Common use of Conversion of Company Preferred Stock Clause in Contracts

Conversion of Company Preferred Stock. (i) Each issued and outstanding share of Series A Cumulative Convertible Preferred Stock of the Company ("Company Series A Convertible Preferred Stock), other than shares to be cancelled in accordance with Section 2.1(a), together with the Rights attached thereto, shall be converted into the right to receive one validly issued, fully paid and nonassessable share of Series I Cumulative Convertible Preferred Stock of Parent ("Parent Convertible Preferred Stock"). Each share of Parent Convertible Preferred Stock shall have terms that are substantially identical to the terms of Company Series A Convertible Preferred Stock, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company, (B) the number of shares of Parent Common Stock into which each share of Parent Convertible Preferred Stock shall be convertible (at the same times and subject to the same terms and conditions under which Company Series A Convertible Preferred Stock is convertible into shares of Company Common Stock immediately prior to the Effective Time) shall equal 26.31579 (which number shall be subject to adjustment under the same circumstances, in the same manner and to the same extent as set forth in the existing Certificate of Designation relating to the Company Series A Convertible Preferred Stock) times the Exchange Ratio and (C) each share of Parent Convertible Preferred Stock, when voting together with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to vote) as a single class, shall be entitled to a number of votes equal to the number of shares of Parent Common Stock into which one share of Parent Convertible Preferred Stock will be convertible immediately following the Merger. (ii) Each issued and outstanding share of 8.08% Cumulative Preferred Stock, Series D, of the Company ("Company 8.08% Preferred Stock"), other than shares to be cancelled in accordance with Section 2.1(a), shall be converted into the right to receive one validly issued, fully paid and nonassessable share of 8.08% Cumulative Preferred Stock, Series J, of Parent ("Parent 8.08% Preferred Stock"). Each share of Parent 8.08% Preferred Stock shall have terms that are substantially identical to Company 8.08% Preferred Stock, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company and (B) each share of Parent 8.08% Preferred Stock shall be entitled to three votes per share, voting together as a class with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to vote), on all matters submitted to a vote of stockholders of Parent, and shall be entitled to one vote per share on all matters on which the Company 8.08% Preferred Stock is entitled to vote, voting together as a class with any other shares of preferred stock of Parent at the time entitled to vote. (iii) Each issued and outstanding share of 8.40% Cumulative Preferred Stock, Series E, of the Company ("Company 8.40% Preferred Stock," and together with Company Series A Convertible Preferred Stock and Company 8.08% Preferred Stock, "Company Preferred Stock"), other than shares to be cancelled in accordance with Section 2.1(a), shall be converted into the right to receive one validly issued, fully paid and nonassessable share of 8.40% Cumulative Preferred Stock, Series K, of Parent ("Parent 8.40% Preferred Stock," and together with Parent Convertible Preferred Stock and Parent 8.08% Preferred Stock, "Parent New Preferred Stock"). Each share of Parent 8.40% Preferred Stock shall have terms that are substantially identical to Company 8.40% Preferred Stock, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company and (B) each share of Parent 8.40% Preferred Stock shall be entitled to three votes per share, voting together as a class with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to vote), on all matters submitted to a vote of stockholders of Parent, and shall be entitled to one vote per share on all matters on which the Company 8.40% Preferred Stock is entitled to vote, voting together as a class with any other shares of preferred stock of Parent at the time entitled to vote.

Conversion of Company Preferred Stock. (i) Each issued and outstanding share of Series A Cumulative Convertible Preferred Stock convertible preferred stock, par value $0.01 per share, of the Company (the "Company Series A Convertible Preferred Stock), ") that has not been converted into Company Common Stock and that remains issued and outstanding immediately 26995100v.1 prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.1(a), together with the Rights attached thereto, shall Dissenting Shares) will be converted into the right to receive one validly issuedreceive, fully paid in cash and nonassessable without interest, an amount equal to the Merger Consideration per share of Series I Cumulative Convertible Company Common Stock on an “as converted basis” based on the Merger Consideration that would have been payable to a holder of Company Preferred Stock of Parent ("Parent Convertible Preferred Stock"). Each share of Parent Convertible Preferred Stock shall have terms that are substantially identical to the terms of Company Series A Convertible Preferred Stock, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company, (B) the number of shares of Parent Common Stock into which if such holder had converted each share of Parent Convertible Company Preferred Stock shall be convertible (at the same times and subject to the same terms and conditions under which Company Series A Convertible Preferred Stock is convertible into shares of Company Common Stock immediately prior to the Effective Time. For purposes of effecting the foregoing, each holder of Company Preferred Stock will receive after the Merger a notice of instruction and letter of transmittal to elect to either (i) shall equal 26.31579 surrender the certificate or certificates for the Company Preferred Stock to the Surviving Corporation in exchange for the payment of the Merger Consideration on an “as converted basis” as noted in the preceding sentence or (ii) retain the Company Preferred Stock in which number case it shall be subject deemed converted into Company Preferred Stock of the Surviving Corporation with only the right, at such time as the holder thereof so demands in writing and surrenders any certificates representing such shares of preferred stock, to adjustment under receive the same circumstancesMerger Consideration, in the same manner cash and without interest, an amount equal to the same extent Merger Consideration per share of Company Common Stock on an “as set forth in converted basis” based on the existing Certificate Merger Consideration that would have been payable to a holder of Designation relating to the Company Series A Convertible Preferred Stock) times the Exchange Ratio and (C) Stock if such holder had converted each share of Parent Convertible Company Preferred Stock, when voting together with the Parent Stock into Company Common Stock (and any other shares of capital stock of Parent at the time entitled to vote) as a single class, shall be entitled to a number of votes equal immediately prior to the number Effective Time. In the absence of shares of Parent Common Stock into which one share of Parent Convertible Preferred Stock will be convertible immediately following the Merger. (ii) Each issued and outstanding share of 8.08% Cumulative Preferred Stock, Series D, holder of the Company Preferred Stock notifying the Surviving Corporation of its instructions, alternative “("Company 8.08% Preferred Stock"ii), other than shares to be cancelled in accordance with Section 2.1(a), ” shall be converted into the right deemed to receive one validly issued, fully paid and nonassessable share of 8.08% Cumulative Preferred Stock, Series J, of Parent ("Parent 8.08% Preferred Stock"). Each share of Parent 8.08% Preferred Stock shall have terms that are substantially identical to Company 8.08% Preferred Stock, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company and (B) each share of Parent 8.08% Preferred Stock shall be entitled to three votes per share, voting together as a class with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to vote), on all matters submitted to a vote of stockholders of Parent, and shall be entitled to one vote per share on all matters on which the Company 8.08% Preferred Stock is entitled to vote, voting together as a class with any other shares of preferred stock of Parent at the time entitled to voteapply. (iii) Each issued and outstanding share of 8.40% Cumulative Preferred Stock, Series E, of the Company ("Company 8.40% Preferred Stock," and together with Company Series A Convertible Preferred Stock and Company 8.08% Preferred Stock, "Company Preferred Stock"), other than shares to be cancelled in accordance with Section 2.1(a), shall be converted into the right to receive one validly issued, fully paid and nonassessable share of 8.40% Cumulative Preferred Stock, Series K, of Parent ("Parent 8.40% Preferred Stock," and together with Parent Convertible Preferred Stock and Parent 8.08% Preferred Stock, "Parent New Preferred Stock"). Each share of Parent 8.40% Preferred Stock shall have terms that are substantially identical to Company 8.40% Preferred Stock, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company and (B) each share of Parent 8.40% Preferred Stock shall be entitled to three votes per share, voting together as a class with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to vote), on all matters submitted to a vote of stockholders of Parent, and shall be entitled to one vote per share on all matters on which the Company 8.40% Preferred Stock is entitled to vote, voting together as a class with any other shares of preferred stock of Parent at the time entitled to vote.

