holder thereof as provided in Section 1.5, either: (i) a fraction of a share of common stock, no par value, of Parent Buyer (“Parent "Buyer Common Stock”") (such shares, equal to the “Per Share Stock Consideration” and the ratio quotient of the Per Share Stock Cash Consideration to one(as hereinafter defined) divided by $13.07 (such quotient, the “"Exchange Ratio”"), such fraction to be rounded to four decimal places; or (ii) cash in an amount equal to the Per Share Cash Consideration. (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent Buyer or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Buyer Common Stock which are similarly held, whether held directly or indirectly by Parent Buyer or the Company, as the case may be, being referred to herein as “"Trust Account Shares”") or (y) held by Parent Buyer or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Buyer Common Stock which are similarly held, being referred to herein as “"DPC Shares”")), shall be canceled and shall cease to exist and no stock of Parent Buyer or other consideration shall be delivered in exchange therefor. All shares of Parent Buyer Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of ParentBuyer. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “"Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock") shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Stock Consideration consideration set forth in this Article I for each such share held by them. The consideration which any holder of one Company Common Stock is entitled to shareholder may receive pursuant to this ARTICLE Article I is referred to herein as the “"Merger Consideration”. The " and the consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE Article I is referred to herein as the “"Aggregate Merger Consideration".” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Buyer Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and Ratio. (e) For purposes of this Agreement, the holders of Company Common Stock following terms shall have the same economic effect as contemplated by this Agreement prior to such event.following meanings:

Conversion of Company Common Stock. (a) At the Effective Time, subject by virtue of the Merger and without any action on the part of Purchaser, the Company or the holder of any of the following securities: (a) Subject to the other provisions of this Section 1.04 and Section 2.02(e) of this Agreement2.2(e), each share of the Company’s common stock, $0.10 no par value per share value, of the Company (the “Company Common Stock”), ) issued and outstanding immediately prior to the Effective Time (other than (i) Time, except for shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 shares of common stock, no par value, of Parent (“Parent Common Stock”) (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and or Purchaser (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (in each case other than shares of Company Common Stock (xi) held directly in Company Benefit Plans (other than the Company ESOP) or indirectly in trust accounts, managed accounts accounts, mutual funds and the like or otherwise held in a fiduciary capacity for the benefit of third parties or agency capacity, or (any such shares, and ii) shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Companyindirectly, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt debts previously contracted contracted, collectively the “Excluded Shares”), shall be converted into the right to receive, without interest, 0.875 shares (any such the “Exchange Ratio”) of the common stock, par value $0.01 per share, of Purchaser (the “Purchaser Common Stock”); it being understood that upon the Effective Time, pursuant to Section 1.6, the Purchaser Common Stock, including the shares issued to former holders of Company Common Stock, and shall be the common stock of the Surviving Corporation. (b) All of the shares of Parent Company Common Stock which are similarly held, being referred converted into the right to herein as “DPC Shares”)), receive the Purchaser Common Stock pursuant to this Article I shall no longer be canceled outstanding and shall automatically be cancelled and retired and shall cease to exist and no stock as of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and each certificate (the each, a “CertificatesCertificate”, ; it being understood that any reference herein to “CertificatesCertificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall cease to have any rights as shareholders of the Company, except thereafter represent only the right to receive (i) the Per Share number of whole shares of Purchaser Common Stock Consideration for each which such share held by them. The consideration which any holder shares of Company Common Stock is entitled have been converted into the right to receive pursuant to this ARTICLE I is referred to herein as Section 1.5, (ii) cash in lieu of fractional shares which the “Merger Consideration”. The consideration which all shares of Company Common Stock represented by such Certificate have been converted into the Company shareholders are entitled right to receive pursuant to this ARTICLE I is referred Section 1.5 and Section 2.2(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to herein as receive pursuant to Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates or, at Purchaser’s option, evidence of shares in book-entry form (collectively, the “Aggregate Merger Consideration.New Certificates” ) representing whole shares of Purchaser Common Stock (dtogether with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) Notwithstanding upon the surrender of such Certificates in accordance with Section 2.2, without any provision herein interest thereon. If, prior to the contrary, if, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Purchaser Common Stock or Company Common Stock shall be have been increased, decreased, changed into or exchanged for a different number or class kind of shares by reason or securities in any such case as a result of any reclassificationa reorganization, recapitalization, reclassification, stock dividend, stock split-up, combination, exchange of shares reverse stock split or readjustmentother similar change in capitalization, or a stock there shall be any extraordinary dividend declared thereon with a record date within said periodor distribution, an appropriate adjustments and proportionate adjustment shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. (c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Company Common Stock that are owned by the Company or Purchaser (in each case other than the Excluded Shares) shall be cancelled and shall cease to exist and no Purchaser Common Stock or any other consideration shall be delivered in exchange therefor.

