Common use of Conversion of Company Common Stock Clause in Contracts

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (a) Each share of the common stock, without par value, of Company issued and outstanding immediately prior to the Effective Time (the “Company Common Stock”) (except for (x) shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (in each case other than shares of Company Common Stock (A) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Shares”)), (y) Dissenting Shares and (z) Company Restricted Share Awards) shall be converted, in accordance with the procedures set forth in this Agreement, into the right to receive without interest, (i) 0.3657 common shares (the “Exchange Ratio”) of Parent (the “Parent Common Shares”) and (ii) $18.80 in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (ii), the “Merger Consideration”). (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 as of the Effective Time, and each certificate (each, an “Old Certificate”, it being understood that any reference herein to “Old 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 thereafter represent only the right to receive (i) the Merger Consideration, (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 Section 1.5 and Section 2.3(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.3(b). If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give 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 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. At the Effective TimeSubject to Section 3.02 and Section 7.04(a)(ii), by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (a) Each each share of the common stock, without par value, of Company Common Stock issued and outstanding immediately prior to the Effective Time (the “Company Common Stock”) (except for (x) shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (in each case other than shares of Company Common Stock (Ato be canceled in accordance with Section 3.01(b) held or converted in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Shares”accordance with Section 3.01(c)), (y) Dissenting Shares and (z) Company Restricted Share Awards) shall be converted, in accordance with the procedures set forth in this Agreement, converted into the right to receive without interestreceive, (i) 0.3657 common and shall thereafter represent only the right to receive, 0.6120 fully paid and nonassessable shares (the “Exchange Ratio”) of Parent Common Stock (the “Parent Common Shares”) and (ii) $18.80 in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (ii), the “Merger Consideration”). (b) All . As of the Effective Time, all such 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 canceled and shall cease to exist as of the Effective Timeexist, and each holder of a certificate which immediately prior to the Effective Time represented any such share of Company Common Stock (each, an a “Old Certificate”, it being understood that any reference herein to “Old Certificate” shall be deemed to include reference to book) or non-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such certificated shares of Company Common Stock held in book-entry form (each, a “Book-Entry Share”) shall thereafter represent only cease to have any rights with respect thereto, except the right to receive (i) the Merger Consideration, (ii) cash any Fractional Share Cash Amount and any unpaid dividends or other distributions, in lieu each case, in accordance with the procedures set forth in Section 3.02. Notwithstanding the foregoing, if between the date of fractional shares which this Agreement and the Effective Time the outstanding shares of Parent Common Stock or Company Common Stock represented by such Old Certificate have been converted into the right to receive pursuant to this Section 1.5 and Section 2.3(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.3(b). If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securitiesa different class, in by reason of any such case as a result of a reorganizationstock dividend, subdivision, reclassification, recapitalization, reclassification, stock dividend, stock split, reverse stock splitcombination, consolidation or exchange of shares, or other any similar change in capitalizationevent shall have occurred, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to then the Merger Consideration and any other amounts payable hereunder that are based upon a number of shares of Parent Common Stock or Company Common Stock, as the case may be, shall be appropriately adjusted to give provide to Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. (c) Notwithstanding anything ; 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 provided in this Agreement Section 3.02(i), the right of any holder of a Certificate or Book-Entry Shares 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 Exception Shares) shall be cancelled and shall cease to exist and neither receive the Merger Consideration nor any other consideration shall be delivered in exchange thereforsubject to any withholdings under applicable Tax Law.

Conversion of Company Common Stock. At the Effective Time(i) Subject to Section 3.02(e), by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (a) Each each share of the common stock, without par value, of Company Common Stock issued and outstanding immediately prior to the Effective Time (the “Company Common Stock”) (except for but excluding (x) shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (to be canceled in each case other than shares of Company Common Stock (A) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Shares”)accordance with Section 3.01(b), and (y) any Dissenting Shares and (z) Company Restricted Share AwardsShares) shall be converted, in accordance with the procedures set forth in this Agreement, converted into the right to receive the Offer Price in cash, without interest, interest (i) 0.3657 common shares (the “Exchange Ratio”) of Parent (the “Parent Common Shares”) and (ii) $18.80 in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (ii), the “Merger Consideration”). (b) All . At the Effective Time, all shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I Section 3.01(c) shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and each holder of a certificate (each, an a “Old Certificate”, it being understood that any reference herein to “Old Certificate” shall be deemed to include reference to ) or book-entry account statements relating shares (“Common Stock Book-Entry Shares”), which immediately prior to the ownership of shares of Company Common Stock) previously representing Effective Time represented any such shares of Company Common Stock Stock, shall thereafter represent only cease to have any rights with respect thereto, except the right to receive (i) the Merger Consideration, without interest, in each case to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 3.02(b), in the case of certificated shares, and automatically, in the case of Common Stock Book-Entry Shares. (ii) cash in lieu of fractional shares which the shares Each share of Company Common Stock represented owned by such Old Certificate have been converted into any wholly owned Subsidiary of Parent or any wholly owned Subsidiary of the right to receive pursuant to this Section 1.5 and Section 2.3(e), without any interest thereon, and Company shall remain outstanding after the Effective Time. (iii) The right of any dividends holder of a Certificate or distributions which the holder thereof has the right Common Stock Book-Entry Share to receive pursuant to Section 2.3(b). If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. (c) Notwithstanding anything in this Agreement shall, to the contraryextent provided in Section 3.02(h), at be subject to and reduced by the Effective Time, all shares amount of Company Common Stock any withholding that are owned by Company or Parent (in each case other than the Exception Shares) shall be cancelled and shall cease is required under any applicable Law relating to exist and neither the Merger Consideration nor any other consideration shall be delivered in exchange thereforTaxes.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (ai) Each share of the common stock, without par value, of Company Common Stock issued and outstanding immediately prior to the First Effective Time (the “Company Common Stock”) (except for (x) shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (in each case other than shares of Company Common Stock (Athe Excluded Shares) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Shares”)), (y) Dissenting Shares and (z) Company Restricted Share Awards) shall be convertedconverted into and become one (1) share of Initial Surviving Company Stock, in accordance with the procedures set forth in this Agreement, into the right to receive without interest, and each such share of Initial Surviving Company Stock shall immediately thereafter be automatically exchanged for (iA) 0.3657 common shares 0.6710 (the “Exchange Ratio”) Parent ADSs duly and validly issued against the deposit of the requisite number of underlying Parent Ordinary Shares in accordance with the Deposit Agreement (the “Parent Common Shares”) and (ii) $18.80 in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (ii), the “Merger Consideration”) in accordance with Section 2.3(a), (B) cash in lieu of any fractional Parent ADSs to which such holder is entitled pursuant to Section 2.3(e) and (C) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest (subject to any applicable withholding Tax). At the First Effective Time, the Initial Surviving Company shall deliver to the Exchange Agent, solely for the account and benefit of the former holders of Shares, a number of shares of Initial Surviving Company Stock equal to the number of Shares outstanding immediately prior to the First Effective Time. (bii) All At the shares First Effective Time, all of Company Common Stock converted into the right Shares shall cease to receive the Merger Consideration pursuant to this Article I be outstanding, shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and each certificate (each, an a “Old Certificate”, it being understood that ) formerly representing any reference herein to “Old Certificate” shall be deemed to include reference to of the Shares and any Shares held in book-entry account statements relating to the ownership of shares of Company Common Stockform (“Book-Entry Shares”) previously representing any such shares of Company Common Stock shall thereafter represent only the right to receive one (i1) share of Initial Surviving Company Stock in accordance with Section 2.1(c)(i) and, upon the automatic exchange in accordance with Section 2.3(a), (A) the Merger Consideration, (iiB) cash in lieu of any fractional shares Parent ADSs to which the shares of Company Common Stock represented by such Old Certificate have been converted into the right to receive holder is entitled pursuant to this Section 1.5 and Section 2.3(e), without any interest thereon, ) and (iiiC) any dividends or other distributions to which the such holder thereof has the right to receive is entitled pursuant to Section 2.3(b2.3(c). If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give 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 Company or Parent (in each case other than the Exception Shares) shall be cancelled and shall cease without interest (subject to exist and neither the Merger Consideration nor any other consideration shall be delivered in exchange thereforapplicable withholding Tax).