Conversion of Company Preferred Stock. (i) Each issued and outstanding share of Series A Cumulative Convertible Preferred Stock preferred stock, par value $0.001 per share, of the Company ("the “Company Series A Convertible Preferred Stock), ”) issued and outstanding immediately prior to the Effective Time (other than shares any Company Preferred Stock to be cancelled in accordance with pursuant to Section 2.1(a2.1(c), together with the Rights attached thereto, ) shall be converted automatically into the right to receive one validly issued, fully paid and nonassessable share of Series I Cumulative Convertible Preferred Stock preferred stock, par value $0.001 per share, of Parent NewCo ("Parent Convertible the “NewCo Preferred Stock"). Each share of Parent Convertible Preferred Stock shall have terms that are substantially identical to the terms of Company Series A Convertible Preferred Stock, provided that (A”) as a result of the Merger the issuer thereof shall be Parent rather than the Company, (B) the number of shares of Parent Common Stock into which each share of Parent Convertible Preferred Stock shall be convertible (at having the same times designations, rights, powers and subject to preferences, and the same terms qualifications, limitations and conditions under which Company Series A Convertible Preferred Stock is convertible into restrictions, as the shares of Company Common Stock immediately prior to the Effective Time) shall equal 26.31579 (which number shall be subject to adjustment under the same circumstances, in the same manner and to the same extent as set forth in the existing Certificate of Designation relating to the Company Series A Convertible Preferred Stock) times the Exchange Ratio and (C) each share of Parent Convertible Preferred Stock, when voting together with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to vote) as a single class, shall be entitled to a number of votes equal to the number of shares of Parent Common Stock into which one share of Parent Convertible Preferred Stock will be convertible immediately following the Mergerbeing so converted. (ii) Each share of Company Preferred Stock that has been designated as Series B convertible preferred stock, par value $0.001 per share (the “Company Series B Preferred Stock”) issued and outstanding share of 8.08% Cumulative Preferred Stock, Series D, of immediately prior to the Company Effective Time ("Company 8.08% Preferred Stock"), other than shares any Company Series B Preferred Stock to be cancelled in accordance with pursuant to Section 2.1(a2.1(c), ) shall be converted automatically into the right to receive one validly issued, fully paid and nonassessable share of 8.08% Cumulative NewCo Preferred Stock designated as Series B convertible preferred stock, par value $0.001 per share (the “NewCo Series B Preferred Stock”) having the same designations, rights, powers and preferences, and the same qualifications, limitations and restrictions, as the shares of Company Series J, of Parent ("Parent 8.08% Preferred Stock"). Each share of Parent 8.08% B Preferred Stock shall have terms that are substantially identical to Company 8.08% Preferred Stock, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company and (B) each share of Parent 8.08% Preferred Stock shall be entitled to three votes per share, voting together as a class with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to vote), on all matters submitted to a vote of stockholders of Parent, and shall be entitled to one vote per share on all matters on which the Company 8.08% Preferred Stock is entitled to vote, voting together as a class with any other shares of preferred stock of Parent at the time entitled to votebeing so converted. (iii) Each share of Company Preferred Stock, if any, that has been designated as Series C convertible preferred stock, par value $0.001 per share (the “Company Series C Preferred Stock” and, collectively with the Company Series B Preferred Stock, any other Company Preferred Stock and the Company Common Stock, the “Company Capital Stock”) issued and outstanding share of 8.40% Cumulative Preferred Stock, Series E, of immediately prior to the Company Effective Time ("Company 8.40% Preferred Stock," and together with other than any Company Series A Convertible C Preferred Stock and Company 8.08% Preferred Stock, "Company Preferred Stock"), other than shares to be cancelled in accordance with pursuant to Section 2.1(a2.1(c), ) shall be converted automatically into the right to receive one validly issued, fully paid and nonassessable share of 8.40% Cumulative NewCo Preferred Stock designated as Series C convertible preferred stock, par value $0.001 per share (the “NewCo Series C Preferred Stock” and, collectively with the NewCo Series B Preferred Stock, Series K, of Parent ("Parent 8.40% Preferred Stock," and together with Parent Convertible any other NewCo Preferred Stock and Parent 8.08% Preferred the NewCo Common Stock, "Parent New Preferred the “NewCo Capital Stock"). Each share ”) having the same designations, rights, powers and preferences, and the same qualifications, limitations and restrictions, as the shares of Parent 8.40% Company Series C Preferred Stock shall have terms that are substantially identical to Company 8.40% Preferred Stock, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company and (B) each share of Parent 8.40% Preferred Stock shall be entitled to three votes per share, voting together as a class with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to vote), on all matters submitted to a vote of stockholders of Parent, and shall be entitled to one vote per share on all matters on which the Company 8.40% Preferred Stock is entitled to vote, voting together as a class with any other shares of preferred stock of Parent at the time entitled to votebeing so converted.