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 1.4 and Section 2.02(eSections 2.2(e) and 8.1(k) of this Agreement, each share of the Company’s common stock, $0.10 no par value per share (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held in the Company's ’s treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 1.015 shares of the common stock, no par value, of Parent (“Parent Common Stock”) (such sharesshare, the “Per Share Common Stock Consideration” and the ratio of the Per Share Stock Consideration such number to one, the “Exchange Ratio”). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall be canceled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Common Stock Consideration for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE Article I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE Article I is referred to herein as the “Aggregate Merger Consideration”.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventRatio.

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 and Section 2.02(e2.2(e) of this Agreementhereof, each share of the Company’s common stock, $0.10 par value $0.01 per share share, of the Company (“the "Company Common Stock”), ") issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent Buyer or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Shares, as such terms are defined in Section 1.4(b) hereof))) shall, shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease be converted into and exchangeable for 1.18 shares (the "Exchange Ratio") of the common stock, par value $5.00 per share, of Buyer ("Buyer Common Stock"). All of the shares of Company Common Stock converted into Buyer Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be converted into cancelled and become shall cease to exist, and each certificate (each a "Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive 0.5175 (i) the number of whole shares of common stockBuyer Common Stock and (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Certificate have been converted pursuant to this Section 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Buyer Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificates in accordance with Section 2.2 hereof, no par valuewithout any interest thereon. If, between the date of Parent (“Parent Common Stock”) (such sharesthis Agreement and the Effective Time, the “Per Share outstanding shares of Buyer Common Stock Consideration” and the ratio shall be changed into a different number or class of the Per Share Stock Consideration to oneshares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the “Exchange Ratio”)Ratio shall be adjusted accordingly. (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent Buyer or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Buyer Common Stock which are similarly held, whether held directly or indirectly by Parent Buyer or the Company, as the case may be, being referred to herein as “"Trust Account Shares”") or and (y) held by Parent Buyer or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Buyer Common Stock which are similarly held, whether held directly or indirectly by Buyer or the Company, being referred to herein as “"DPC Shares”")), ) shall be canceled cancelled and shall cease to exist and no stock of Parent Buyer or other consideration shall be delivered in exchange therefor. All shares of Parent Buyer Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding authorized but unissued shares of Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Buyer Common Stock) shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Stock Consideration for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to As used in this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective TimeAgreement, the shares of Parent Common Stock word "Subsidiary" when used with respect to any party means any corporation, partnership or Company Common Stock shall be changed into a different number other organization, whether incorporated or class of shares by reason of any reclassificationunincorporated, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon which is consolidated with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventparty for financial reporting purposes.

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 1.4 and Section 2.02(eSections 2.2(e) and 8.1(k) of this Agreement, each share of the Company’s common stock, $0.10 no par value per share (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held in the Company's ’s treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 receive, at the election of the holder thereof as provided in Section 1.5 of the Agreement, either: (i) 1.1962 shares of common stock, no par value, of Parent (“Parent Common Stock”) (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration such number to one, the “Exchange Ratio”); or (ii) cash in an amount equal to twelve dollars ($12.00) (the “Per Share Cash Consideration”). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall be canceled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Stock Consideration or the Per Share Cash Consideration for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE Article I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE Article I is referred to herein as the “Aggregate Merger Consideration”.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventRatio.