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (ai) Each share of the common stock, without par value, of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, if any) shall be converted into the right to receive 0.4625 ADSs (the “Exchange Ratio”, which, for the avoidance of doubt, may also be expressed as 1.85 Parent Ordinary Shares per share of Company Common Stock”), with each whole ADS representing four (4) Parent Ordinary Shares, subject to (except for A) the anti-dilution adjustments provided in Section 2.2 and (B) the payment of cash in lieu of fractional ADSs as provided in Section 2.3(f), and (x) such ADSs and Parent Ordinary Shares underlying such ADSs, when issued, shall be free from all Liens and (y) from and as of the Effective Time, such ADSs and the Parent Ordinary Shares underlying such ADSs shall rank pari passu in all respects with the ADSs and Parent Ordinary Shares, respectively, then outstanding; and (ii) All shares of Company Common Stock that have been converted into the right to receive ADSs as provided in Section 2.1(c)(i) shall be cancelled automatically and shall cease to exist, and the holders of (x) shares of Company Common Stock owned which immediately prior to the Effective Time were represented by certificates (“Company as treasury stock Certificates”) or owned by Company or Parent (in each case other than y) non-certificated shares of Company Common Stock which immediately prior to the Effective Time were represented by book entry (A) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Book Entry Shares”)), (y) Dissenting Shares and (z) Company Restricted Share Awards) shall be convertedcease to have any rights with respect to those shares, other than the right to receive the ADSs and cash in lieu of fractional ADSs as provided in this Section 2.1 and Section 2.3 upon surrender of Company Certificates, if any, in accordance with the procedures set forth in this AgreementArticle II, into the right to receive without interest, (i) 0.3657 common shares (the “Exchange Ratio”) of Parent (the “Parent Common Shares”) and (ii) $18.80 in cash (the “Per Share Cash Consideration”including Section 2.3(c) (the consideration described in clauses (i) and (ii)together, the “Merger Consideration”). (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 as of the Effective Time, and each certificate (each, an “Old Certificate”, it being understood that any reference herein to “Old 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 thereafter represent only the right to receive (i) the Merger Consideration, (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 Section 1.5 and Section 2.3(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.3(b). If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give 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 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. At the Effective TimeSubject to Section 3.3, by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (a) Each share of the common stock, without par value, of Company each issued and outstanding immediately prior to the Effective Time (the “share of Company Common Stock”) Stock (except for (x) other than Dissenting Shares and shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (in each case other than shares of Company Common Stock (A) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds to be cancelled and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Shares”retired pursuant to Section 3.1(b)), (y) Dissenting Shares and (z) Company Restricted Share Awards) shall be converted, in accordance with the procedures set forth in this Agreement, into the right to receive without interest, (i) 0.3657 common shares (the “Exchange Ratio”) of Parent (the “Parent Common Shares”) and (ii) $18.80 in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (ii), the “Merger Consideration”). (b) All the shares of Company Common Stock converted into the right to receive the following consideration, without interest (the “Merger Consideration”): (i) 0.2482 (as may be adjusted pursuant to Section 3.4, the “Exchange Ratio”) shares of common stock, par value $0.01 per share, of Parent, fully paid and nonassessable, (collectively, the “Parent Common Stock”) (such Parent Common Stock, together with any cash in lieu of fractional Parent Common Stock to be paid pursuant to Section 3.2(f), the “Stock Consideration”); (ii) $1.50 in cash (the “Cash Consideration”); and (iii) one contingent value right (a “CVR”) issued by Parent subject to and in accordance with the CVR Agreement. Each CVR issued as Merger Consideration pursuant hereunder will be in the form attached as Annex A to this Article I the CVR Agreement (the “CVR Certificate”). At the Effective Time, each share of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist as be outstanding, and, in the case of the Effective Time, and each certificate (each, an “Old Certificate”, it being understood that any reference herein to “Old Certificate” shall be deemed to include reference to book-entry account statements relating to shares (“Book-Entry Shares”), the ownership names of shares the former registered holders shall be removed from the registry of Company Common Stockholders of such shares, and (A) previously each holder of a certificate representing any such shares (other than Book-Entry Shares) of Company Common Stock (a “Certificate”) shall thereafter represent only cease to have any rights with respect thereto, except the right to receive (i) the Merger Consideration, Consideration upon the surrender of such Certificate (ii) cash in lieu of fractional shares which the shares for each share of Company Common Stock previously represented by such Old Certificate thereby), and (B) each holder of Book-Entry Shares shall cease to have been converted into any rights with respect thereto except the right to receive pursuant to this Section 1.5 and Section 2.3(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.3(b). If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give following such removal of such holder’s name from the registry of holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventshares (for each such Book-Entry Share). (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 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. At the Effective TimeSubject to Section 2.02(e), by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (a) Each each share of the common stock, without par value, of Company Common Stock issued and outstanding immediately prior to the Effective Time (the “Company Common Stock”) (except for (x) including any shares of Company Common Stock that are owned by a wholly-owned Subsidiary of the Company as treasury stock or owned by Company or Parent (but excluding shares to be canceled in each case other than shares of Company Common Stock (Aaccordance with Section 2.01(b) held in and any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Dissenting Shares”)), (y) Dissenting Shares and (z) Company Restricted Share Awards) shall be converted, in accordance with the procedures set forth in this Agreement, converted into the right to receive without interest, (i) 0.3657 common shares 0.6780 (the “Exchange Ratio”) of a validly issued, fully paid and nonassessable share of common stock, par value $0.50 per share (“Parent Common Stock”), of Parent (the “Parent Common SharesStock Consideration”) and (ii) $18.80 1.25 in cash cash, without interest (the “Per Share Cash Consideration”) (” and, together with the consideration described in clauses (i) and (ii)Stock Consideration, the “Merger Consideration”). . If Parent reasonably determines it is necessary in order to satisfy the condition in Section 6.01(b) without the requirement of a vote of Parent’s stockholders, Parent shall, prior to Closing, subject to prior consultation with, and by written notice to, the Company, modify the Merger Consideration by substituting up to $1.00 in additional Cash Consideration in lieu of a portion of, and appropriately reducing, the Stock Consideration (band appropriate adjustment to the Exchange Ratio) All using a fixed value per share of Parent Common Stock equal to the Parent Reference Price. At the Effective Time, all shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I Section 2.01(c) shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and each holder of a certificate (each, an “Old Certificate”, it being understood that any reference herein to “Old Certificate” shall be deemed to include reference to book-entry account statements relating which immediately prior to the ownership of shares of Company Common Stock) previously representing Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only cease to have any rights with respect thereto, except the right to receive (i) the Merger Consideration, (iiany dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares which the shares of Company Common Stock represented by such Old Certificate have been converted into the right to receive payable pursuant to this Section 1.5 and 2.02(e), in each case to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.3(e2.02(b), without any interest thereoninterest. Notwithstanding the foregoing, if between the date of this Agreement and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.3(b). If, prior to the Effective Time, the outstanding shares of Parent Common Shares Stock shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securitiesa different class, in by reason of the occurrence or record date of any such case as a result of a reorganizationstock dividend, subdivision, reclassification, recapitalization, reclassification, stock dividend, stock split, reverse stock splitcombination, exchange of shares or similar transaction, then the Exchange Ratio shall be appropriately adjusted to reflect such action. The right of any holder of a Certificate to receive the Merger Consideration, any dividends or other similar change distributions payable pursuant to Section 2.02(c) and cash in capitalizationlieu of any fractional shares payable pursuant to Section 2.02(e) shall, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration extent provided in Section 2.02(j), be subject to give holders and reduced by the amount of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventany withholding that is required under applicable Tax Law. (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 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. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (a) Each share of the common stock, without par value, Share of Company Common Stock issued and outstanding immediately prior to the Effective Time (the “Company Common Stock”) (except for (x) shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (in each case other than shares of Company Common Stock (A) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Shares”)), (y) Dissenting Shares and (z) Company Restricted Share Awards) shall to be converted, cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) will be automatically converted into the right to receive, at the election of the holder thereof in accordance with, and subject to, the terms, conditions and procedures set forth in this Agreement, into Article II (including the right to receive without interest, (i) 0.3657 common shares (the “Exchange Ratio”) of Parent (the “Parent Common Shares”) and (ii) $18.80 proration procedures in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (iiSection 2.2(d)), the following consideration (the “Merger Consideration”). , in each case without interest: (bi) All the shares combination (such election, a “Mixed Election”) of (A) $52.85 in cash (the “Mixed Cash Consideration”) and (B) 0.6677 validly issued, fully paid and nonassessable Parent Shares (the “Mixed Stock Consideration” and together with the Mixed Cash Consideration, the “Mixed Election Consideration”), (ii) (such election, a “Cash Election”) $88.08 in cash (the “Cash Election Consideration”), or (iii) (such election, a “Stock Election”) 1.6693 validly issued , fully paid and nonassessable Parent Shares (the “Stock Election Consideration”), in the case of each such election, payable to the holder upon surrender of the Certificate or Book-Entry Share formerly representing such Share in accordance with Section 2.2 and Section 2.3. At the Effective Time, all of the Shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I Section 2.1(a) shall no longer cease to be outstanding and outstanding, shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and each certificate (each, an “Old Certificate”, it being understood Certificate or Book-Entry Share that any reference herein to “Old Certificate” shall be deemed to include reference to book-entry account statements relating immediately prior to the ownership of shares of Company Common Stock) previously representing Effective Time represented any such shares of Company Common Stock Shares shall thereafter represent only the right to receive (i) the Merger Consideration, (ii) without interest, including the right to receive, pursuant to Section 2.6, cash in lieu of fractional shares of Parent Shares, if any, which the shares would otherwise be issuable in respect of such Company Common Stock represented by such Old Certificate have been converted into the right to receive pursuant to this Section 1.5 and Section 2.3(e2.1(a) (the “Fractional Share Consideration”), without any interest thereontogether with the amounts, and (iii) any dividends or distributions which the holder thereof has the right to receive if any, payable pursuant to Section 2.3(b2.3(f). If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give 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 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. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: Except as provided in clauses (a) Each and (b) of this Section 2.5, each share of the common stock, without par value, of Company issued and Common Stock outstanding immediately prior to the Effective Time (shall be converted into and shall be canceled in exchange for the “Company Common Stock”right to receive from Parent pursuant to Section 2.5(d) (except for (x) shares a number of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (in each case other than shares Ordinary Shares equal to the Exchange Ratio, which shall be delivered to the holders of Company Common Stock (Ai) held in any Company Benefit Plans or related trust accountsthe form of American Depositary Shares (the "Parent ADSs"), managed accounts, mutual funds and each representing the like, or otherwise held in a fiduciary or agency capacity right to receive five Parent Ordinary Shares (the "ADS Consideration") or (Bii) held, directly or indirectlyif and to the extent elected by any such holder, in respect the manner provided in Section 2.6, in the form of a debt previously contracted Parent Ordinary Shares, in registered form (collectively"Ordinary Share Consideration" and, together with the ADS Consideration, the “Exception Shares”"Merger Consideration")); provided, however, that the Parent ADSs may be evidenced by one or more receipts (y"Parent ADRs") Dissenting Shares and (z) Company Restricted Share Awards) shall be converted, issued in accordance with the procedures set forth in this Deposit Agreement. At the Effective Time, into the right to receive without interest, (i) 0.3657 common shares (the “Exchange Ratio”) of Parent (the “Parent Common Shares”) and (ii) $18.80 in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (ii), the “Merger Consideration”). (b) All the shares of all Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding outstanding, shall be canceled and shall automatically be cancelled retired and shall cease to exist as of the Effective Timeexist, and each certificate (each, an “Old a "Certificate”, it being understood that any reference herein to “Old Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock") previously formerly representing any of such shares of Company Common Stock shall thereafter represent only the right to receive (i) the Merger ConsiderationConsideration and the right, (iiif any, to receive pursuant to Section 2.7(e) 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 Section 1.5 Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and Section 2.3(e), without any interest thereon, and (iii) any dividends dividend or distributions which the holder thereof has the right to receive distribution pursuant to Section 2.3(b2.7(c). If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such case as Parent Ordinary Shares or Parent ADSs to be received by a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall holder may be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made referred to the Merger Consideration to give 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 Company or as "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. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (ai) Each share of the common stock, without par valuevalue $0.01 per share, of the Company (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (the “Company Common Stock”) other than (except for (xA) shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (described in each case other than shares of Company Common Stock (ASection 2.1(b) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Dissenting Shares”)), (y) Dissenting Shares and (z) Company Restricted Share Awards) shall be converted, in accordance with the procedures set forth in this Agreement, converted into the right to receive without interest, (i) 0.3657 common shares (the “Exchange Ratio”) of Parent (the “Parent Common Shares”) and (ii) $18.80 2.20 in cash (the “Per Share Cash Merger Consideration”) (payable to the consideration described holder thereof, without interest, in clauses (i) and (ii), the “Merger Consideration”)manner provided in Section 2.3. (bii) All At the Effective Time, all issued and outstanding shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I Section 2.1(a) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and each holder of (x) a certificate (each, an “Old Certificate”, it being understood that any reference herein to “Old Certificate” shall be deemed to include reference to book-entry account statements relating immediately prior to the ownership of shares of Company Common Stock) previously representing Effective Time represented any such shares of Company Common Stock shall thereafter represent only the right to receive (i) the Merger Consideration, (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 the Merger Consideration pursuant to this Section 1.5 and 2.1(a) (a “Certificate”) or (y) any shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Section 2.3(e2.1(a) that are represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to which such holder is entitled pursuant to this Section 2.1(a), in each case without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to in consideration therefor upon surrender of such Certificate in accordance with Section 2.3(b). If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities2.3, in any such the case as a result of a reorganizationcertificated shares, recapitalizationand automatically, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give holders case of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventBook-Entry Shares. (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 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. At the Effective TimeSubject to Section 2.1(b) and Section 2.1(d), by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (a) Each each share of the common stock, without par valuevalue $1.00 per share, of the Company issued and outstanding immediately prior to the Effective Time (the such shares, collectively, “Company Common Stock,” and each, a “Share”) (except for (x) shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (in each case ), other than shares of Company Common Stock (A) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Shares”)), (y) Dissenting Cancelled Shares and (z) Company Restricted Share Awards) any Dissenting Shares, shall thereupon be converted, in accordance with the procedures set forth in this Agreement, converted automatically into and shall thereafter represent the right to receive without interest, (i) 0.3657 common shares one (the “Exchange Ratio”) validly issued, fully-paid (to the extent required under the Fourth Amended Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of Parent the Delaware Revised Uniform Limited Partnership Act (the “Parent Common SharesDelaware LP Act”)) Series B Unit (each, a “Series B Unit” and, collectively, the “Series B Units”) having the rights, preferences and privileges set forth in the Fourth Amended Partnership Agreement (ii) $18.80 in cash (the “Per Share Cash Consideration”) (the such consideration described in clauses (i) and (ii), being hereinafter referred to as the “Merger Consideration”). (b) All . As a result of the shares Merger, at the Effective Time, each holder of Company Common Stock converted into Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pursuant to this Article I shall no longer be payable in respect of such Shares that are issued and outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate (each, an “Old Certificate”, it being understood that any reference herein to “Old 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 thereafter represent only the right to receive (i) the Merger Consideration, (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 Section 1.5 and Section 2.3(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.3(b). If, immediately prior to the Effective Time, the outstanding Parent Common Shares shall have been increasedany cash in lieu of fractional Series B Units payable pursuant to Section 2.1(d) and any distributions payable pursuant to Section 2.2(c), decreasedall to be issued or paid, or changed into or exchanged for a different number or kind of shares or securitieswithout interest, in any consideration therefor upon the surrender of such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change Shares in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventaccordance with Section 2.2(b). (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 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. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: Except as provided in clauses (a) Each and (b) of this Section 3.2, each share of the common stock, without par value, of Company issued and Common Stock outstanding immediately prior to the Effective Time (shall be converted into and shall be canceled in exchange for the “Company Common Stock”right to receive from Parent pursuant to Section 3.2(d) (except for (x) shares a number of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (in each case other than shares Ordinary Shares equal to the Exchange Ratio, which shall be delivered to the holders of Company Common Stock (Ai) held in any Company Benefit Plans or related trust accountsthe form of American Depositary Shares (the "Parent ADSs"), managed accounts, mutual funds and each representing the likeright to receive one Parent Ordinary Share (the "ADS Consideration"), or otherwise held in a fiduciary or agency capacity or (Bii) held, directly or indirectlyif and to the extent elected by any such holder, in respect the manner provided in Section 3.3, in the form of a debt previously contracted Parent Ordinary Shares, in book-entry form (collectivelythe "Ordinary Share Consideration" and, together with the ADS Consideration, the “Exception Shares”"Merger Consideration")); provided, however, that the Parent ADSs may be evidenced by one or more American Depositary Receipts (y"Parent ADRs") Dissenting Shares and (z) Company Restricted Share Awards) shall be converted, issued in accordance with the procedures set forth in this Deposit Agreement. At the Effective Time, into the right to receive without interest, (i) 0.3657 common shares (the “Exchange Ratio”) of Parent (the “Parent Common Shares”) and (ii) $18.80 in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (ii), the “Merger Consideration”). (b) All the shares of all Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding outstanding, shall be canceled and shall automatically be cancelled retired and shall cease to exist as of the Effective Timeexist, and each certificate (each, an “Old a "Certificate”, it being understood that any reference herein to “Old Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock") previously formerly representing any of such shares of Company Common Stock shall thereafter represent only the right to receive (i) the Merger ConsiderationConsideration and the right, (iiif any, to receive pursuant to Section 3.4(e) 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 Section 1.5 Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and Section 2.3(e), without any interest thereon, and (iii) any dividends dividend or distributions which the holder thereof has the right to receive distribution pursuant to Section 2.3(b3.4(c). If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such case as Parent Ordinary Shares or Parent ADSs to be received by a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall holder may be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made referred to the Merger Consideration to give 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 Company or as "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, by virtue of the Merger subject to Section 2.2(e) and without any action on the part of ParentSection 9.1(g) hereof, Holdco, Company or the holder of any of the following securities: (a) Each each share of the common stock, without par valuevalue $0.01 per share, of the Company (the "Company Common Stock") issued and outstanding immediately prior to the Effective Time (the “Company Common Stock”) other than (except for (xi) shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent held in the Company's treasury, (in each case other than ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (Aas defined below) (except for Trust Account Shares and DPC Shares, as such terms are defined in Section 1.4(b) hereof), and (iii) unallocated shares of Company Common Stock held in any the Company Benefit Plans or related trust accounts, managed accounts, mutual funds Bank's Recognition and Retention Plan for Officers and Employees and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted Company Bank's Recognition and Retention Plan for Outside Directors (collectively, the “Exception "Unallocated RRP Shares”")), (y) Dissenting Shares and (z) Company Restricted Share Awards) shall be converted, in accordance together with the procedures set forth in this rights (the "Company Rights") attached thereto issued pursuant to the Rights Agreement, dated as of January 23, 1995, between the Company and Mellon Bank, N.A., as Rights Agent (the "Company Rights