Conversion of Company Preferred Stock. (i) Each share of Fixed Rate Cumulative Perpetual Preferred Stock, Series T, stated liquidation amount $1,000 per share, of Company (the “Company Series T Preferred Stock”) issued and outstanding share immediately prior to the Effective Time (other than any shares of Company Series A Cumulative Convertible T Preferred Stock of the Company ("Company Series A Convertible Preferred Stock), other than shares to be cancelled in accordance with Section 2.1(a1.7(d), together with the Rights attached thereto, ) shall thereupon be converted automatically into and shall thereafter represent the right to receive receive, subject to the other provisions of this Article I, one validly issuedshare (the “Series T Preferred Consideration”) of preferred stock, fully paid and nonassessable share of Series I Cumulative Convertible Preferred Stock par value $0.01 per share, of Parent ("the “Parent Convertible Preferred Stock"). Each share of Parent Convertible Preferred Stock shall have terms that are substantially identical ”) to be designated, prior to the terms of Company Series A Convertible Closing Date, as Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, stated liquidation amount $1,000 per share (the “Parent Series A Preferred Stock”) and otherwise having rights, preferences, privileges and voting powers such that the rights, preferences, privileges and voting powers of the Company Series T Preferred Stock are not adversely affected by such conversion and having rights, preferences, privileges and voting powers, and limitations and restrictions that, taken as a whole, are not materially less favorable than the rights, preferences, privileges and voting powers, and limitations and restrictions of the Company Series T Preferred Stock immediately prior to such conversion, taken as a whole; provided that (A) as a result the voting powers of the Merger the issuer thereof shall be Parent rather than the Company, (B) the number of shares of Parent Common Stock into which each share of Parent Convertible Series A Preferred Stock shall be convertible (at substantially the same times and subject to as the same terms and conditions under which Company Series A Convertible Preferred Stock is convertible into shares voting powers of Company Common Stock immediately prior to the Effective Time) shall equal 26.31579 (which number shall be subject to adjustment under the same circumstances, in the same manner and to the same extent as set forth in the existing Certificate of Designation relating to the Company Series A Convertible T Preferred Stock) times the Exchange Ratio and (C) each share of Parent Convertible Preferred Stock, when voting together with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to vote) as a single class, shall be entitled to a number of votes equal to the number of shares of Parent Common Stock into which one share of Parent Convertible Preferred Stock will be convertible immediately following the Merger. (ii) Each issued and outstanding share of 8.08% Fixed Rate Cumulative Perpetual Preferred Stock, Series DW, stated liquidation amount $1,000 per share, of the Company ("the “Company 8.08% Series W Preferred Stock"), ”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Series W Preferred Stock to be cancelled in accordance with Section 2.1(a1.7(d), ) shall thereupon be converted automatically into and shall thereafter represent the right to receive receive, subject to the other provisions of this Article I, one validly issuedshare (the “Series W Preferred Consideration”) of Parent Preferred Stock to be designated, fully paid and nonassessable share of 8.08% prior to the Closing Date, as Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series JB, of stated liquidation amount $1,000 per share (the “Parent ("Parent 8.08% Series B Preferred Stock"). Each share ”) and otherwise having rights, preferences, privileges and voting powers such that the rights, preferences, privileges and voting powers of Parent 8.08% the Company Series W Preferred Stock shall have terms that are substantially identical not adversely affected by such conversion and having rights, preferences, privileges and voting powers, and limitations and restrictions that, taken as a whole, are not materially less favorable than the rights, preferences, privileges and voting powers, and limitations and restrictions of the Company Series W Preferred Stock immediately prior to Company 8.08% Preferred Stocksuch conversion, taken as a whole; provided that (A) as a result the voting powers of the Merger the issuer thereof shall be Parent rather than the Company and (B) each share of Parent 8.08% Series B Preferred Stock shall be entitled to three votes per share, substantially the same as the voting together as a class with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to vote), on all matters submitted to a vote of stockholders of Parent, and shall be entitled to one vote per share on all matters on which the Company 8.08% Preferred Stock is entitled to vote, voting together as a class with any other shares of preferred stock of Parent at the time entitled to vote. (iii) Each issued and outstanding share of 8.40% Cumulative Preferred Stock, Series E, powers of the Company ("Company 8.40% Series W Preferred Stock," and together with Company Series A Convertible Preferred Stock and Company 8.08% Preferred Stock, "Company Preferred Stock"), other than shares to be cancelled in accordance with Section 2.1(a), shall be converted into the right to receive one validly issued, fully paid and nonassessable share of 8.40% Cumulative Preferred Stock, Series K, of Parent ("Parent 8.40% Preferred Stock," and together with Parent Convertible Preferred Stock and Parent 8.08% Preferred Stock, "Parent New Preferred Stock"). Each share of Parent 8.40% Preferred Stock shall have terms that are substantially identical to Company 8.40% Preferred Stock, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company and (B) each share of Parent 8.40% Preferred Stock shall be entitled to three votes per share, voting together as a class with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to vote), on all matters submitted to a vote of stockholders of Parent, and shall be entitled to one vote per share on all matters on which the Company 8.40% Preferred Stock is entitled to vote, voting together as a class with any other shares of preferred stock of Parent at the time entitled to vote.