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 and Section 2.02(e2.2(e) of this Agreementhereof, each share of the Company’s common stockClass A Common Stock, $0.10 par value $.01 per share, of the Company (the "Class A Common Stock") and each share of the Class B Common Stock, par value $.01 per share, of the Company (“the "Class B Common Stock" and, together with the Class A Common Stock, the "Company Common Stock”), ") issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (ias defined in Section 1.3(b) hereof) and other than shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Sharesshares held in managed accounts, trust accounts or otherwise in a fiduciary capacity that are beneficially owned by third parties))) shall, shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease be converted into and exchangeable for .9085 shares (the "Exchange Ratio") of the common stock, par value $2.00 per share, of Parent (together with the number of Parent Rights (as defined in Section 4.2 hereof) associated therewith) ("Parent Common Stock"). All of the shares of Company Common Stock converted into Parent Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be converted into cancelled and become shall cease to exist, and each certificate (each a "Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive 0.5175 (i) the number of whole shares of common stock, no par value, Parent Common Stock and (ii) the cash in lieu of fractional shares of Parent (“Common Stock into which the shares of Company Common Stock represented by such Certificate have been converted pursuant to this Agreement. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificates in accordance with Section 2.2 hereof, without any interest thereon. If prior to the Effective Time, Parent should split or combine the Parent Common Stock”) (, or pay a dividend or other distribution in the Parent Common Stock, then the Exchange Ratio shall be appropriately adjusted to reflect such sharessplit, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to onecombination, the “Exchange Ratio”). (b) dividend or distribution. At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than except for shares of Company Common Stock (x) held directly or indirectly in trust managed accounts, managed trust accounts and the like or otherwise held in a fiduciary capacity for the benefit of that are beneficially owned by third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”parties)) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall be canceled cancelled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (cb) On and after Notwithstanding anything in this Agreement to the Effective Timecontrary, holders any shares of certificates Company Common Stock which are outstanding immediately prior to the Effective Time represented outstanding and which are held by shareholders who shall not have voted such shares in favor of the Merger and who shall have filed with the Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating a written objection to the ownership Merger and a demand for appraisal of such shares in the manner provided in Section 623 of Company Common Stockthe BCL ("Dissenting Shares") shall cease to have any rights as shareholders of the Company, except not be converted into the right to receive receive, or be exchangeable for, the Per Share Stock Consideration consideration provided for each in Section 1.3(a) hereof, but, instead, the holders thereof shall be entitled to payment of the appraised value of such share held by themDissenting Shares in accordance with the provisions of Section 623 of the BCL. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all shall (x) give Parent prompt written notice of the Company shareholders are entitled receipt of any notice from a shareholder of his intent to receive pursuant demand payment for his shares, (y) not settle or offer to this ARTICLE I is referred settle any such demands without the prior written consent of Parent and (z) not, without the prior written consent of Parent, waive any failure to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein timely deliver a written objection to the contrary, if, between Merger and a demand for appraisal of such shares in accordance with Section 623 of the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventBCL.

Conversion of Company Common Stock. (a) At the Effective Time, subject by virtue of the Merger and without any action on the part of Purchaser, the Company or the holder of any of the following securities: (a) Subject to the other provisions of this Section 1.04 and Section 2.02(e) of this Agreement2.2(e), each share of the Company’s common stock, $0.10 par value $0.01 per share share, of the Company (the “Company Common Stock”), ) issued and outstanding immediately prior to the Effective Time (other than (i) Time, except for shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 shares of common stock, no par value, of Parent (“Parent Common Stock”) (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are or otherwise owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries Purchaser (in each case other than shares of Company Common Stock (xi) held directly in Company Benefit Plans or indirectly in trust accounts, managed accounts accounts, mutual funds and the like or otherwise held in a fiduciary capacity for the benefit of third parties or agency capacity, or (any such shares, and ii) shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Companyindirectly, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt debts previously contracted contracted, collectively the “Excluded Shares”), shall be converted into the right to receive, without interest, 1.725 shares (any such the “Exchange Ratio”) of the common stock, par value $0.01 per share, of Purchaser (the “Purchaser Common Stock”); it being understood that upon the Effective Time, pursuant to Section 1.6, the Purchaser Common Stock, including the shares issued to former holders of Company Common Stock, and shall be the common stock of the Surviving Corporation. (b) All of the shares of Parent Company Common Stock which are similarly held, being referred converted into the right to herein as “DPC Shares”)), receive the Purchaser Common Stock pursuant to this Article I shall no longer be canceled outstanding and shall automatically be cancelled and shall cease to exist and no stock as of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and each certificate (the each, a “CertificatesCertificate”, it being understood that any reference herein to “CertificatesCertificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall cease to have any rights as shareholders of the Company, except thereafter represent only the right to receive (i) a certificate representing the Per Share number of whole shares of Purchaser Common Stock Consideration for each which such share held by them. The consideration which any holder shares of Company Common Stock is entitled have been converted into the right to receive, (ii) cash in lieu of fractional shares which the shares of Company Common Stock represented by such Certificate have been converted into the right to receive pursuant to this ARTICLE I is referred to herein as Section 1.5 and Section 2.2(e), without any interest thereon, and (iii) any dividends or distributions which the “Merger Consideration”. The consideration which all of holder thereof has the Company shareholders are entitled right to receive pursuant to this ARTICLE I is referred to herein as Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates or, at Purchaser’s option, evidence of shares in book-entry form (collectively, the “Aggregate Merger Consideration.New Certificates” ) representing whole shares of Purchaser Common Stock (dtogether with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) Notwithstanding upon the surrender of such Certificates in accordance with Section 2.2, without any provision herein interest thereon. If, prior to the contrary, if, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Purchaser Common Stock or Company Common Stock shall be have been increased, decreased, changed into or exchanged for a different number or class kind of shares by reason or securities as a result of any reclassificationa reorganization, recapitalization, reclassification, stock dividend, stock split-up, combination, exchange of shares reverse stock split or readjustmentother similar change in capitalization, or a stock there shall be any extraordinary dividend declared thereon with a record date within said periodor distribution, an appropriate adjustments and proportionate adjustment shall be made to the Exchange Ratio to give Parent and the holders of the Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. (c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of the Company Common Stock that are owned by the Company or Purchaser (in each case other than the Excluded Shares) shall be cancelled and shall cease to exist and no stock of Purchaser or any other consideration shall be delivered in exchange therefor.

