Common use of Conversion of Company Securities Clause in Contracts

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of shares of Company Common Stock: (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.3(a)(ii), other than any shares of Company Common Stock which remain outstanding pursuant to Section 2.3(a)(iii), if any, and other than Dissenting Shares, if any) will be converted into and represent the right to receive, and will be exchangeable for, a fraction of a validly issued, fully paid and nonassessable share of Parent Series A Stock equal to the Exchange Ratio. At the Effective Time, all such shares of Company Common Stock will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and each holder of a certificate representing any such shares will cease to have any rights with respect thereto, except the right to receive the shares of Parent Series A Stock to be issued pursuant to this Section 2.3(a)(i) (and any dividends or other distributions and any cash in lieu of a fractional share payable pursuant to Sections 2.4(f) and 2.4(g)) with respect thereto upon the surrender of such certificate in accordance with Section 2.4, without interest. (ii) Each share of Company Common Stock (not including any common stock of the Surviving Corporation that is issued under Section 2.3(b)) that immediately prior to the Effective Time is (x) owned of record by Parent, Merger Sub or any Wholly-Owned Subsidiary of Parent or (y) held in the treasury of the Company or held by any Wholly-Owned Subsidiary of the Company will automatically be canceled, retired and cease to exist without payment of any consideration thereof and without any conversion thereof into Parent Series A Stock. (iii) Each share of Company Common Stock that immediately prior to the Effective Time is owned of record by LSAT or any Wholly-Owned Subsidiary of LSAT, if any, will by virtue of the Merger, and without any further act on the part of any holder thereof, remain as an issued and outstanding share of common stock of the Surviving Corporation. (iv) Each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger, and without any further act on the part of any holder thereof, remain as an issued and outstanding share of preferred stock of the Surviving Corporation that will have the powers, designations, preferences and relative, participating, optional or other rights, if any, and the qualifications limitations and restrictions thereof, as are set forth in the certificate of designations for such Company Preferred Stock immediately prior to the Effective Time, except (x) for the revision and amendment to the Company Series A Preferred Stock and the Company Series D Preferred Stock contemplated by Section 2.1(c), (y) for any shares of Company Preferred Stock that constitute Dissenting Shares, which shall be issued and outstanding only for the purposes described in Section 2.7, and (z) that from and after the Effective Time, each share of the Company Series A Preferred Stock, other than Dissenting Shares, by virtue of the Merger, and without any further action on the part of any holder thereof, will not be convertible for shares of Company Common Stock as provided in the Certificate of Designations for the Company Series A Preferred Stock, but will be convertible into that number of shares of Parent Series A Stock determined by multiplying the number of shares of Company Common Stock issuable upon exchange of such share of Series A Preferred Stock at the Effective Time by the Exchange Ratio (rounded up to the nearest whole number of shares, with no cash being payable for such fractional share).

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, Liberty Media, the Company or the holders of shares any of Company Common Stocktheir securities: (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares of Company Common Stock to be canceled pursuant to Section 2.3(a)(ii), other than any shares of Company Common Stock which remain outstanding pursuant to in accordance with Section 2.3(a)(iii) and subject to Sections 2.4(f) and 2.4(j), if any, and other than Dissenting Shares, if any) will shall be converted into and represent the right to receive, and shall be exchangeable for (i) 0.104 of a share (the "Stock Exchange Ratio") of Class A Liberty Media Group Stock (the "Stock Consideration") and (ii) $2.75 in cash (the "Cash Consideration"). (ii) All shares of Class A Liberty Media Group Stock issued pursuant to this Section 2.3(a) will be exchangeable for, a fraction of a validly issued, fully paid and nonassessable share of Parent Series A Stock equal to the Exchange Rationon-assessable. At the Effective Time, all such All shares of Company Common Stock will outstanding immediately prior to the Effective Time shall no longer be outstanding and will shall automatically be canceled and retired and will cease retired, and, subject to existSection 2.4(j), and each holder of a certificate representing any such shares will shall cease to have any rights with respect thereto, except the right to receive the shares of Parent Series A Stock to be issued Merger Consideration pursuant to this Section 2.3(a)(i) (and any dividends or other distributions and 2.3(a), including any cash in lieu of a fractional share payable pursuant to Sections Section 2.4(f) (and any dividends or other distributions payable pursuant to Section 2.4(g)) ), with respect thereto upon the surrender of such certificate in accordance with Section 2.4, without interest. (ii) Each share of Company Common Stock (not including any common stock of the Surviving Corporation that is issued under Section 2.3(b)) that immediately prior to the Effective Time is (x) owned of record by Parent, Merger Sub or any Wholly-Owned Subsidiary of Parent or (y) held in the treasury of the Company or held by any Wholly-Owned Subsidiary of the Company will automatically be canceled, retired and cease to exist without payment of any consideration thereof and without any conversion thereof into Parent Series A Stock. (iii) Each share of Company Common