Conversion of Company Preferred Stock. (iExcept for any shares of Company Preferred Stock owned as set forth in Section 2.6(b) Each and except for shares of Company Preferred Stock for which the holder has demanded and perfected such holder’s right to an appraisal in accordance with the DGCL and has not effectively withdrawn or lost such right to appraisal, the shares of Company Preferred Stock for each holder of record thereof that are issued and outstanding share of Series A Cumulative Convertible Preferred Stock of immediately before the Company ("Company Series A Convertible Preferred Stock), other than shares to be cancelled in accordance with Section 2.1(a), together with the Rights attached thereto, Effective Time shall be converted into the right to receive one validly issuedreceive, fully paid and nonassessable share of Series I Cumulative Convertible Preferred Stock of Parent ("Parent Convertible Preferred Stock"). Each share of Parent Convertible Preferred Stock shall have terms that are substantially identical subject to the terms of Company Series A Convertible Preferred Stockthis Agreement, provided that (Ai) as a result an amount in cash equal to such holder’s Pre-Preference-Satisfaction Pro Rata Share of the Net Estimated Merger Consideration, plus (ii) until the issuer thereof shall point of Preference Satisfaction, an amount in cash equal to such holder’s Pre-Preference-Satisfaction Pro Rata Share of the Additional Merger Consideration (if any), plus (iii) after the point of Preference Satisfaction, an amount in cash equal to such holder’s Post-Preference-Satisfaction Pro Rata Share of the Additional Merger Consideration (if any), in each case without interest and net of any Taxes required to be Parent rather than the Company, (B) the number of shares of Parent Common Stock into which each share of Parent Convertible Preferred Stock shall be convertible (at the same times and subject to the same terms and conditions under which Company Series A Convertible Preferred Stock is convertible into withheld therefrom. All such shares of Company Common Stock immediately prior to the Effective Time) shall equal 26.31579 (which number shall be subject to adjustment under the same circumstances, in the same manner and to the same extent as set forth in the existing Certificate of Designation relating to the Company Series A Convertible Preferred Stock) times the Exchange Ratio and (C) each share of Parent Convertible Preferred Stock, when voting together with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to vote) as a single classso converted, shall no longer be entitled outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a number of votes equal to Certificate, if any, or any equivalent book-entry that immediately before the number of shares of Parent Common Stock into which one share of Parent Convertible Preferred Stock will be convertible immediately following the Merger. (ii) Each issued and Effective Time represented any such outstanding share of 8.08% Cumulative Company Preferred StockStock shall cease to have any rights with respect thereto, Series D, of the Company ("Company 8.08% Preferred Stock"), other than shares to be cancelled in accordance with Section 2.1(a), shall be converted into except the right to receive one validly issuedthe number and type of Spinout Stock distributed to them in the Taxable Spinout, fully paid and nonassessable share of 8.08% Cumulative Preferred Stock, Series J, of Parent ("Parent 8.08% Preferred Stock"). Each share of Parent 8.08% Preferred Stock shall have terms that are substantially identical to Company 8.08% Preferred Stock, provided that (A) as a result such holder’s Pre-Preference-Satisfaction Pro Rata Share of the Net Estimated Merger Consideration, plus until the issuer thereof shall be Parent rather than point of Preference Satisfaction, such holder’s Pre-Preference-Satisfaction Pro Rata Share of the Company and Additional Merger Consideration (B) each share of Parent 8.08% Preferred Stock shall be entitled to three votes per share, voting together as a class with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to voteif any), on all matters submitted to a vote plus after the point of stockholders of ParentPreference Satisfaction, and shall be entitled to one vote per share on all matters on which the Company 8.08% Preferred Stock is entitled to vote, voting together as a class with any other shares of preferred stock of Parent at the time entitled to vote. (iii) Each issued and outstanding share of 8.40% Cumulative Preferred Stock, Series E, such holder’s Post-Preference-Satisfaction Pro Rata Share of the Company Additional Merger Consideration ("Company 8.40% Preferred Stock," and together with Company Series A Convertible Preferred Stock and Company 8.08% Preferred Stock, "Company Preferred Stock"if any), other than shares in each case without interest and net of any Taxes required to be cancelled in accordance with Section 2.1(a), shall be converted into the right to receive one validly issued, fully paid and nonassessable share of 8.40% Cumulative Preferred Stock, Series K, of Parent ("Parent 8.40% Preferred Stock," and together with Parent Convertible Preferred Stock and Parent 8.08% Preferred Stock, "Parent New Preferred Stock"). Each share of Parent 8.40% Preferred Stock shall have terms that are substantially identical to Company 8.40% Preferred Stock, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company and (B) each share of Parent 8.40% Preferred Stock shall be entitled to three votes per share, voting together as a class with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to vote), on all matters submitted to a vote of stockholders of Parent, and shall be entitled to one vote per share on all matters on which the Company 8.40% Preferred Stock is entitled to vote, voting together as a class with any other shares of preferred stock of Parent at the time entitled to votewithheld therefrom.

Conversion of Company Preferred Stock. (i) Each issued and outstanding share of Series A Cumulative Convertible Preferred Stock of the Company ("Company Series A Convertible Preferred Stock), other than shares to be cancelled in accordance with Section 2.1(a), together with the Rights attached thereto, shall be converted into the right to receive one validly issued, fully paid and nonassessable share of Series I Cumulative Convertible Preferred Stock of Parent ("Parent Convertible Preferred Stock"). Each share of Parent Convertible Preferred Stock shall have terms that are substantially identical to the terms of Company Company's Series A Convertible Preferred Stock, provided that Series B Convertible Preferred Stock, Series C-1 Convertible Preferred Stock, Series C-2 Convertible Preferred Stock, Series C-3 Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock and Series F Convertible Preferred Stock (collectively, the "Company Preferred Stock") issued and outstanding immediately prior to the Merger Effective Time (other than Merger Dissenting Shares) shall be converted into and represent the right to receive (subject to the provisions of Section 1.10) (A) as a result the number of shares of CMGI Common Stock determined by multiplying the CMGI Conversion Ratio by the number of shares of Company Common Stock into which each share of Company Preferred Stock is convertible immediately prior to the Merger the issuer thereof shall be Parent rather than the CompanyEffective Time, and (B) the number of shares of Parent Surviving Corporation Common Stock determined by multiplying the Preferred Ratio by the number of shares of Company Common Stock into which each share of Parent Convertible Preferred Stock shall be convertible (at the same times and subject to the same terms and conditions under which Company Series A Convertible Preferred Stock is convertible into immediately prior to the Merger Effective Time. (ii) The "Preferred Ratio" shall be equal to the remainder of subtracting (A) the quotient of (x) 88.083% of the number of shares of Company Common Stock outstanding immediately prior to the Merger Effective Time) shall equal 26.31579 Time (which number shall be subject to adjustment under assuming the same circumstances, in the same manner and to the same extent as set forth in the existing Certificate of Designation relating to the conversion into Company Series A Convertible Preferred Stock) times the Exchange Ratio and (C) each share of Parent Convertible Preferred Stock, when voting together with the Parent Common Stock of all outstanding Company Preferred Stock and the exercise of all Company Options and Warrants) (and any other shares of capital stock of Parent at the time entitled to vote"Total Outstanding Company Common Stock") as a single class, shall be entitled to a number of votes equal to divided by (y) the number of shares of Parent Company Common Stock into which one share would be issuable upon conversion of Parent Convertible all Company Preferred Stock will be convertible outstanding immediately following prior to the Merger. (ii) Each issued and outstanding share of 8.08% Cumulative Preferred Merger Effective Time into Company Common Stock, Series D, of the Company ("Company 8.08% Preferred Stock"), other than shares to be cancelled in accordance with Section 2.1(a), shall be converted into the right to receive one validly issued, fully paid and nonassessable share of 8.08% Cumulative Preferred Stock, Series J, of Parent ("Parent 8.08% Preferred Stock"). Each