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 1.8, Section 2.2(e) and Section 2.02(e9.1(g) of this Agreementhereof, each share of the Company’s common stock, $0.10 par value per share (“Company Common Stock”), Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held in the Company's treasury treasury, (ii) unallocated shares of Company Common Stock held in the Company's Recognition and Retention Plans and related trusts, and (iiiii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Shares), as such terms are defined in Section 1.4(b) hereof), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 receive, at the election of the holder thereof as provided in Section 1.5, either: (i) a number of shares of common stock, no par valuevalue $0.01 per share, of Parent (“"Parent Common Stock”") (such sharestogether with the number of Parent Rights (as defined in Section 5.2 hereof) associated therewith) equal to the Final Exchange Ratio, the “Per Share Stock Consideration” and the ratio of or (ii) cash in an amount equal to the Per Share Stock Consideration to one, the “Exchange Ratio”)Consideration. (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock stock, (ii) all unallocated shares of Company Common Stock held in the Company's Recognition and Retention Plans and related trusts, and (iiiii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “"Trust Account Shares”") or and (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “"DPC Shares”)"), shall be canceled cancelled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent., (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “"Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock") shall cease to have any rights as shareholders stockholders of the Company, except the right to receive the Per Share Stock Consideration consideration set forth in this Article I (the "Merger Consider ation") for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, ifIf, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Preliminary Stock Ratio, the Minimum Stock Ratio, the Maximum Stock Ratio to give Parent and the holders Final Exchange Ratio. (e) For purposes of Company Common Stock the same economic effect as contemplated by this Agreement prior the following terms shall (subject to such event.Section 9.1(g)) have the meanings indicated:

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 and Section 2.02(e2.2(e) of this Agreementhereof, each share of the Company’s Company common stock, $0.10 par value $1.00 per share (“the "Company Common Stock”"), issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held in the Company's treasury treasury, (ii) unallocated and/or unvested shares of Company Common Stock held in the Company's Long-Term Capital Accumulation Plan (the "LCAP"), and (iiiii) shares of Company Common Stock held directly or indirectly by Parent ICBC or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Shares), as such terms are defined in Section 1.4(b) hereof), shall by virtue of this Agreement and without any action on the part of the Company, Parent ICBC or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 (subject to adjustment as provided by Section 9.1(g) hereof), at the election of the holder thereof as provided in Section 1.5, either: (i) a number of shares of common stock, no par valuevalue $0.01 per share, of Parent ICBC (“Parent "ICBC Common Stock”") equal to the Final Exchange Ratio, or (such shares, the “Per Share Stock Consideration” and the ratio of ii) cash in an amount equal to the Per Share Stock Consideration to one, the “Exchange Ratio”)Consideration. (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock stock, (ii) all unallocated and/or unvested shares of Company Common Stock held in the Company's LCAP, and (iiiii) all shares of Company Common Stock that are owned directly or indirectly by Parent ICBC or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent ICBC Common Stock which are similarly held, whether held directly or indirectly by Parent ICBC or the Company, as the case may be, being referred to herein as “"Trust Account Shares”")) or and (y) held by Parent ICBC or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent ICBC Common Stock which are similarly held, being referred to herein as “"DPC Shares”)"), shall be canceled cancelled and shall cease to exist and no stock of Parent ICBC or other consideration shall be delivered in exchange therefor. All shares of Parent ICBC Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of ParentICBC. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “"Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock") shall cease to have any rights as shareholders stockholders of the Company, except the right to receive the Per Share Stock Consideration consideration set forth in this Article I, as such consideration may be adjusted pursuant to the provisions of Section 9.1(g) hereof (the "Merger Consideration"), for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, ifIf, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company ICBC Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared thereon with a record date within said period, appropriate adjustments shall be made to the Preliminary Stock Ratio, the Minimum Stock Ratio, the Maximum Stock Ratio and the Final Exchange Ratio (as such terms are defined herein). (e) For purposes of this Agreement, the following terms shall (subject to give Parent Section 9.1(g) hereof) have the meanings indicated: "Aggregate Cash Consideration" shall mean (w) 0.5 multiplied by (x) the Outstanding Shares Number multiplied by (y) $26.50. "Aggregate Merger Consideration" shall mean the sum of (x) the Aggregate Cash Consideration and (y) the holders Aggregate Stock Consideration. "Aggregate Stock Consideration" shall mean (w) 0.5 multiplied by (x) the Outstanding Shares Number multiplied by (y) the Average Closing Price multiplied by (z) the Preliminary Stock Ratio. "Average Closing Price" shall mean the average of Company the closing sale prices per share for ICBC Common Stock as reported on the same economic effect Nasdaq Stock Market/National Market System ("Nasdaq/ NMS") (as contemplated reported by this Agreement The Wall Street Journal, or, if not reported thereby, another authoritative source), during the ten (10) consecutive trading-day period during which the shares of ICBC Common Stock are traded on the Nasdaq/NMS ending on the tenth business day immediately prior to such eventthe anticipated Effective Time (the "Pricing Period"). "Final Exchange Ratio" shall mean the quotient, rounded to the nearest ten- thousandth, obtained by dividing the Per Share Consideration by the Average Closing Price.