Agreement"), shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into the right to receive without interest, (i) 0.3657 common and exchangeable for 4.194 shares (the “"Exchange Ratio”") of the common stock, par value $.01 per share, of Parent (the “"Parent Common Shares”) and (ii) $18.80 in cash (the “Per Share Cash Consideration”Stock") (together with the consideration described number of Parent Rights (as defined in clauses (iSection 5.2 hereof) and (iiassociated therewith), the “Merger Consideration”). (b) . All of the shares of Company Common Stock converted into the right to receive the Merger Consideration Parent Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and each certificate (each, an “Old each a "Certificate”, it being understood that any reference herein to “Old 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 thereafter only represent only the right to receive (i) the Merger Consideration, number of whole shares of Parent Common Stock and (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Old Certificate have been converted into the right to receive pursuant to this Section 1.5 1.4(a) and Section 2.3(e)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, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.3(b). If, prior to between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Shares Stock shall have been increased, decreased, or be changed into or exchanged for a different number or kind class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock splitreadjustment, or other similar change in capitalization, or there a stock dividend thereon shall be any extraordinary dividend or distributiondeclared with a record date within said period, an appropriate and proportionate adjustment the Exchange Ratio shall be made to the Merger Consideration to give holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventadjusted accordingly. (cb) Notwithstanding anything in this Agreement to the contrary, at At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock, (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or Parent any of their respective Subsidiaries (in each case other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the Exception 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") 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")) and (iii) all Unallocated RRP Shares shall be cancelled and shall cease to exist and neither the Merger Consideration nor any 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.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (a) Each share of the common stock, without par value, of Company Share issued and outstanding immediately prior to the Effective Time (the “Company Common Stock”) (except for (x) shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (in each case other than shares of Company Common Stock (AShares to be cancelled in accordance with Section 2.1(b) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception other than Dissenting Shares”)), (y) Dissenting Shares and (z) Company Restricted Share Awards) shall be convertedautomatically converted into the right to receive, in accordance with and subject to, the terms, conditions and procedures set forth in this Agreement, into the right to receive Article 2 and Article 8 without interest, (i) 0.3657 common shares (A) a number of validly issued, fully paid and non-assessable Parent Shares equal to the “Exchange Ratio”Ratio minus (B) the Per Share Escrow Amount, payable to the holder upon surrender of Parent (the “Parent Common Shares”) Certificate formerly representing such Share in accordance with Section 2.2 and Section 2.2 and (ii) $18.80 a pro rata share of any Parent Shares to be released from the Escrow Account in cash respect of such Share in accordance with Article 8 and the Escrow Agreement as and when such releases are required to be made (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (ii)such Parent Shares collectively, the “Merger Consideration”). (b) All . At the shares Effective Time, all of Company Common Stock the Shares converted into the right to receive the Merger Consideration pursuant to this Article I Section 2.1(a) shall no longer cease to be outstanding and outstanding, shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and each certificate (each, an “Old Certificate”, it being understood Certificate that any reference herein to “Old Certificate” shall be deemed to include reference to book-entry account statements relating immediately prior to the ownership of shares of Company Common Stock) previously representing Effective Time represented any such shares of Company Common Stock Shares shall thereafter represent only the right to receive (i) the Merger Consideration, (ii) without interest, including the right to receive, pursuant to Section 2.5, cash in lieu of fractional shares Parent Shares, if any, which the shares would otherwise be issuable in respect of such Company Common Stock represented by such Old Certificate have been converted into the right to receive pursuant to this Section 1.5 and Section 2.3(e2.1(a) (the “Fractional Share Consideration”), without any interest thereontogether with the amounts, and (iii) any dividends or distributions which the holder thereof has the right to receive if any, payable pursuant to Section 2.3(b2.2(e). If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give 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 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, by virtue of subject to the Merger exceptions and without any action on the part of Parentlimitations set forth in Article II hereof, Holdco, Company or the holder of any of the following securities: (a) Each each share of the common stock, without par value, of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares), shall, by virtue of this Agreement and without any action on the “Company Common Stock”) part of the holder thereof, be cancelled and cease to exist and converted into the right to receive, depending upon the election of the holder thereof as provided in Section 2.2 hereof, (except for (xi) shares of Company Buyer Common Stock owned by Company as treasury stock or owned by Company or Parent (in each case other than shares of Company Common Stock (A) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Shares”)), (y) Dissenting Shares and (z) Company Restricted Share Awards) shall be converted, in accordance with the procedures set forth in this Agreement, into the right to receive without interest, (i) 0.3657 common shares (the “Exchange Ratio”) of Parent (the “Parent Common Shares”) and , (ii) $18.80 cash in cash (the “amount of the Per Share Cash Consideration”, or (iii) a combination of such shares and cash (the consideration described in clauses (i) and (ii)collectively, the “Merger Consideration”). (b) All the Notwithstanding any other provision hereof, no fractional shares of Company Buyer 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 as of the Effective Time, and each certificate (each, an “Old Certificate”, it being understood that any reference herein to “Old Certificate” shall be deemed issued to include reference to book-entry account statements relating to the ownership of shares holders of Company Common Stock) previously representing any . In lieu thereof, each such shares holder otherwise entitled to a fraction of Company a share of Buyer Common Stock shall thereafter represent only receive, at the right time of surrender of the Certificate or Certificates, an amount in cash equal to receive the product of (i) the Merger Consideration, Per Share Cash Consideration and (ii) cash in lieu the fraction of fractional shares which the shares a share of Company Buyer Common Stock represented by to which such Old Certificate have been converted into the right to receive pursuant to this Section 1.5 and Section 2.3(e)holder otherwise would be entitled, without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.3(b). If, prior rounded to the Effective Timenearest pxxxx. No such holder shall be entitled to dividends, voting rights, interest on the outstanding Parent Common Shares shall have been increased, decreasedvalue of, or changed into or exchanged for a different number or kind of shares or securities, any other rights in any such case as a result respect of a reorganizationfractional share, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give holders of Company Common Stock the same economic effect except as contemplated by this Agreement prior to such eventexpressly provided herein. (c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Company Common Stock that which are owned by Company or Parent outstanding immediately prior to the Effective Time and which shareholders have given notice of their intention to assert dissenters rights under Section 85 of the MBCL and which shareholders have voted not to approve the Merger (in each case other than the Exception such shares being referred to herein as “Dissenting Shares”) shall not be cancelled and shall cease converted into the right to exist and neither receive the Merger Consideration nor but, instead, the holders thereof shall be entitled to receive payment of the fair market value of such Dissenting Shares in accordance with the provisions of Section 86 to 98 inclusive, of the MBCL (“Section 86 et seq.”); provided, however, that (i) if any holder of Dissenting Shares shall subsequently withdraw, with the consent of the Surviving Corporation, his demand for purchase of such shares, or (ii) if any holder of Dissenting Shares fails to establish or otherwise loses his entitlement to payment of the fair market value of such shares as provided in Section 86 et seq., such holder or holders (as the case may be) shall not be entitled to receive payment of the fair market value of such shares of Company Common Stock as contemplated by Section 86 et seq., and each of such shares shall thereupon cease to be Dissenting Shares and shall be deemed to have been converted into the right to receive, as of the Effective Time, the Merger Consideration without any interest thereon, as provided in Section 1.5(a) and Article II hereof. Prior to the Effective Time, the Company shall give Buyer prompt notice of any demands for appraisal pursuant to Section 86 et seq. received by the Company, withdrawals of any such demands and any other consideration documents or instruments received by the Company in connection therewith. Buyer shall have the right to participate in and direct all negotiations and proceedings with respect to any such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of Buyer, which consent shall not unreasonably be delivered in exchange thereforwithheld or delayed, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Conversion of Company Common Stock. At the Effective TimeSubject to Section 3.3, by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (a) Each share of the common stock, without par value, of Company each issued and outstanding immediately prior to the Effective Time (the “share of Company Common Stock”) Stock (except for (x) other than Dissenting Shares and shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (in each case other than shares of Company Common Stock (A) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds to be cancelled and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Shares”retired pursuant to Section 3.1(b)), (y) Dissenting Shares and (z) Company Restricted Share Awards) shall be converted, in accordance with the procedures set forth in this Agreement, into the right to receive without interest, (i) 0.3657 common shares (the “Exchange Ratio”) of Parent (the “Parent Common Shares”) and (ii) $18.80 in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (ii), the “Merger Consideration”). (b) All the shares of Company Common Stock converted into the right to receive the following consideration (the “Merger Consideration Consideration”): (i) 0.6272 (as may be adjusted pursuant to this Article I Section 3.4, the “Exchange Ratio”) ordinary shares, par value NIS 0.10, of Parent, duly issued and credited as fully paid (collectively, the “Parent Ordinary Shares”) which will trade in the United States in the form of American Depositary Shares (“Parent ADSs,” each Parent ADS representing one Parent Ordinary Share), evidenced by American Depositary Receipts (“Parent ADRs”) (such Parent ADSs, together with any cash in lieu of fractional Parent ADSs to be paid pursuant to Section 3.2(f), the “Stock Consideration”); and (ii) $39.90 in cash. At the Effective Time, each share of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist as be outstanding, and, in the case of the Effective Time, and each certificate (each, an “Old Certificate”, it being understood that any reference herein to “Old 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 thereafter represent only the right to receive (i) the Merger Consideration, (ii) cash in lieu of fractional shares which the shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), the names of the former registered holders shall be removed from the registry of holders of such Old Certificate shares, and: (A) each holder of a certificate representing any such shares (other than Book-Entry Shares) of Company Common Stock (a “Certificate”) shall cease to have been converted into any rights with respect thereto, except the right to receive pursuant to this Section 1.5 and Section 2.3(ethe Merger Consideration upon the surrender of such