Stock that immediately prior to the Effective Time is owned held by the Company as a treasury share shall be canceled and retired without payment of record by LSAT or any Wholly-Owned Subsidiary of LSAT, if any, will by virtue of the Merger, consideration therefor and without any further act on conversion thereof into the part of any holder thereof, remain as an issued and outstanding share of common stock of the Surviving CorporationMerger Consideration. (iv) Each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger, and without any further act on the part of any holder thereof, remain as an issued and outstanding share of preferred stock of the Surviving Corporation that will have the powers, designations, preferences and relative, participating, optional or other rights, if any, and the qualifications limitations and restrictions thereof, as are set forth in the certificate of designations for such Company Preferred Stock immediately prior to the Effective Time, except (x) for the revision and amendment to the Company Series A Preferred Stock and the Company Series D Preferred Stock contemplated by Section 2.1(c), (y) for any shares of Company Preferred Stock that constitute Dissenting Shares, which shall be issued and outstanding only for the purposes described in Section 2.7, and (z) that from and after the Effective Time, each share of the Company Series A Preferred Stock, other than Dissenting Shares, by virtue of the Merger, and without any further action on the part of any holder thereof, will not be convertible for shares of Company Common Stock as provided in the Certificate of Designations for the Company Series A Preferred Stock, but will be convertible into that number of shares of Parent Series A Stock determined by multiplying the number of shares of Company Common Stock issuable upon exchange of such share of Series A Preferred Stock at the Effective Time by the Exchange Ratio (rounded up to the nearest whole number of shares, with no cash being payable for such fractional share).

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of shares of Company Common Stock: (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than excluding any shares of Company Common Stock to be canceled pursuant to Section 2.3(a)(ii2.1(a)(i)) shall be converted into the right to receive (A) $3.1784 per share in cash, other than any shares without interest (such amount of Company Common Stock which remain outstanding cash, as may be adjusted pursuant to Section 2.3(a)(iii2.1(a)(iv) or Section 6.19, the “Cash Consideration”) and (B) 0.4041 (such ratio, as may be adjusted pursuant to Section 2.1(a)(iv), if any, and other than Dissenting Shares, if anythe “Exchange Ratio”) will be converted into and represent the right to receive, and will be exchangeable for, a fraction of a validly issued, fully paid and nonassessable non-assessable share of Parent Series A common stock, par value $0.001 per share (the “Parent Common Stock”) (and, if applicable, cash in lieu of fractional shares of Parent Common Stock equal to payable in accordance with Section 2.1(a)(v) and such share of Parent Common Stock and any such cash in lieu of fractional shares, the Exchange Ratio“Share Consideration”) (the consideration payable in accordance with Section 2.1(a)(ii)(A), and Section 2.1(a)(ii)(B), collectively, the “Merger Consideration”). At the Effective Time, all such shares Each share of Company Common Stock will to be converted into the right to receive the Merger Consideration as provided in this Section 2.1(a)(ii) shall no longer be outstanding and will shall be automatically be canceled and retired and will shall cease to exist, and each holder the holders of a certificate representing any certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such shares will Company Common Stock, shall cease to have any rights with respect thereto, except to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.2, the Merger Consideration. The amount of cash each holder of Company Common Stock is entitled to receive the shares of Parent Series A Stock to be issued pursuant to this Section 2.3(a)(i2.1(a)(ii) (and any dividends or other distributions and any cash in lieu of a fractional share payable pursuant to Sections 2.4(f) and 2.4(g)) with respect thereto upon the surrender of such certificate in accordance with Section 2.4, without interest. (ii) Each share of Company Common Stock (not including any common stock of the Surviving Corporation that is issued under Section 2.3(b)) that immediately prior shall be rounded to the Effective Time is (x) owned of record by Parent, Merger Sub or any Wholly-Owned Subsidiary of Parent or (y) held in the treasury of the Company or held by any Wholly-Owned Subsidiary of the Company will automatically be canceled, retired and cease to exist without payment of any consideration thereof and without any conversion thereof into Parent Series A Stock. (iii) Each share of Company Common Stock that immediately prior to the Effective Time is owned of record by LSAT or any Wholly-Owned Subsidiary of LSAT, if any, will by virtue of the Mergernearest cent, and without any further act on the part of any holder thereof, remain as an issued and outstanding share of common stock of the Surviving Corporation. (iv) Each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger, and without any further act on the part of any holder thereof, remain as an issued and outstanding share of preferred stock of the Surviving Corporation that will have the powers, designations, preferences and relative, participating, optional or other rights, if any, and the qualifications limitations and restrictions thereof, as are set forth in the certificate of designations computed after aggregating all cash amounts for such Company Preferred Stock immediately prior to the Effective Time, except (x) for the revision and amendment to the Company Series A Preferred Stock and the Company Series D Preferred Stock contemplated by Section 2.1(c), (y) for any shares of Company Preferred Stock that constitute Dissenting Shares, which shall be issued and outstanding only for the purposes described in Section 2.7, and (z) that from and after the Effective Time, each share of the Company Series A Preferred Stock, other than Dissenting Shares, by virtue of the Merger, and without any further action on the part of any holder thereof, will not be convertible for all shares of Company Common Stock as provided in the Certificate of Designations for the Company Series A Preferred Stock, but will be convertible into that number of shares of Parent Series A Stock determined held by multiplying the number of shares of Company Common Stock issuable upon exchange of such share of Series A Preferred Stock at the Effective Time by the Exchange Ratio (rounded up to the nearest whole number of shares, with no cash being payable for such fractional share)holder.