Conversion of Company Common Stock. (a) At the Effective Time, subject by virtue of the Merger and without any action on the part of Parent or the Company or the holder of any of the following securities: (a) Subject to the other provisions of this Section 1.04 and Section 2.02(e) of this Agreement2.2(e), each share of the Company’s common stock, $0.10 par value $0.01 per share (the “Company Common Stock”), that is issued and outstanding immediately prior to the Effective Time (other than (ishares cancelled in accordance with Section 1.5(c)) shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become 0.8048 shares (the right to receive 0.5175 shares “Exchange Ratio”) of the Parent’s common stock, no par value, of Parent value $0.001 per share (the “Parent Common Stock”) (such sharesconsideration, the “Per Share Stock Merger Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”). (b) At All of the Effective Time, (i) all shares of Company Common Stock that are owned by converted into the Company as treasury stock right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall automatically be canceled cancelled and shall cease to exist and no stock as of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and each certificate (the each, a “Certificates”, Certificate,” it being understood that any reference herein to “CertificatesCertificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall cease to have any rights as shareholders of the Company, except thereafter represent only the right to receive (i) the Per Share Merger Consideration, including a certificate (it being understood that any reference herein to a “certificate” representing shares of Parent Common Stock Consideration for each shall be deemed to include, unless the context otherwise requires, reference to book-entry account statements relating to the ownership of shares of Parent Common Stock) representing the number of whole shares of Parent Common Stock which such share held by them. The consideration which any holder shares of Company Common Stock is entitled represented by such Certificate have been converted into the right to receive pursuant to this ARTICLE I is referred to herein as Section 1.5(a), (ii) cash in lieu of fractional shares which the “Merger Consideration”. The consideration which all shares of Company Common Stock represented by such Certificate have been converted into the Company shareholders are entitled right to receive pursuant to this ARTICLE I is referred Section 1.5(a) and Section 2.2(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to herein as receive pursuant to Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged for the “Aggregate Merger Consideration.” (d) Notwithstanding Consideration and the other amounts specified in the immediately preceding sentence upon the surrender of such Certificates in accordance with Section 2.2, without any provision herein interest thereon. If, prior to the contrary, if, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall be have been increased, decreased, changed into or exchanged for a different number or class kind of shares by reason or securities as a result of any reclassificationa reorganization, recapitalization, reclassification, stock dividend, stock split-up, combination, exchange of shares or readjustmentreverse stock split, or a stock other similar change in capitalization, or there shall be any extraordinary dividend declared thereon with a record date within said periodor distribution, an appropriate adjustments and proportionate adjustment shall be made to the Exchange Ratio Merger Consideration; provided that nothing contained in this sentence shall be construed to give permit the Company or Parent and to take any action with respect to the holders outstanding shares of Parent Common Stock or Company Common Stock, as applicable, that is expressly prohibited by the terms of this Agreement. (c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Company Common Stock that are owned by the same economic effect Company as contemplated treasury stock or owned by this Agreement the Company or Parent (in each case other than shares of Company Common Stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties or (ii) held, directly or indirectly, by Company or Parent in respect of debts previously contracted) shall be cancelled, retired and cease to exist and no Merger Consideration shall be delivered or exchanged therefor. Any shares of Parent Common Stock that are issued and outstanding immediately prior to such eventthe Effective Time and are owned by the Company shall be cancelled, retired and cease to exist.