Certificate (for each share of Company Common Stock previously represented thereby), without any interest thereon, and (iiiB) each holder of Book-Entry Shares shall cease to have any dividends or distributions which the holder thereof has rights with respect thereto except the right to receive pursuant to Section 2.3(b). If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give following such removal of such holder’s name from the registry of holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventshares (for each such Book-Entry Share). (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 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. At the Effective Time(i) Subject to Section 2.02(e), by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (a) Each each share of the common stock, without par value, of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time (the “Company Common Stock”) (except for but excluding (x) shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (to be canceled in each case other than shares of Company Common Stock (A) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Shares”)accordance with Section 2.01(b), (y) Dissenting Shares shares to be converted in accordance with Section 2.01(c) and (z) Company Restricted Share Awardsany Dissenting Shares) shall be converted, in accordance with the procedures set forth in this Agreement, converted into the right to receive without interest, (iA) 0.3657 common shares 4.935 (the “Class A Exchange Ratio”) validly issued, fully paid and nonassessable shares of Parent Common Stock (the “Parent Common SharesClass A Stock Consideration”) and (iiB) $18.80 18.60 in cash cash, without interest (the “Per Share Class A Cash Consideration”) (” and, together with the consideration described in clauses (i) and (ii)Class A Stock Consideration, the “Class A Merger Consideration”). (b) All . At the Effective Time, all shares of Company Class A Common Stock converted into the right to receive the Class A Merger Consideration pursuant to this Article I Section 2.01(d) shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and each holder of a certificate (each, an a “Old Class A Certificate”, it being understood that any reference herein to “Old Certificate” shall be deemed to include reference to ) or book-entry account statements relating shares (“Class A Book-Entry Shares”) which immediately prior to the ownership of shares of Company Common Stock) previously representing Effective Time represented any such shares of Company Class A Common Stock shall thereafter represent only cease to have any rights with respect thereto, except the right to receive (i) the Class A Merger Consideration, (iiany dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares which payable pursuant to Section 2.02(e), without interest, in each case to be issued or paid in consideration therefor upon surrender of such Class A Certificate in accordance with Section 2.02(b), in the shares case of certificated shares, and automatically, in the case of book-entry shares. (ii) Subject to Section 2.02(e), each share of Company Class B Common Stock represented by such Old Certificate have been issued and outstanding immediately prior to the Effective Time (but excluding (x) shares to be canceled in accordance with Section 2.01(b), (y) shares to be converted in accordance with Section 2.01(c) and (z) any Dissenting Shares) shall be converted into the right to receive pursuant to this Section 1.5 (A) 4.935 (the “Class B Exchange Ratio”) validly issued, fully paid and Section 2.3(enonassessable shares of Parent Common Stock (the “Class B Stock Consideration”), (B) $18.60 in cash, without any interest thereon(the “Class B Cash Consideration”), and (iiiC) any dividends or distributions which a fraction of a share of a new series of convertible preferred stock to be issued by Parent at the holder thereof has Effective Time and to be designated as Series A Convertible Preferred Stock, par value $1.00 per share (the right to receive pursuant to Section 2.3(b“Parent Convertible Preferred Stock”). If, prior equal to the Effective TimePreferred Exchange Ratio (the “Convertible Preferred Stock Consideration” and, together with the Class B Stock Consideration and Class B Cash Consideration, the outstanding Parent Common Shares shall have been increased“Class B Merger Consideration”), decreased, or changed into or exchanged for a different number or kind having terms as set forth in the form of shares or securities, in any such case Certificate of Amendment (the “Certificate of Amendment”) attached as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give 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 Exhibit B hereto. At the Effective Time, all shares of Company Class B Common Stock that are owned by Company or Parent (in each case other than converted into the Exception Sharesright to receive the Class B Merger Consideration pursuant to this Section 2.01(d) shall no longer be cancelled outstanding and shall automatically be canceled and shall cease to exist exist, and neither each holder of a certificate (a “Class B Certificate”) or book-entry shares (“Class B Book-Entry Shares” and, together with Class A Book-Entry Shares, the “Book-Entry Shares”) which immediately prior to the Effective Time represented any such shares of Company Class B Common Stock shall cease to have any rights with respect thereto, except the right to receive the Class B Merger Consideration nor Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e), without interest, in each case to be issued or paid in consideration shall be delivered therefor upon surrender of such Class B Certificate in exchange thereforaccordance with Section 2.02(b), in the case of certificated shares, and automatically, in the case of book-entry shares. “Preferred Exchange Ratio” means a number equal to (1) 300,000 divided by (2) the number of shares of Class B Common Stock issued and outstanding as of the Effective Time.

Conversion of Company Common Stock. At the Effective TimeSubject to Section 3.4, by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (a) Each each share of the common stock, without par value, of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(a)) shall be converted into (i) .05703 of one share (the “Company Common Stock”"EXCHANGE RATIO") of Parent's common stock, par value $0.01 per share (except for including the associated preferred stock purchase rights set forth in the Parent Rights Plan (as defined in Section 5.2), "PARENT COMMON STOCK") or (ii) if the holder of such share has made a Unit Election (as defined in Section 3.2(b)), (A) the quotient of (x) the number of whole Trust Units (as defined in Section 7.13) elected to be received by, and that are allocated to, such holder pursuant to the procedures set forth in Section 3.2 (the "ALLOCATED TRUST UNITS" ) divided by (y) the number of shares of Company Common Stock owned covered by Company the Election Form (as treasury stock or owned defined in Section 3.2(a)) for such holder and (B) the fraction of one share of Parent Common Stock, if any, remaining after reducing the Exchange Ratio by Company or Parent the quotient of (in each case other than x) .00054 multiplied by the Allocated Trust Units for such holder and (y) the number of shares of Company Common Stock (A) held covered by the Election Form for such holder. Such consideration, together with cash in any Company Benefit Plans or related trust accountslieu of fractional shares of Parent Common Stock as contemplated by Section 3.4, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Shares”)), (y) Dissenting Shares and (z) Company Restricted Share Awards) shall be converted, in accordance with the procedures set forth in this Agreement, into the right to receive without interest, (i) 0.3657 common shares (is referred to herein as the “Exchange Ratio”) of Parent (the “Parent Common Shares”) and (ii) $18.80 in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (ii), the “Merger Consideration”)"COMMON STOCK MERGER CONSIDERATION. (b) " All the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist as exist, and the holder of a certificate ("COMMON STOCK CERTIFICATE") that, immediately prior to the Effective Time, and each certificate (each, an “Old Certificate”, it being understood that any reference herein to “Old 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 represented outstanding shares of Company Common Stock shall thereafter represent only cease to have any rights with respect thereto, except the right to receive (i) the Merger Consideration, (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 Section 1.5 and Section 2.3(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.3(b). If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give holders be issued or paid in consideration therefor upon the surrender of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventcertificate in accordance with Section 3.3. (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 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. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (a) Each share of the common stock, without par value, Share of Company Common Stock issued and outstanding immediately prior to the Effective Time (the “Company Common Stock”) (except for (x) shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (in each case other than shares of Company Common Stock (A) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Shares”)), (y) Dissenting Shares and (z) Company Restricted Share Awards) shall to be converted, cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) will be automatically converted into the right to receive, at the election of the holder thereof in accordance with, and subject to, the terms, conditions and procedures set forth in this Agreement, into Article II (including the right to receive without interest, (i) 0.3657 common shares (the “Exchange Ratio”) of Parent (the “Parent Common Shares”) and (ii) $18.80 proration procedures in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (iiSection 2.2(d)), the following consideration (the “Merger Consideration”). , in each case without interest: (bi) All the shares combination (such election, a “Mixed Election”) of (A) $52.85 in cash (the “Mixed Cash Consideration”) and (B) 0.6677 validly issued, fully paid and nonassessable Parent Shares (the “Mixed Stock Consideration” and together with the Mixed Cash Consideration, the “Mixed Election Consideration”), (ii) (such election, a “Cash Election”) $88.08 in cash (the “Cash Election Consideration”), or (iii) (such election, a “Stock Election”) 1.6693 validly issued, fully paid and nonassessable Parent Shares (the “Stock Election Consideration”), in the case of each such election, payable to the holder upon surrender of the Certificate or Book-Entry Share formerly representing such Share in accordance with Section 2.2 and Section 2.3. At the Effective Time, all of the Shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I Section 2.1(a) shall no longer cease to be outstanding and outstanding, shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and each certificate (each, an “Old Certificate”, it being understood Certificate or Book-Entry Share that any reference herein to “Old Certificate” shall be deemed to include reference to book-entry account statements relating immediately prior to the ownership of shares of Company Common Stock) previously representing Effective Time represented any such shares of Company Common Stock Shares shall thereafter represent only the right to receive (i) the Merger Consideration, (ii) without interest, including the right to receive, pursuant to Section 2.6, cash in lieu of fractional shares of Parent Shares, if any, which the shares would otherwise be issuable in respect of such Company Common Stock represented by such Old Certificate have been converted into the right to receive pursuant to this Section 1.5 and Section 2.3(e2.1(a) (the “Fractional Share Consideration”), without any interest thereontogether with the amounts, and (iii) any dividends or distributions which the holder thereof has the right to receive if any, payable pursuant to Section 2.3(b2.3(f). If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give 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 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. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (a) Each Subject to Section 2.2(e), each share of the Class A voting common stock, without $1.00 par valuevalue per share, of Company issued and outstanding immediately prior to the Effective Time (the “Company Common Stock”) (), except for (x) shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent Purchaser or a Subsidiary of either (in each case other than shares of Company Common Stock (A) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (Bas a result of debts previously contracted) heldand Dissenting Shares, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Shares”)), (y) Dissenting Shares and (z) Company Restricted Share Awards) shall be converted, in accordance with the procedures set forth in this Agreement, converted into the right to receive without interest, (i) 0.3657 common 1.09 shares (the “Exchange Ratio”) of Parent (” and such shares, together with the “Parent Common Shares”) shares to be issued pursuant to Sections 1.7 and (ii) $18.80 in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (ii)1.8, the “Merger Consideration”) of the common shares, $1.00 par value per share, of Purchaser (the “Purchaser Common Stock”); it being understood that upon the Effective Time, the Purchaser Common Stock, including the shares issued to former holders of Company Common Stock, shall be the common shares of the Surviving Corporation. (b) All of the shares of Company Common Stock converted into the right to receive the Merger Consideration Purchaser Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate (each, an a “Old Certificate”, it being understood that any reference herein to “Old 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 thereafter represent only the right to receive (i) the Merger Considerationnumber of whole shares of Purchaser Common Stock which such shares of Company Common Stock 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 Section 1.5 1.4 and Section 2.3(eSections 1.7, 1.8 and 2.2(e), without any interest thereon, thereon and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.3(b)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 representing whole shares of Purchaser 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 the Effective Time, the outstanding Parent shares of Purchaser Common Shares Stock or Company Common Stock shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration Exchange Ratio to give 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 Company or Parent Purchaser (in each case other than the Exception Sharesin a fiduciary or agency capacity 000-0000-0000/10/AMERICAS or as a result of debts previously contracted) shall be cancelled and shall cease to exist and neither the Merger Consideration nor any no stock of Purchaser or other consideration shall be delivered in exchange therefor.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (ai) Each share of the common stock, without par value, of Company Common Stock issued and outstanding immediately prior to the Effective Time (the “Company Common Stock”) (except for but excluding (x) shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (to be canceled in each case other than shares of Company Common Stock (A) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Shares”)accordance with Section 2.01(b), (y) Dissenting Shares shares to be converted in accordance with Section 2.01(c) and (z) Company Restricted Share Awardsany Dissenting Shares) shall be converted, in accordance with the procedures set forth in this Agreement, converted into the right to receive without interest(A) a number of shares of validly issued, (i) 0.3657 fully paid and nonassessable shares of common shares stock, par value, $0.01 per share, designated as Class V Common Stock (the “Exchange RatioClass V Common Stock”) of Parent (the “Stock Consideration”) having terms as set forth in the Amended and Restated Certificate of Incorporation of Parent attached as Exhibit C hereto to be filed with the Secretary of State of the State of Delaware and made effective as of immediately prior to the Effective Time (the “Parent Certificate”) equal to the quotient (rounded to the nearest five decimal points) obtained by dividing (I) 222,966,450 by (II) the aggregate number of shares of Company Common Shares”Stock issued and outstanding immediately prior to the Effective Time (including shares issued as a result of vesting of Company Equity Awards and shares contributed to Parent, Merger Sub or any of their Affiliates, in each case as contemplated by Section 5.04) (which aggregate number will be set forth in a certificate of the Company delivered as of immediately prior to the Effective Time) and (iiB) $18.80 24.05 in cash cash, without interest (the “Per Share Cash Consideration”) (” and, together with the consideration described in clauses (i) and (ii)Stock Consideration, the “Merger Consideration”). (b) All . At the Effective Time, all shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I Section 2.01(d) shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and each holder of a certificate (each, an a “Old Certificate”, it being understood that any reference herein to “Old Certificate” shall be deemed to include reference to ) or book-entry account statements relating shares (“Book-Entry Shares”), which immediately prior to the ownership of shares of Company Common Stock) previously representing Effective Time represented any such shares of Company Common Stock shall thereafter represent only cease to have any rights with respect thereto, except the right to receive (i) the Merger Consideration, (iiany dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares which payable pursuant to Section 2.02(e), without interest, in each case to be issued or paid in consideration therefor subject to compliance with the procedures set forth in this Section 2.01 upon surrender of such Certificate in accordance with Section 2.02(b), in the case of certificated shares, and immediately, in the case of Book-Entry Shares. (ii) If between the date of this Agreement and the Effective Time, there is a change in the number of shares of Company Common Stock represented by such Old Certificate have been converted into the right to receive pursuant to this Section 1.5 and Section 2.3(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.3(b). If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, securities convertible or changed exchangeable into or exchanged exercisable for a different number or kind shares of shares or securities, in any such case Company Common Stock issued and outstanding as a result of a reorganizationreclassification, stock split (including a reverse split), stock dividend or distribution, recapitalization, reclassificationmerger, stock dividendsubdivision, stock split, reverse stock splitissuer tender or exchange offer, or other similar change in capitalizationtransaction, or there the Cash Consideration shall be any extraordinary dividend or distributionappropriately adjusted to reflect such action; provided, an appropriate and proportionate adjustment however, that nothing in this Section 2.01(d)(ii) shall be made construed to permit the Company to take any action that is otherwise prohibited by the terms of this Agreement. (iii) Notwithstanding anything herein to the Merger Consideration to give holders contrary, the right of any holder of Company Common Stock to receive the same economic effect as contemplated by this Agreement prior Merger Consideration, any dividends or other distributions payable pursuant to such event. (cSection 2.02(c) Notwithstanding anything and cash in this Agreement lieu of any fractional shares payable pursuant to Section 2.02(e) shall, to the contraryextent provided in Section 2.02(j), at be subject to and reduced by the Effective Time, all shares amount of Company Common Stock any withholding that are owned by 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 thereforis required under applicable Tax Law.

Conversion of Company Common Stock. At the Effective TimeSubject to Section 3.3, by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (a) Each share of the common stock, without par value, of Company each issued and outstanding immediately prior to the Effective Time (the “share of Company Common Stock”) Stock (except for (x) other than Dissenting Shares and shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (in each case other than shares of Company Common Stock (A) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds to be cancelled and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Shares”retired pursuant to Section 3.1(b)), (y) Dissenting Shares and (z) Company Restricted Share Awards) shall be converted, in accordance with the procedures set forth in this Agreement, into the right to receive without interest, (i) 0.3657 common shares (the “Exchange Ratio”) of Parent (the “Parent Common Shares”) and (ii) $18.80 in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (ii), the “Merger Consideration”). (b) All the shares of Company Common Stock converted into the right to receive the following consideration (the "Merger Consideration Consideration"): (i) 0.6272 (as may be adjusted pursuant to this Article I Section 3.4, the "Exchange Ratio") ordinary shares, par value NIS 0.10, of Parent, duly issued and credited as fully paid (collectively, the "Parent Ordinary Shares") which will trade in the United States in the form of American Depositary Shares ("Parent ADSs," each Parent ADS representing one Parent Ordinary Share), evidenced by American Depositary Receipts ("Parent ADRs") (such Parent ADSs, together with any cash in lieu of fractional Parent ADSs to be paid pursuant to Section 3.2(f), the "Stock Consideration"); and (ii) $39.90 in cash. At the Effective Time, each share of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist as be outstanding, and, in the case of the Effective Time, and each certificate (each, an “Old Certificate”, it being understood that any reference herein to “Old 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 thereafter represent only the right to receive (i) the Merger Consideration, (ii) cash in lieu of fractional shares which the shares of Company Common Stock represented by book-entry ("Book-Entry Shares"), (A) each holder of a certificate representing any such Old Certificate shares (other than Book-Entry Shares) of Company Common Stock (a "Certificate") shall cease to have been converted into any rights with respect thereto, except the right to receive pursuant to this Section 1.5 and Section 2.3(ethe Merger Consideration upon the surrender of such Certificate (for each share of Company Common Stock previously represented thereby), without any interest thereon, and (iiiB) each holder of Book-Entry Shares shall cease to have any dividends or distributions which the holder thereof has rights with respect thereto except the right to receive pursuant to Section 2.3(b). If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give following such removal of such holder's name from the registry of holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventshares (for each such Book-Entry Share). (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 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. At the Effective TimeSubject to Sections 2.1(b) and 2.1(d), by virtue of the Merger each issued and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (a) Each outstanding share of the common stock, without par valuevalue two and one-twelfth cents per share, of the Company issued and (together with the associated rights under the Rights Agreement (as hereinafter defined)) outstanding immediately prior to the Effective Time (such shares and associated rights, collectively, "COMPANY COMMON STOCK," and each, a "SHARE"), other than any Cancelled Shares (as defined, and to the “Company Common Stock”extent provided in, Section 2.1(b)) (except for shall thereupon be converted automatically into and shall thereafter represent the right to receive the combination of (x) $40.00 in cash without interest (the "PER SHARE CASH AMOUNT") and (y) 0.5118 of a share of validly issued, fully paid and non-assessable shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (in each case other than shares of Company Common Stock (Aas hereinafter defined) held (the "EXCHANGE RATIO"), subject to adjustment in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (Baccordance with Section 2.1(d) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Shares”"MERGER CONSIDERATION")), (y) Dissenting . All Shares and (z) Company Restricted Share Awards) shall be converted, in accordance with the procedures set forth in this Agreement, into the right to receive without interest, (i) 0.3657 common shares (the “Exchange Ratio”) of Parent (the “Parent Common Shares”) and (ii) $18.80 in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (ii), the “Merger Consideration”). (b) All the shares of Company Common Stock that have been converted into the right to receive the Merger Consideration pursuant to as provided in this Article I Section 2.1 shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as exist, and the holders of certificates which immediately prior to the Effective Time, and each certificate (each, an “Old Certificate”, it being understood that Time represented such Shares shall cease to have any reference herein rights with respect to “Old 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 thereafter represent only Shares other than the right to receive (i) the Merger Consideration, (ii) cash any dividends and other distributions 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 accordance with Section 1.5 and Section 2.3(e), without any interest thereon, 2.2(h) and (iii) any dividends or distributions which cash to be paid in lieu of any fractional share of Class A common stock of Parent, par value $.01 per share ("PARENT COMMON STOCK" PROVIDED that "Parent Common Stock" shall mean the holder thereof has Class A common stock, par value $.01 per share, of the right to receive pursuant to Section 2.3(b). If, prior to Surviving Corporation following the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, ) in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventaccordance with Section 2.3. (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 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. At (i) Subject to Section 2.2, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (a) Each each share of the common stock, without par value, of Company Common Stock (other than shares to be