share of Parent 8.08% Preferred Stock shall have terms that are substantially identical to Company 8.08% Preferred Stock, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company and from (B) each share of Parent 8.08% Preferred Stock shall be entitled to three votes per share, voting together as a class with the Parent Common Stock one (and any other shares of capital stock of Parent at the time entitled to vote1), on all matters submitted to a vote of stockholders of Parent, and shall be entitled to one vote per share on all matters on which the Company 8.08% Preferred Stock is entitled to vote, voting together as a class with any other shares of preferred stock of Parent at the time entitled to vote. (iii) Each issued and The "CMGI Conversion Ratio" shall be the result obtained by dividing (A) the quotient of (i) $170,000,000 divided by (ii) the CMGI Lock-In Value (as defined below) by (B) the number of shares of Company Common Stock which would be issuable upon conversion of all Company Preferred Stock outstanding immediately prior to the Merger Effective Time into Company Common Stock. (iv) The "CMGI Lock-In Value" shall be determined as follows: (A) In the event that the average of the last reported sale prices per share of 8.40% Cumulative Preferred Stock, Series E, CMGI Common Stock on the Nasdaq National Market over the forty-five (45) consecutive trading days ending on the trading day that is two trading days prior to the Merger Effective Time (the "CMGI Final Value") is equal to or less than ninety percent (90%) of the Company average of the last reported sale prices per share of CMGI Common Stock on the Nasdaq National Market over the forty-five (45) consecutive trading days ending on the trading day that is two trading days prior to the date of this Agreement (the "Company 8.40% Preferred Stock," and together with Company Series A Convertible Preferred Stock and Company 8.08% Preferred Stock, "Company Preferred StockCMGI Initial Value"), other than shares to be cancelled in accordance with Section 2.1(a), then the CMGI Lock-In Value shall be converted into the right to receive one validly issued, fully paid and nonassessable share of 8.40% Cumulative Preferred Stock, Series K, of Parent ninety percent ("Parent 8.40% Preferred Stock," and together with Parent Convertible Preferred Stock and Parent 8.08% Preferred Stock, "Parent New Preferred Stock"). Each share of Parent 8.40% Preferred Stock shall have terms that are substantially identical to Company 8.40% Preferred Stock, provided that (A90%) as a result of the Merger the issuer thereof shall be Parent rather than the Company and CMGI Initial Value. (B) each share In the event that the CMGI Final Value is equal to or greater than one hundred ten percent (110%) of Parent 8.40% Preferred Stock the CMGI Initial Value, the CMGI Lock-In Value shall be entitled one hundred ten percent (110%) of the CMGI Initial Value. (C) In the event that the CMGI Final Value is greater than ninety percent (90%) and less than one hundred ten percent (110%) of the CMGI Initial Value, the CMGI Lock-In Value shall be the CMGI Final Value. (v) The CMGI Conversion Ratio shall be subject to three votes per shareequitable adjustment in the event of any stock split, voting together as a class with stock dividend, reverse stock split or similar event affecting the Parent CMGI Common Stock (between the beginning of such forty-five day period used to determine the CMGI Initial Value and any other shares of capital stock of Parent at the time entitled to vote), on all matters submitted to a vote of stockholders of Parent, and shall be entitled to one vote per share on all matters on which the Company 8.40% Preferred Stock is entitled to vote, voting together as a class with any other shares of preferred stock of Parent at the time entitled to voteMerger Effective Time.

Conversion of Company Preferred Stock. (i) Each issued and outstanding share of Series A Cumulative Convertible Preferred Stock convertible preferred stock, par value $0.01 per share, of the Company ("the “Company Series A Convertible Preferred Stock), ”) that has not been converted into Company Common Stock and that remains issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.1(a), together with the Rights attached thereto, shall Dissenting Shares) will be converted into the right to receive one validly issuedreceive, fully paid in cash and nonassessable without interest, an amount equal to the Merger Consideration per share of Series I Cumulative Convertible Company Common Stock on an “as converted basis” based on the Merger Consideration that would have been payable to a holder of Company Preferred Stock of Parent ("Parent Convertible Preferred Stock"). Each share of Parent Convertible Preferred Stock shall have terms that are substantially identical to the terms of Company Series A Convertible Preferred Stock, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company, (B) the number of shares of Parent Common Stock into which if such holder had converted each share of Parent Convertible Company Preferred Stock shall be convertible (at the same times and subject to the same terms and conditions under which Company Series A Convertible Preferred Stock is convertible into shares of Company Common Stock immediately prior to the Effective Time. For purposes of effecting the foregoing, each holder of Company Preferred Stock will receive after the Merger a notice of instruction and letter of transmittal to elect to either (i) shall equal 26.31579 surrender the certificate or certificates for the Company Preferred Stock to the Surviving Corporation in exchange for the payment of the Merger Consideration on an “as converted basis” as noted in the preceding sentence or (ii) retain the Company Preferred Stock in which number case it shall be subject deemed converted into Company Preferred Stock of the Surviving Corporation with only the right, at such time as the holder thereof so demands in writing and surrenders any certificates representing such shares of preferred stock, to adjustment under receive the same circumstancesMerger Consideration, in the same manner cash and without interest, an amount equal to the same extent Merger Consideration per share of Company Common Stock on an “as set forth in converted basis” based on the existing Certificate Merger Consideration that would have been payable to a holder of Designation relating to the Company Series A Convertible Preferred Stock) times the Exchange Ratio and (C) Stock if such holder had converted each share of Parent Convertible Company Preferred Stock, when voting together with the Parent Stock into Company Common Stock (and any other shares of capital stock of Parent at the time entitled to vote) as a single class, shall be entitled to a number of votes equal immediately prior to the number Effective Time. In the absence of shares of Parent Common Stock into which one share of Parent Convertible Preferred Stock will be convertible immediately following the Merger. (ii) Each issued and outstanding share of 8.08% Cumulative Preferred Stock, Series D, holder of the Company Preferred Stock notifying the Surviving Corporation of its instructions, alternative “("Company 8.08% Preferred Stock"ii), other than shares to be cancelled in accordance with Section 2.1(a), ” shall be converted into the right deemed to receive one validly issued, fully paid and nonassessable share of 8.08% Cumulative Preferred Stock, Series J, of Parent ("Parent 8.08% Preferred Stock"). Each share of Parent 8.08% Preferred Stock shall have terms that are substantially identical to Company 8.08% Preferred Stock, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company and (B) each share of Parent 8.08% Preferred Stock shall be entitled to three votes per share, voting together as a class with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to vote), on all matters submitted to a vote of stockholders of Parent, and shall be entitled to one vote per share on all matters on which the Company 8.08% Preferred Stock is entitled to vote, voting together as a class with any other shares of preferred stock of Parent at the time entitled to voteapply. (iii) Each issued and outstanding share of 8.40% Cumulative Preferred Stock, Series E, of the Company ("Company 8.40% Preferred Stock," and together with Company Series A Convertible Preferred Stock and Company 8.08% Preferred Stock, "Company Preferred Stock"), other than shares to be cancelled in accordance with Section 2.1(a), shall be converted into the right to receive one validly issued, fully paid and nonassessable share of 8.40% Cumulative Preferred Stock, Series K, of Parent ("Parent 8.40% Preferred Stock," and together with Parent Convertible Preferred Stock and Parent 8.08% Preferred Stock, "Parent New Preferred Stock"). Each share of Parent 8.40% Preferred Stock shall have terms that are substantially identical to Company 8.40% Preferred Stock, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company and (B) each share of Parent 8.40% Preferred Stock shall be entitled to three votes per share, voting together as a class with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to vote), on all matters submitted to a vote of stockholders of Parent, and shall be entitled to one vote per share on all matters on which the Company 8.40% Preferred Stock is entitled to vote, voting together as a class with any other shares of preferred stock of Parent at the time entitled to vote.