Conversion of Company Common Stock. (ai) At the Effective Time, subject to the other provisions of this Section 1.04 and Section 2.02(e) of this Agreement, each Each share of the Company’s common stock, $0.10 par value per share (“Company Common Stock”Stock (for the avoidance of doubt, including shares of Company Common Stock issued in the Pre-Closing Reorganization and shares of Company Common Stock issued as part of the Pre-Closing Management Grants, but excluding any shares redeemed as part of the Series D-2 Redemption), in each case, that is issued and outstanding immediately prior to the Effective Company Merger Effective Time (other than (i) any shares of Company Common Capital Stock subject to Company Options (which shall be subject to Section 3.4), (ii) any shares of Company Capital Stock held in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall by virtue of this Agreement and without any action on the part of the Company, Parent or which treasury shares shall be canceled as part of the holder thereof, cease to be outstanding Company Merger and shall not constitute “Company Capital Stock” hereunder (each such share, a “Treasury Share”), and (iii) any Dissenting Shares (which shall be converted into and become the right subject to receive 0.5175 shares of common stock, no par value, of Parent (“Parent Common Stock”Section 3.6) (such sharescollectively, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”). (b) At the Effective Time, (i) all shares of Excluded Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall be canceled and shall cease converted into the right to exist and no stock receive the applicable portion of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of ParentAggregate Merger Consideration as determined pursuant to Section 3.2(b)(ii). (cii) On and after the Effective Time, holders Each share of certificates which Company Common Stock as of immediately prior to the Company Merger Effective Time (other than in respect of the Excluded Company Common Shares) shall be converted into and represent the right to receive a portion of the Aggregate Merger Consideration equal to the Exchange Ratio and each holder of shares of Company Common Stock as of immediately prior to the Company Merger Effective Time represented outstanding (other than the Excluded Company Common Shares) shall be entitled to receive, for such shares of Company Common Stock that it holds (other than Excluded Company Common Shares), a portion of the Aggregate Merger Consideration equal to (i) the Exchange Ratio multiplied by (ii) the number of shares of Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating other than Excluded Company Common Shares) held by such holder as of immediately prior to the ownership of shares of Company Common Stock) shall cease Merger Effective Time, with the product rounded up or down to have any rights the nearest whole share, as shareholders of the Company, except the right to receive the Per Share Stock Consideration for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Considerationapplicable.” (diii) Notwithstanding any provision herein anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the no fractional shares of Parent Common Stock or Company Flexjet Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to issued in the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventMerger.

Conversion of Company Common Stock. At the Effective Time by virtue of the Merger and without any action on the part of Parent, Sub, Company or the holder of any of the following securities: (a) At the Effective Time, subject to the other provisions of this Section 1.04 and Section 2.02(e) of this Agreement, each Each share of the Company’s common stock, $0.10 par value per share (“Company Common Stock”), Stock issued and outstanding immediately prior to the Effective Time (other than (ix) shares of Company Common Stock held canceled pursuant to Section 1.8(c), and (y) Dissenting Shares, as defined in Section 1.8(d)) together with the associated right, if any, to purchase Series A Shares or other securities of the Company pursuant to the Rights Agreement, dated as of May 16, 1997 between Company and BankBoston N.A. as rights agent thereunder (the "Rights Agreement") shall be converted into the right to receive cash in an amount equal to the Per Share Price or any higher per share price as may be paid in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares))Offer, shall by virtue of this Agreement and without any action on the part of the Company, Parent or payable to the holder thereof, cease to be outstanding and shall be converted into and become without interest thereon (the right to receive 0.5175 shares of common stock, no par value, of Parent (“Parent Common Stock”) (such shares, the “Per Share Stock "Merger Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”"). (b) At All of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist as of the Effective Time, and each certificate (ieach a "Common Certificate") all previously representing any such shares of Company Common Stock (other than shares canceled pursuant to Section 1.8(c) and Dissenting Shares) shall thereafter represent solely the right to receive the Merger Consideration into which the shares of Company Common Stock represented by such Common Certificate have been converted pursuant to this Section 1.8. (c) All shares of Company Common Stock that are owned held by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Company's wholly owned Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall automatically be canceled and shall cease to exist and no stock of Parent cash or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (cd) On Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and after the Effective Time, holders of certificates which outstanding immediately prior to the Effective Time represented outstanding shares of Company Common Stock held by holders (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stockif any) shall cease to who have any rights as shareholders not voted in favor of the Company, except the right to receive the Per Share Stock Consideration for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all or consented thereto in writing and who have demanded appraisal rights with respect thereto in accordance with Section 262 of the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein DGCL and, as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, have not failed to perfect or have not effectively withdrawn or lost their rights to appraisal and payment under Section 262 of the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event.DGCL ("Dissenting