canceled in accordance with Section 2.1(a)) issued and outstanding immediately prior to the Effective Time (the “Effective Time Company Common Stock”) (except for (x) shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (in each case other than shares of Company Common Stock (A) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Shares”)), (y) Dissenting Shares and (z) Company Restricted Share Awards) shall be converted, in accordance with the procedures set forth in this Agreement, automatically converted into the right to receive without interestat the election of the holder thereof, one of the following (i) 0.3657 common shares (subject to the “Exchange Ratio”) of Parent (the “Parent Common Shares”) limitations and (ii) $18.80 adjustments set forth in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (iiSection 2.1(f), the “Merger Consideration”): (A) for each such share of Company Common Stock for which an election to receive cash has been made (a “Cash Election”), the right to receive the Per Share Equity Price plus the Additional Amount (as defined in Section 2.1(c)) (the “Cash Consideration”), upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.2; and (B) for each such share of Company Common Stock for which no Cash Election has been made, the right to receive that number of shares of common stock, $0.06 par value per share, of the Parent (“Parent Common Stock”) equal to (1) the sum of (x) the Per Share Equity Price plus (y) the Additional Amount, (2) divided by the Average Parent Share Price (as defined in Section 2.1(b)(iv)) (the “Stock Consideration”), upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.2. The parties hereto understand and agree that all or any portion of the Stock Consideration may consist of shares of Parent Common Stock (i) acquired by Parent through acquisitions on the open market, in privately negotiated acquisitions or otherwise and/or (ii) issued in one or more original issuances, issuances of shares held in treasury or otherwise; provided, however, that this sentence shall not limit the obligations of the parties pursuant to Section 1.2(a). (bii) All As of the Effective Time, all shares of Company Common Stock converted into pursuant hereto shall no longer be outstanding and shall automatically be canceled 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 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 as Section 2.1(b) upon surrender of the Effective Time, and each such certificate (each, an “Old Certificate”, it being understood that any reference herein to “Old 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 thereafter represent only the right to receive (i) the Merger Consideration, (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 accordance with Section 1.5 and Section 2.3(e)2.2, without any interest thereon, except as specifically provided for in Sections 2.1(b) and 2.1(c). (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.3(b). If, prior to the Effective Time, the outstanding Parent Common Shares For purposes of this Article II: “Equity Price” shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give 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 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.mean

Conversion of Company Common Stock. At the Effective TimeSubject to Section 2.02(e), by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (a) Each share of the common stock, without par value, of Company each issued and outstanding immediately prior share (other than shares to the Effective Time (the “Company Common Stock”be canceled or to remain outstanding in accordance with Section 2.01(b)) (except for (x) shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (in each case other than shares of Company Common Stock (A) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Shares”)), (y) Dissenting Shares and (z) Company Restricted Share Awards) shall be converted, in accordance with the procedures set forth in this Agreement, into the right to receive without interest, (i) 0.3657 common shares (the “Exchange Ratio”) of Parent (the “Parent Common Shares”) and (ii) $18.80 in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (ii), the “Merger Consideration”). (b) All the shares of Company Common Stock converted into the right to receive 0.1847 (the "Exchange Ratio") American depositary shares (each a "Parent ADS") of Parent (each Parent ADS representing the right to receive one Ordinary Share, no par value, of Parent ("Parent Ordinary Share") and evidenced by one American depositary receipt ("Parent ADR") issued in accordance with the Deposit Agreement dated as of October 11, 2000, as amended from time to time (the "Deposit Agreement"), among Parent, Morgan Guaranty Trust Company of New York (the "Depositary"), as deposxxxxx, and all holders and beneficial owners from time to time of Parent ADRs) (the "Merger Consideration pursuant to this Article I Consideration"). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timebe outstanding, and each holder of a certificate (each, an “Old Certificate”, it being understood that any reference herein to “Old Certificate” shall be deemed to include reference to book-entry account statements relating which immediately prior to the ownership of shares of Company Common Stock) previously representing Effective Time represented any such shares of Company Common Stock (each, a "Certificate") shall thereafter represent only cease to have any rights with respect thereto, except the right to receive (i) the Merger Consideration, (iiany dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and any cash in lieu of fractional shares Parent ADSs to which the shares of Company Common Stock represented by such Old Certificate have been converted into the right to receive holder is entitled pursuant to this Section 1.5 and 2.02(e), in each case to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.3(e2.02(b), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.3(b). If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such eventinterest. (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 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. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (ai) Each share of the common stock, without par value, of Company Common Stock issued and outstanding immediately prior to before the Effective Time (the “Company Common Stock”) (except for (x) shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (in each case other than shares of Company Common Stock (A) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Shares”)), (y) Dissenting Excluded Shares and (z) Dissenting Shares, but including Company Restricted Share AwardsWarrant Shares) shall be converted, in accordance with the procedures set forth in this Agreement, converted automatically into the right to receive without interest, (i) 0.3657 common shares (the “Exchange Ratio”) of Parent (the “Parent Common Shares”) and (ii) $18.80 in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (ii), the “Merger Consideration”). (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 as of the Effective Time, and each certificate (each, an “Old Certificate”, it being understood that any reference herein to “Old 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 thereafter represent only the right to receive $0.05664 per share in cash (i) the “Merger Consideration”), without interest and subject to applicable withholding in accordance with Section ‎2.7, payable upon surrender of such shares in accordance with Section ‎2.2. (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 Section 1.5 and Section 2.3(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.3(b). If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give 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 All shares of Company Common Stock that are owned by Company or Parent (in each case other than the Exception Shareshave been converted pursuant to Section 2.1(d)(i) shall be cancelled canceled automatically and shall cease to exist exist, and neither the holders of shares represented by book-entry immediately before the Effective Time (the “Book-Entry Shares”) shall cease to have any rights with respect to those shares, other than the right to receive the Merger Consideration nor any other consideration in accordance with Section ‎2.2. (iii) Each former holder of shares of capital stock of Gelesis, Inc., a Delaware corporation (“Gelesis, Inc.”), who as of immediately prior to the Closing has not submitted a letter of transmittal to receive the Capstar Shares (as defined in the BCA) such holder was entitled to receive pursuant to the BCA (each such holder, a “Non-Exchanging Holder”) shall be delivered in exchange therefor(A) entitled to receive the consideration under this Agreement that such Non-Exchanging Holder would be entitled to receive if such Non-Exchanging Holder had received the Capstar Shares it was entitled to receive pursuant to the BCA and (B) deemed a Company Stockholder for all purposes of this Agreement.

Conversion of Company Common Stock. At the Effective Time, Time by virtue of ---------------------------------- the Merger and without any action on the part of Parent, HoldcoSub, Company or the holder of any of the following securities: (a) Each share of the common stock, without par valuevalue $0.01 per share, of Company (the "Company Common Stock"), together with the associated common stock purchase rights (the "Company Rights") under the Company Rights Agreement (as defined in Section 3.23) issued and outstanding immediately prior to the Effective Time (the “Company Common Stock”) (except for (x) shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (in each case other than shares of Company Common Stock (Acanceled pursuant to Section 1.5(c) held and Dissenting Shares, as defined in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Shares”Section 1.5(d)), (y) Dissenting Shares and (z) Company Restricted Share Awards) shall be converted, in accordance with the procedures set forth in this Agreement, converted into the right to receive $2.50 in cash payable to the holder thereof, without interest, (i) 0.3657 common shares interest thereon (the “Exchange Ratio”) of Parent (the “Parent Common Shares”) and (ii) $18.80 in cash (the “Per Share Cash "Merger Consideration”) (the consideration described in clauses (i) and (ii"), the “Merger Consideration”)less any required withholding taxes. (b) All of the shares of Company Common Stock converted into and Company Rights issued and outstanding immediately prior to the right to receive the Merger Consideration pursuant to this Article I Effective Time shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Time, and each certificate (each, an “Old each a "Common Certificate”, it being understood that any reference herein to “Old 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 and Company Rights (other than shares canceled pursuant to Section 1.5(c) and Dissenting Shares) shall thereafter represent only solely the right to receive (i) the Merger Consideration, (ii) cash in lieu of fractional shares Consideration into which the shares of Company Common Stock and Company Rights represented by such Old Common Certificate have been converted into the right to receive pursuant to this Section 1.5 and Section 2.3(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.3(b). If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event1.5. (c) Notwithstanding anything in this Agreement to the contrary, at At the Effective Time, all shares of Company Common Stock that are owned held by Company as treasury stock, if any, or by Parent or any of Parent's wholly owned Subsidiaries (as defined in each case other than the Exception SharesSection 3.1(a)) shall automatically be cancelled canceled and shall cease to exist exist, and neither the Merger Consideration nor any no cash, stock of Parent or other consideration shall be delivered in exchange therefor. (d) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time held by holders (if any) who have not voted in favor of the Merger or consented thereto in writing and who have demanded appraisal rights with respect thereto in accordance with Section 262 of the DGCL and, as of 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 DGCL ("Dissenting Shares") shall not be converted into the right to receive the Merger Consideration as described in Section 1.5(a), but holders of such shares shall be entitled to receive payment of the appraised value of such Dissenting Shares in accordance with the provisions of such Section 262, except that any Dissenting Shares held by a holder who shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal and payment under Section 262 of the DGCL shall thereupon be deemed to have been converted into the right to receive the Merger Consideration, less any required withholding taxes, and shall no longer be considered Dissenting Shares. Any holder of Dissenting Shares who becomes entitled to payment for such holder's Company Common Stock pursuant to such Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation. Company shall give Parent (i) prompt notice of any written demands for appraisal of any shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL received by Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of Company, offer to settle or settle any such demands or approve any withdrawal of any such demands. (e) Each share of common stock, par value $.01 per share, of Sub issued and outstanding immediately prior to the Effective Time shall be converted into one identical share of the common stock of the Surviving Corporation and shall constitute the only issued and outstanding capital stock of the Surviving Corporation following the Effective Time.