Conversion of Company Preferred Stock. (i) Each Company Series A Preferred Share issued and outstanding share of Series A Cumulative Convertible Preferred Stock of immediately prior to the Company ("Company Series A Convertible Preferred Stock), other than shares to Merger Effective Time will be cancelled in accordance with Section 2.1(a), together with the Rights attached thereto, shall be automatically converted into the right to receive one validly issued, fully paid and nonassessable share of Series I Cumulative Convertible Preferred Stock non-assessable shares of Parent common stock ​ ​ ​ ("Parent Convertible the “Series A Preferred Stock"Merger Consideration”), without interest, subject to any applicable withholding Tax. Each share of Parent Convertible Preferred Stock shall have terms that are substantially identical to the terms of All Company Series A Convertible Preferred StockShares, provided that when so converted, will no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and each holder of a certificate (Aa “Series A Preferred Certificate”) as a result or book-entry share registered in the transfer books of the Merger the issuer thereof shall be Parent rather than the Company, Company (B) the number of shares of Parent Common Stock into which each share of Parent Convertible Preferred Stock shall be convertible (at the same times and subject to the same terms and conditions under which Company a “Series A Convertible Preferred Stock is convertible into shares of Company Common Stock Book-Entry Share”) that immediately prior to the Company Merger Effective Time) shall equal 26.31579 (which number shall be subject to adjustment under the same circumstances, in the same manner and to the same extent as set forth in the existing Certificate of Designation relating to the Time represented Company Series A Convertible Preferred Stock) times Shares will cease to have any rights with respect to such Company Series A Preferred Shares other than the Exchange Ratio and (C) each share of Parent Convertible right to receive the Series A Preferred Stock, when voting together Merger Consideration in accordance with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to vote) as a single class, shall be entitled to a number of votes equal to the number of shares of Parent Common Stock into which one share of Parent Convertible Preferred Stock will be convertible immediately following the MergerSection 3.4. (ii) Each Company Series B Preferred Share issued and outstanding share of 8.08% Cumulative Preferred Stock, Series D, of immediately prior to the Company ("Company 8.08% Preferred Stock"), other than shares to Merger Effective Time will be cancelled in accordance with Section 2.1(a), shall be automatically converted into the right to receive one validly issued, fully paid and nonassessable share of 8.08% Cumulative the Series B Liquidation Value (the “Series B Preferred Stock, Series J, of Parent ("Parent 8.08% Preferred Stock"). Each share of Parent 8.08% Preferred Stock shall have terms that are substantially identical to Company 8.08% Preferred Stock, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company and (B) each share of Parent 8.08% Preferred Stock shall be entitled to three votes per share, voting together as a class with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to voteConsideration”), on all matters submitted without interest, subject to a vote of stockholders of Parentany applicable withholding Tax. All Company Series B Preferred Shares, when so converted, will no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and shall be entitled to one vote per each holder of a certificate (a “Series B Preferred Certificate”) or book-entry share on all matters on which registered in the Company 8.08% Preferred Stock is entitled to vote, voting together as a class with any other shares of preferred stock of Parent at the time entitled to vote. (iii) Each issued and outstanding share of 8.40% Cumulative Preferred Stock, Series E, transfer books of the Company ("a “Series B Preferred Book-Entry Share”) that immediately prior to the Company 8.40% Preferred Stock," and together with Merger Effective Time represented Company Series A Convertible B Preferred Stock and Shares will cease to have any rights with respect to such Company 8.08% Series B Preferred Stock, "Company Preferred Stock"), Shares other than shares the right to be cancelled receive the Series B Preferred Merger Consideration in accordance with Section 2.1(a), shall be converted into the right to receive one validly issued, fully paid and nonassessable share of 8.40% Cumulative Preferred Stock, Series K, of Parent ("Parent 8.40% Preferred Stock," and together with Parent Convertible Preferred Stock and Parent 8.08% Preferred Stock, "Parent New Preferred Stock"). Each share of Parent 8.40% Preferred Stock shall have terms that are substantially identical to Company 8.40% Preferred Stock, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company and (B) each share of Parent 8.40% Preferred Stock shall be entitled to three votes per share, voting together as a class with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to vote), on all matters submitted to a vote of stockholders of Parent, and shall be entitled to one vote per share on all matters on which the Company 8.40% Preferred Stock is entitled to vote, voting together as a class with any other shares of preferred stock of Parent at the time entitled to vote3.4.