Conversion of Company Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.04 1.8 and Section 2.02(e2.1(e) of this Agreementhereof, each share of the Company’s common stock, $0.10 par value $0.01 per share share, of the Company (“the "Company Common Stock”), ") issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held (x) in the Company's treasury and or (iiy) shares of Company Common Stock held directly or indirectly by Parent Public or the Company or any of their respective Subsidiaries (except for Trust Account Shares as defined below)) (including all shares of Series A-1 Convertible Participating Preferred Stock, par value $.01 per share, of the Company ("Series A-1 Preferred Stock") and DPC Shares))Series A-2 Convertible Participating Preferred Stock, par value $.01 per share, of the Company ("Series A-2 Preferred Stock" and together with the Series A-1 Preferred Stock, the "Company Preferred Stock") which shall have been converted into Company Common Stock immediately prior to the Effective Time in accordance with Section 5(b)(ii) of the respective Certificates of Designations (each, a "Certificate of Designations") with respect thereto) shall, by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease be converted into 0.1594 shares (the "Exchange Ratio") of Public Common Stock. All shares of Company Common Stock converted into Public Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be converted into cancelled and become shall cease to exist, and each certificate (each, a "Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive 0.5175 (i) certificates evidencing the number of whole shares of common stockPublic Common Stock and (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e). Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Public Common Stock and cash in lieu of fractional shares issued in consideration therefore upon the surrender of such Certificates in accordance with Section 2.1 hereof, no par valuewithout any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of Parent (“Parent outstanding shares of Company Common Stock”, Company Preferred Stock, Company Options, Company Warrants or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including, without limitation, as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (such sharesii) the issuance or expiration after the date of this Agreement of options, warrants or other rights to purchase Company Common Stock or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement), the “Per Share Exchange Ratio shall be appropriately adjusted. Notwithstanding anything to the contrary, in no event shall the aggregate number of shares of Public Common Stock Consideration” issued (i) at the Effective Time pursuant to this Section 1.4(a) and (ii) upon the ratio exercise of the Per Share all options, warrants or other rights to purchase Company Common Stock Consideration assumed by Public pursuant to onethis Agreement, the “Exchange Ratio”)exceed 13,500,000. (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent Public or the Company or any of their respective Subsidiaries (other than shares shall, by virtue of Company Common Stock (x) held directly or indirectly in trust accountsthis Agreement and without any action on the part of the holder thereof, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall be canceled cancelled and shall cease to exist and no stock of Parent Public or other consideration shall be delivered in exchange therefortherefore. All shares of Parent Public Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of ParentPublic. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) shall cease to have any rights as shareholders of the Company, except the right to receive the Per Share Stock Consideration for each such share held by them. The consideration which any holder of Company Common Stock is entitled to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Company Common Stock. (a) At the Effective Time, subject by virtue of the First Merger and without any action on the part of Parent, the Company, Merger Sub or the holder of any of the following securities: (a) Subject to the other provisions of this Section 1.04 and Section 2.02(e) of this Agreement2.2(e), each share of the Company’s common stock, $0.10 0.01 par value per share share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) Time, except for shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly owned by Parent or the Company as treasury stock or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall owned by virtue of this Agreement and without any action on the part of the Company, Merger Sub or Parent (in each case other than in a fiduciary or the holder thereofagency capacity or as a result of debts previously contracted) and except for Dissenting Shares, cease to be outstanding and shall be converted into and become the right to receive 0.5175 40.2685 (the “Exchange Ratio”) validly issued, fully paid, and nonassessable shares (the “Merger Consideration”) of common stock, no par valuevalue $1.00 per share, of Parent (“Parent Common Stock”) (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”). (b) At All of the Effective Time, (i) all shares of Company Common Stock that are owned by converted into the Company as treasury stock and (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of right to receive Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred pursuant to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, this Article 1 shall no longer be outstanding and shares of Parent Common Stock which are similarly held, being referred to herein as “DPC Shares”)), shall automatically be canceled cancelled and shall cease to exist and no stock as of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and each certificate (the each, an “Certificates”, Old Certificate,” it being understood that any reference herein to “CertificatesOld Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall cease to have any rights as shareholders of the Company, except thereafter represent only the right to receive (i) a certificate representing the Per Share number of whole shares of Parent Common Stock Consideration for each which such share held by them. The consideration which any holder shares of Company Common Stock is entitled have been converted into the right to receive, (ii) cash in lieu of fractional shares which the shares of Company Common Stock represented by such Old Certificate have been converted into the right to receive pursuant to this ARTICLE I is referred to herein as Section 1.5 and Section 2.2(e), without any interest thereon, and (iii) any dividends or distributions which the “Merger Consideration”. The consideration which all of holder thereof has the Company shareholders are entitled right to receive pursuant to this ARTICLE I is referred Section 2.2. Old Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock, or at Parent’s option, evidence of shares in book entry form (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) upon