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (ai) Each share of Class A Common Stock, together with the common stockassociated rights (the "Class A Rights") issued pursuant to the Class A share rights agreement between the Company and Norwest Bank Minnesota, without par valueN.A. (n/k/a Xxxxx Fargo Bank, N.A.), as rights agent, dated as of April 30, 1999, and the amendment thereto, dated as of March 31, 2000 (together, the "Class A Rights Plan"), each share of Class B Common Stock, together with the associated rights (the "Class B Rights") issued pursuant to the Class B share rights agreement between the Company and Norwest Bank Minnesota, N.A., as rights agent, dated as of April 30, 1999, and the amendment thereto, dated as of March 31, 2000 (together, the "Class B Rights Plan"), each share of Company Common Stock issued upon vesting of Company Stock-Based Awards in accordance with Section 3.1(d)(iii) and each share of Company Common Stock issued under the Company Employee Stock Purchase Plan (the "ESPP") in accordance with Section 3.1(d)(iv), issued and outstanding immediately prior to the Effective Time (the “Company Common Stock”) (except for (x) shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (in each case other than shares of Company Common Stock (Ato be cancelled in accordance with Section 3.1(a) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception other than Dissenting Shares”)), (y) Dissenting Shares and (z) Company Restricted Share Awards) shall be converted, in accordance with the procedures set forth in this Agreement, into the right to receive without interest, (i) 0.3657 common shares (the “Exchange Ratio”) of Parent (the “Parent Common Shares”) cancelled and (ii) $18.80 in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) extinguished and (ii), the “Merger Consideration”). (b) All the shares of Company Common Stock automatically converted into the right to receive an amount in cash equal to $45.00, without any interest thereon (the "Common Merger Consideration pursuant to this Article I Consideration"). (ii) Upon such conversion, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and extinguished and shall cease to exist as of the Effective Timeexist, and each certificate (each, an “Old Certificate”, it being understood that any reference herein to “Old Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) Certificate or Book- Entry Share previously representing any such shares of Company Common Stock shall thereafter represent only the right to receive the Common Merger Consideration in respect of such shares upon the surrender of the Certificates or Book-Entry Shares representing such shares in accordance with Section 3.2 (ior in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) the Merger Consideration, (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 a manner provided in Section 1.5 and Section 2.3(e3.2(g), without any interest thereon, and ). (iii) The Common Merger Consideration shall be appropriately adjusted to reflect fully the effect of any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.3(b). If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification or other similar like change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made with respect to the Merger Consideration to give holders of Company Common Stock having a record date on or after the same economic effect as contemplated by this Agreement date hereof and 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 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. At (1) Other than the Effective TimeAffiliate Shares, by virtue of the Parent Allocated Tender Shares and the Merger Sub Shares and without any action on the part of Parentsubject to Sections 2.01(b), Holdco2.01(e), Company or the holder of any of the following securities: (a2.02(d) Each share of the common stockand 6.03, without par value, of Company each issued and outstanding immediately prior to the Effective Time (the “Company Common Stock”) (except for (x) shares share of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (in each case other than shares of Company Common Stock (A) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Shares”)), (y) Dissenting Shares and (z) Company Restricted Share Awards) shall be converted, in accordance with the procedures set forth in this Agreement, into the right to receive without interest, (i) 0.3657 common shares (the “Exchange Ratio”) of Parent (the “Parent Common Shares”) and (ii) $18.80 in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (ii), the “Merger Consideration”). (b) All the shares of Company Common Stock converted into the right to receive (A) 0.295 of an American depositary share (each a "PARENT ADS") of Parent (the Merger Consideration pursuant to this Article I shall no longer be outstanding "PER SHARE STOCK CONSIDERATION") (each Parent ADS representing one-half of an Ordinary Share, nominal value euro 9.15 per share, of Parent ("PARENT ORDINARY SHARE") and shall automatically be cancelled and shall cease to exist evidenced by one American depositary receipt ("PARENT ADR") issued in accordance with the Deposit Agreement dated as of the Effective TimeJune 24, 1996, among Parent, The Bank of New York, as depositary, and each certificate all owners from time to time of Parent ADRs) and (eachB) $35.75 in cash, an “Old Certificate”without interest (the "PER SHARE CASH CONSIDERATION" and, it being understood that any reference herein to “Old Certificate” shall be deemed to include reference to book-entry account statements relating to together with the ownership Per Share Stock Consideration, the "PER SHARE MERGER CONSIDERATION"). The consideration payable upon the conversion of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall thereafter represent only the right to receive (i) the Merger Consideration, (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 Section 1.5 and Section 2.3(e), without any interest thereon, and (iii2.01(c) any dividends or distributions which is referred to collectively as the holder thereof has the right to receive pursuant to Section 2.3(b). If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event"MERGER CONSIDERATION". (c2) Notwithstanding anything in this Agreement to the contrary, at As of the Effective Time, all shares of Company Common Stock that are owned by Company or Parent (in each case other than the Exception Sharesso converted pursuant to Section 2.01(c)(1) shall no longer be cancelled outstanding and shall automatically be canceled and shall cease to exist exist, and neither each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration nor payable with respect to such shares upon surrender of such certificate, any other consideration shall cash in lieu of fractional Parent ADSs to be delivered issued in exchange thereforfor Company Common Stock pursuant to Section 2.02(d) and any dividends or other distributions to which such holder may be entitled pursuant to Section 2.02(c) or (e), in each case without interest.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, HoldcoMerger Sub, the Company or the holder of any securities of Parent or the following securitiesCompany: (a) Each Subject to Section 2.2(e), each share of the common stock, without par valuevalue $0.01 per share, of the Company issued and outstanding immediately prior to the Effective Time (the “Company Common Stock”) ), including each Company Restricted Share held by a non-employee director of the Company Board (each, a “Director Restricted Share”), except for (x) shares of Company Common Stock owned by Company as treasury stock or owned by the Company or Parent (in each case case, other than shares of Company Common Stock (Ai) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity capacity, that are beneficially owned by third parties, or (Bii) held, directly or indirectly, by the Company or Parent in respect of a debt debts previously contracted (collectively, the “Exception Shares”)contracted), (y) Dissenting Shares and (z) Company Restricted Share Awards) shall be converted, in accordance with the procedures set forth in this Agreement, converted into the right to receive without interest, (i) 0.3657 common shares 0.118 of a share (the “Exchange Ratio”) of the common stock, par value $0.50 per share, of Parent (the “Parent Common Shares”) and (ii) $18.80 in cash (the “Per Share Cash ConsiderationStock”) (the consideration described in clauses (i) and (ii), the “Merger Consideration”); it being understood that at and immediately after the Effective Time, pursuant to Section 1.6, Parent Common Stock, including the shares issued to former holders of Company Common Stock (including holders of Director Restricted Shares), shall be the common stock of Parent. (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 as of the Effective Time, and each certificate (each, an “Old Certificate”, ; it being understood that any reference herein to “Old 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 thereafter represent only the right to receive (i) a New Certificate representing the Merger Considerationnumber of whole shares of Parent Common Stock that such shares of Company Common Stock 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 Section 1.5 and Section 2.3(e2.2(e), without any interest thereon, and (iii) any dividends or distributions which that the holder thereof has the right to receive pursuant to Section 2.3(b)2.2, in each case, without any interest thereon. If, prior to between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Shares Stock or Company Common Stock shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration 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 the 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 the Company or Parent (in each case case, other than shares of Company Common Stock (i) held in trust accounts, managed accounts, mutual funds and the Exception Shareslike, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties, or (ii) held, directly or indirectly, by the Company or Parent in respect of debts previously contracted) shall be cancelled and shall cease to exist and neither the Merger Consideration nor any no Parent Common Stock or other consideration shall be delivered in exchange therefor.

Conversion of Company Common Stock. At the Effective Time(i) Subject to Section 2.02(e), by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (a) Each each share of the common stock, without par value, of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time (the “Company Common Stock”) (except for but excluding (x) shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (to be canceled in each case other than shares of Company Common Stock (A) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “Exception Shares”)accordance with Section 2.01(b), (y) Dissenting Shares shares to be converted in accordance with Section 2.01(c) and (z) Company Restricted Share Awardsany Dissenting Shares) shall be converted, in accordance with the procedures set forth in this Agreement, converted into the right to receive without interest, (iA) 0.3657 common shares 4.935 (the “Class A Exchange Ratio”) validly issued, fully paid and nonassessable shares of Parent Common Stock (the “Parent Common SharesClass A Stock Consideration”) and (iiB) $18.80 18.60 in cash cash, without interest (the “Per Share Class A Cash Consideration”) (” and, together with the consideration described in clauses (i) and (ii)Class A Stock Consideration, the “Class A Merger Consideration”). (b) All . At the Effective Time, all shares of Company Class A Common Stock converted into the right to receive the Class A Merger Consideration pursuant to this Article I Section 2.01(d) shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and each holder of a certificate (each, an a “Old Class A Certificate”, it being understood that any reference herein to “Old Certificate” shall be deemed to include reference to ) or book-entry account statements relating shares (“Class A Book-Entry Shares”) which immediately prior to the ownership of shares of Company Common Stock) previously representing Effective Time represented any such shares of Company Class A Common Stock shall thereafter represent only cease to have any rights with respect thereto, except the right to receive (i) the Class A Merger Consideration, (iiany dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares which the shares of Company Common Stock represented by such Old Certificate have been converted into the right to receive payable pursuant to this Section 1.5 and Section 2.3(e2.02(e), without any interest thereoninterest, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.3(b). If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give 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 Company or Parent (in each case other than to be issued or paid in consideration therefor upon surrender of such Class A Certificate in accordance with Section 2.02(b), in the Exception Shares) shall be cancelled case of certificated shares, and shall cease to exist and neither automatically, in the Merger Consideration nor any other consideration shall be delivered in exchange thereforcase of book-entry shares.