Conversion of Company Preferred Stock. (i) Each issued and outstanding share of Series Class A Preferred Stock of the Company, no par value ("CLASS A PREFERRED STOCK"), other than the $3.625 Cumulative Convertible Preferred Stock of the Company (the "Company Series $3.625 PREFERRED STOCK"), and each share of Class B Preferred Stock of the Company, par value $1.00 per share ("CLASS B PREFERRED STOCK" and collectively with the Class A Convertible Preferred Stock), the "COMPANY PREFERRED Stock") issued and outstanding immediately prior to the Effective Time (other than shares of Company Preferred Stock held by the Company, Parent or the Operating Company) shall be converted into and be exchangeable for the right to be cancelled receive, at the election of the holder of such share made in accordance with Section 2.1(a2.4(b), together with the Rights attached thereto, shall be converted into the right to receive one validly issued, fully paid and nonassessable share of Series I Cumulative Convertible Preferred Stock of Parent ("Parent Convertible Preferred Stock"). Each share of Parent Convertible Preferred Stock shall have terms that are substantially identical x) cash in an amount equal to the terms redemption price of such class or series of the Company Series A Convertible Preferred Stock, provided that (A) as a result if such share of Company Preferred Stock were redeemed by the Company immediately prior to the Effective Time in accordance with the Amended Articles of Incorporation of the Merger Company (plus an amount equal to the issuer thereof shall be Parent rather than dividends that would have accrued on such Company Preferred Stock from the Company, Effective Time through the Final Conversion Date (Bas hereinafter defined)) or (y) the number of shares of Parent Common Stock into which each share of Parent Convertible such holder would have been entitled to receive pursuant to Section 2.1(c) if such holder had converted such Company Preferred Stock shall be convertible (at the same times and subject to the same terms and conditions under which Company Series A Convertible Preferred Stock is convertible into shares of Company Common Stock immediately prior to the Effective Time) shall equal 26.31579 (which number shall be subject to adjustment under Time in accordance with the same circumstancesAmended Articles of Incorporation of the Company, plus a cash payment in the same manner amount of any accrued and unpaid dividend which such holder would have been entitled to receive upon the same extent as set forth conversion of such shares of Company Preferred Stock in accordance with the existing Certificate Amended Articles of Designation relating to Incorporation of the Company Series A Convertible Preferred Stock) times if the Exchange Ratio and (C) each share date of Parent Convertible Preferred Stock, when voting together with the Parent Common Stock (and any other shares conversion was the date of capital stock of Parent at the time entitled holder's election to vote) as a single class, shall be entitled to a number of votes equal to the number of take shares of Parent Common Stock into which one under this clause (y); provided, that if such holder fails to make such election in accordance with Section 2.4(b) within 30 days following the mailing by the Surviving Corporation of a notice to each such holder that the Effective Time has occurred (such 30th day following such mailing being referred to herein as the "FINAL CONVERSION DATE"), each such share of Parent Convertible Company Preferred Stock will held by such holder shall be convertible immediately following converted into and be exchangeable for the Mergerright to receive cash in accordance with clause (x) of this Section 2.1(d)(i). (ii) Each Subject to the provisions of Section 2.1(e), each share of $3.625 Preferred Stock issued and outstanding share of 8.08% Cumulative Preferred Stock, Series D, of immediately prior to the Company Effective Time ("Company 8.08% Preferred Stock"), other than shares to be cancelled in accordance with Section 2.1(a)of $3.625 Preferred Stock held by the Company, Parent or the Operating Company) shall be converted into and be exchangeable for the right to receive one validly issued, fully paid and nonassessable share of 8.08% Parent Preferred Stock (as defined in Section 4.2(a)), designated as Parent's $3.625 Cumulative Convertible Preferred Stock ("PARENT $3.625 PREFERRED STOCK"), which stock shall have the same rights, preferences, privileges, qualifications, limitations and restrictions as the $3.625 Preferred Stock, Series Jexcept that, subject to the provisions of Parent paragraph 8 of Subdivision E of Section 2 of Article Fourth of the Amended Articles of Incorporation of the Company (the "Parent 8.08% Preferred StockCHANGE OF CONTROL PROVISIONS"). Each share of Parent 8.08% , the rate at which the $3.625 Preferred Stock shall have terms that are substantially identical to Company 8.08% Preferred Stock, provided that (A) as a result of the Merger Company is convertible into Company Common Stock immediately prior to the issuer thereof Effective Time shall be multiplied by the Exchange Ratio to determine the initial rate at which Parent rather than the Company and (B) each share of Parent 8.08% $3.625 Preferred Stock shall be entitled to three votes per share, voting together as a class with the convertible into Parent Common Stock (and any other following the Effective Time. The cash to be delivered pursuant to Section 2.1(d)(i) and, if applicable, Section 2.1(e)(ii), the shares of capital stock Parent $3.625 Preferred Stock to be issued pursuant to Section 2.1(d)(ii) and, if applicable, the shares of Parent at the time entitled Common Stock to votebe issued pursuant to Section 2.1(d)(i) or 2.1(e)(ii), on all matters submitted to a vote of stockholders of Parent, and shall be entitled to one vote per share on all matters on which the Company 8.08% Preferred Stock is entitled to vote, voting together as a class with any other shares cash in lieu of preferred stock of Parent at the time entitled to vote. (iii) Each issued and outstanding share of 8.40% Cumulative Preferred Stock, Series E, of the Company ("Company 8.40% Preferred Stock," and together with Company Series A Convertible Preferred Stock and Company 8.08% Preferred Stock, "Company Preferred Stock"), other than fractional shares to be cancelled paid in accordance with Section 2.1(a), shall be converted into the right to receive one validly issued, fully paid and nonassessable share respect of 8.40% Cumulative Preferred Stock, Series K, of Parent ("Parent 8.40% Preferred Stock," and together with Parent Convertible Preferred Stock and Parent 8.08% Preferred Stock, "Parent New Preferred Stock"). Each share of Parent 8.40% Preferred Stock shall have terms that are substantially identical to Company 8.40% Preferred Stock, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company and (B) each share of Parent 8.40% Preferred Stock shall be entitled to three votes per share, voting together as a class with the such Parent Common Stock (and any other shares of capital stock of Parent at pursuant to Section 2.7, is referred to herein as the time entitled "PREFERRED MERGER CONSIDERATION" and, together with the Common Merger Consideration, is referred to vote), on all matters submitted to a vote of stockholders of Parent, and shall be entitled to one vote per share on all matters on which as the Company 8.40% Preferred Stock is entitled to vote, voting together as a class with any other shares of preferred stock of Parent at the time entitled to vote"MERGER CONSIDERATION".