the surrender of such Old Certificates in accordance with Section 2.2, without any interest thereon. If, prior to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall be have been increased, decreased, changed into or exchanged for a different number or class kind of shares by reason or securities as a result of any reclassificationa reorganization, recapitalization, reclassification, stock dividend, stock split-up, combination, exchange of shares or readjustmentreverse stock split, or a stock other similar change in capitalization, or there shall be any extraordinary dividend declared thereon with a record date within said periodor distribution, an appropriate adjustments and proportionate adjustment shall be made to the Exchange Ratio Ratio; provided that nothing contained in this sentence shall be construed to give permit the Company or Parent and to take any action with respect to its securities or otherwise that is prohibited by the holders terms of this Agreement. (c) Notwithstanding anything to the contrary set forth in this Agreement, shares of Company Common Stock issued and outstanding immediately prior to the same economic effect Effective Time and held by a holder who has properly exercised dissenters’ rights in respect of such shares (such shares being referred to collectively as contemplated the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s dissenters’ rights under applicable Law with respect to such shares) in accordance with Section 262 of the DGCL (the “Appraisal Statutes”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of such consideration as may be determined to be due in accordance with the Appraisal Statutes; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to dissent pursuant to the Appraisal Statutes, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Appraisal Statutes, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.5(a) above, without interest thereon, upon surrender of such shares of Company Common Stock. The Company shall give prompt notice to Parent of any demands received by the Company from a record or beneficial holder of Company Common Stock for appraisal, of any withdrawals of such demands, and of any other documents or instruments received by the Company related to the foregoing, and Parent shall direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to any such appraisal demands. (d) Notwithstanding anything in this Agreement prior to such eventthe contrary, at the Effective Time, all shares of Company Common Stock that are owned by the Company, Parent or Merger Sub (in each case other than shares of Company Common Stock owned by the Company as treasury stock or owned by the Company, Merger Sub or Parent (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted)) shall be cancelled and shall cease to exist and neither the Merger Consideration or any other consideration shall be delivered in exchange therefor.

Conversion of Company Common Stock. (a) At the Effective Time, subject by virtue of the Merger and without any action on the part of Purchaser, the Company or the holder of any of the following securities: (a) Subject to the other provisions of this Section 1.04 and Section 2.02(e) of this Agreement2.2(e), each share of the Company’s common stock, $0.10 par value $0.01 per share share, of the Company (“the "Company Common Stock”), ") issued and outstanding immediately prior to the Effective Time (other than (i) Time, except for shares of Company Common Stock held in the Company's treasury and (ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (except for Trust Account Shares and DPC Shares)), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive 0.5175 shares of common stock, no par value, of Parent (“Parent Common Stock”) (such shares, the “Per Share Stock Consideration” and the ratio of the Per Share Stock Consideration to one, the “Exchange Ratio”). (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock and (ii) all shares of Company Common Stock that are or otherwise owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries Purchaser (in each case other than shares of Company Common Stock (xi) held directly in Company Benefit Plans or indirectly in trust accounts, managed accounts accounts, mutual funds and the like or otherwise held in a fiduciary capacity for the benefit of third parties or agency capacity, or (any such shares, and ii) shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Companyindirectly, as the case may be, being referred to herein as “Trust Account Shares”) or (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt debts previously contracted contracted, collectively the "Excluded Shares"), shall be converted into the right to receive, without interest, 1.725 shares (any such the "Exchange Ratio") of the common stock, par value $0.01 per share, of Purchaser (the "Purchaser Common Stock"); it being understood that upon the Effective Time, pursuant to Section 1.6, the Purchaser Common Stock, including the shares issued to former holders of Company Common Stock, and shall be the common stock of the Surviving Corporation. (b) All of the shares of Parent Company Common Stock which are similarly held, being referred converted into the right to herein as “DPC Shares”)), receive the Purchaser Common Stock pursuant to this Article I shall no longer be canceled outstanding and shall automatically be cancelled and shall cease to exist and no stock as of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and each certificate (the “Certificates”each, a "Certificate", it being understood that any reference herein to “Certificates” "Certificate" shall be deemed to include reference to book-book entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall cease to have any rights as shareholders of the Company, except thereafter represent only the right to receive (i) a certificate representing the Per Share number of whole shares of Purchaser Common Stock Consideration for each which such share held by them. The consideration which any holder shares of Company Common Stock is entitled have been converted into the right to receive, (ii) cash in lieu of fractional shares which the shares of Company Common Stock represented by such Certificate have been converted into the right to receive pursuant to this ARTICLE I is referred to herein as the “Merger Consideration”. The consideration which all of the Company shareholders are entitled to receive pursuant to this ARTICLE I is referred to herein as the “Aggregate Merger Consideration.” (d) Notwithstanding any provision herein to the contrary, if, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend declared thereon with a record date within said period, appropriate adjustments shall be made to the Exchange Ratio to give Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event.this