Conversion of Company Preferred Stock. (i) Each issued and outstanding share of Series A Cumulative A-1 Convertible Preferred Stock (“Series A-1 Preferred”) of the Company ("Company Company, $.001 par value per share and each share of Series A A-2 Convertible Preferred Stock (“Series A-2 Preferred”) of the Company, $.001 par value per share (together with the Series A-1 Convertible Preferred, the “Company Preferred Stock), other than shares to be cancelled in accordance with Section 2.1(a)” and, together with the Rights attached theretoCompany Common Stock, shall be converted into “Company Shares”) that was issued in May 2002 (the right “2002 Preferred”), issued and outstanding immediately prior to receive one validly issuedthe Effective Time (other than any Excluded Shares, fully paid and nonassessable share any shares of Series I Cumulative Convertible Company Preferred Stock of Parent ("Parent Convertible Preferred Stock"). Each share of Parent Convertible Preferred Stock shall have terms that are substantially identical to the terms of Company Series A Convertible Preferred Stock, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company, (B) the number of shares of Parent Common Stock into which each share of Parent Convertible Preferred Stock shall be convertible (at the same times and subject to the same terms and conditions under which Company Series A Convertible Preferred Stock is convertible converted into shares of Company Common Stock immediately prior to the Effective Time) shall equal 26.31579 (which number shall be subject to adjustment under the same circumstances, in the same manner and to the same extent as set forth in the existing Certificate of Designation relating to the Company Series A Convertible Preferred Stock) times the Exchange Ratio and (C) each share of Parent Convertible Preferred Stock, when voting together with the Parent Common Stock (Time and any other shares of capital stock of Parent at the time entitled to vote) as a single class, shall be entitled to a number of votes equal to the number of shares of Parent Common Stock into which one share of Parent Convertible Preferred Stock will be convertible immediately following the Merger. (ii) Each issued and outstanding share of 8.08% Cumulative Preferred Stock, Series D, of the Company ("Company 8.08% Preferred Stock"), other than shares to be cancelled in accordance with Section 2.1(aDissenting Shares), shall be converted into the right to receive one validly issuedreceive, fully paid and nonassessable upon surrender of the Certificate representing such share of 8.08% Cumulative Company Preferred StockStock in accordance with the terms of Section 2.4 hereof, Series Jand subject to the conditions set forth in this Agreement, including, without limitation, the indemnification and escrow provisions set forth in ARTICLE IX hereof and in the Escrow Agreement, the following consideration (the “2002 Preferred Merger Consideration”). (A) that number of shares of Parent Common as is equal to the 2002 Preferred Stock Exchange Ratio ("as defined in Section 2.1(d) below); (B) that number of shares of Parent 8.08% Common as is equal to the Common Stock Exchange Ratio (as defined in Section 2.1(d) below); (C) cash equal to the 2002 Preferred Stock"Cash Exchange Ratio (as defined in Section 2.1(d) below). ; (D) cash equal to the Common Cash Exchange Ratio (as defined in Section 2.1(d) below); and (E) if and only if the Two Year Parent Trading Price is less than $3.00, cash equal to the Additional Cash Exchange Amount (as defined in Section 2.1(d) below), if any, within ten (10) Business Days following the two (2) year anniversary of the Closing Date. (ii) Each share of Parent 8.08% Series A-1 Preferred Stock shall have terms and Series A-2 Preferred that are substantially identical to Company 8.08% Preferred Stockwas issued in January 2003, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company and (B) each share of Parent 8.08% Preferred Stock shall be entitled to three votes per share, voting together as a class with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to vote), on all matters submitted to a vote of stockholders of Parent, and shall be entitled to one vote per share on all matters on which the Company 8.08% Preferred Stock is entitled to vote, voting together as a class with any other shares of preferred stock of Parent at the time entitled to vote. (iii) Each issued and outstanding share immediately prior to the Effective Time (other than any Excluded Shares, any shares of 8.40% Cumulative Preferred Stock, Series E, of the Company ("Company 8.40% Preferred Stock," and together with Company Series A Convertible Preferred Stock that are converted into shares of Company Common Stock immediately prior to the Effective Time and Company 8.08% Preferred Stock, "Company Preferred Stock"), other than shares to be cancelled in accordance with Section 2.1(aany Dissenting Shares), shall be converted into the right to receive one validly issuedreceive, fully paid and nonassessable upon surrender of the Certificate representing such share of 8.40% Cumulative Company Preferred StockStock in accordance with the terms of Section 2.4 hereof, Series Kand subject to the conditions set forth in this Agreement, including, without limitation, the indemnification and escrow provisions set forth in ARTICLE IX hereof and in the Escrow Agreement, the following consideration (the “January 2003 Preferred Merger Consideration”). (A) that number of shares of Parent ("Parent 8.40% Preferred Stock," and together with Parent Convertible Common as is equal to the January 2003 Preferred Stock Exchange Ratio (as defined in Section 2.1(d) below); (B) that number of shares of Parent Common as is equal to the Common Stock Exchange Ratio (as defined in Section 2.1(d) below); (C) cash equal to the January 2003 Preferred Cash Exchange Ratio (as defined in Section 2.1(d) below); (D) cash equal to the Common Cash Exchange Ratio (as defined in Section 2.1(d) below); and (E) if and only if the Two Year Parent 8.08% Preferred StockTrading Price is less than $3.00, "Parent New Preferred Stock"cash equal to the Additional Cash Exchange Amount (as defined in Section 2.1(d) below). , if any, within ten (10) Business Days following the two (2) year anniversary of the Closing Date. (iii) Each share of Parent 8.40% Series A-1 Preferred and Series A-2 Preferred that was issued in February 2003, issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares, any shares of Company Preferred Stock shall have terms that are substantially identical converted into shares of Company Common Stock immediately prior to the Effective Time and any Dissenting Shares), shall be converted into the right to receive, upon surrender of the Certificate representing such share of Company 8.40% Preferred StockStock in accordance with the terms of Section 2.4 hereof, provided that and subject to the conditions set forth in this Agreement, including, without limitation, the indemnification and escrow provisions set forth in ARTICLE IX hereof and in the Escrow Agreement, the following consideration (the “February 2003 Preferred Merger Consideration” and, together with the 2002 Preferred Merger Consideration, the January 2003 Preferred Merger Consideration and the Common Merger Consideration, the “Merger Consideration”). (A) that number of shares of Parent Common as a result of is equal to the Merger the issuer thereof shall be Parent rather than the Company and February 2003 Preferred Stock Exchange Ratio (as defined in Section 2.1(d) below); (B) each share that number of shares of Parent 8.40% Preferred Stock shall be entitled Common as is equal to three votes per share, voting together as a class with the Parent Common Stock Exchange Ratio (as defined in Section 2.1(d) below); (C) cash equal to the February 2003 Preferred Cash Exchange Ratio (as defined in Section 2.1(d) below); (D) cash equal to the Common Cash Exchange Ratio (as defined in Section 2.1(d) below); and (E) if and any other shares of capital stock of only if the Two Year Parent at Trading Price is less than $3.00, cash equal to the time entitled to voteAdditional Cash Exchange Amount (as defined in Section 2.1(d) below), on all matters submitted to a vote if any, within ten (10) Business Days following the two (2) year anniversary of stockholders of Parent, and shall be entitled to one vote per share on all matters on which the Company 8.40% Preferred Stock is entitled to vote, voting together as a class with any other shares of preferred stock of Parent at the time entitled to voteClosing Date.