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of shares of Company Common Stock: (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 3.1(a) and, except as provided in Section 3.5, any shares of Company Common Stock the holder of which (i) has not voted in favor of approval of the Merger and adoption of the Plan of Merger, (ii) has demanded and perfected such holder’s right to dissent from the Merger and to be canceled pursuant to Section 2.3(a)(iipaid the fair value of such shares in accordance with Sections 302A.471 and 302A.473 of the MBCA and (iii) as of the Effective Time has not effectively withdrawn or lost such dissenter’s rights (the “Dissenting Shares”)), other than any shares of Company Common Stock which remain outstanding pursuant to Section 2.3(a)(iii), if any, and other than Dissenting Shares, if any) will shall be converted into and represent the right to receive, and will be exchangeable for, a fraction of a validly issued, fully paid and nonassessable share of Parent Series A Stock equal to the Exchange Ratio. At the Effective Time, all such shares of Company Common Stock will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and each holder of a certificate representing any such shares will cease to have any rights with respect thereto, except the right to receive $23.25 in cash (such sum, the shares of Parent Series A Stock to be issued pursuant to this Section 2.3(a)(i) (and any dividends or other distributions and any cash in lieu of a fractional share payable pursuant to Sections 2.4(f) and 2.4(g“Merger Consideration”)) with respect thereto upon the surrender of such certificate in accordance with Section 2.4, without interest. (ii) Each share . For purposes of Company this Agreement, “Total Common Stock (not including any common stock Merger Consideration” shall mean the product of the Surviving Corporation that is issued under Section 2.3(b)) that immediately prior to the Effective Time is (x) owned of record by Parent, Merger Sub or any Wholly-Owned Subsidiary of Parent or (y) held in the treasury of the Company or held by any Wholly-Owned Subsidiary of the Company will automatically be canceled, retired and cease to exist without payment of any consideration thereof and without any conversion thereof into Parent Series A Stock. (iii) Each share of Company Common Stock that immediately prior to the Effective Time is owned of record by LSAT or any Wholly-Owned Subsidiary of LSAT, if any, will by virtue of the Merger, and without any further act on the part of any holder thereof, remain as an issued and outstanding share of common stock of the Surviving Corporation. (iv) Each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger, and without any further act on the part of any holder thereof, remain as an issued and outstanding share of preferred stock of the Surviving Corporation that will have the powers, designations, preferences and relative, participating, optional or other rights, if any, and the qualifications limitations and restrictions thereof, as are set forth in the certificate of designations for such Company Preferred Stock immediately prior to the Effective Time, except (x) for the revision and amendment to the Company Series A Preferred Stock and the Company Series D Preferred Stock contemplated by Section 2.1(c), (y) for any shares of Company Preferred Stock that constitute Dissenting Shares, which shall be issued and outstanding only for the purposes described in Section 2.7, and (z) that from and after the Effective Time, each share of the Company Series A Preferred Stock, other than Dissenting Shares, by virtue of the Merger, and without any further action on the part of any holder thereof, will not be convertible for shares of Company Common Stock as provided in the Certificate of Designations for the Company Series A Preferred Stock, but will be convertible into that number of shares of Parent Series A Stock determined by multiplying the number of shares of Company Common Stock issuable issued and outstanding (other than shares canceled pursuant to Section 3.1(a), the Company Restricted Shares (which are addressed in Section 3.3) and, except as provided in Section 3.5, the Dissenting Shares) immediately prior to the Effective Time and (y) the Merger Consideration. Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in the first sentence of this Section 3.1(b) shall, by virtue of the Merger and without any action on the part of the holders thereof, be automatically canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon exchange surrender of such Certificates (or affidavits of loss in lieu thereof in accordance with Section 3.4) in accordance with Section 3.2, the Merger Consideration, without interest thereon, for each such share of Series A Preferred Company Common Stock at held by them. Pursuant to Section 3.2(c)(ii), holders of Book-Entry Shares shall have the Effective Time by right to receive, in accordance with Section 3.2, the Exchange Ratio (rounded up Merger Consideration without any requirement to the nearest whole number deliver Certificates or a letter of shares, with no cash being payable for such fractional share)transmittal.

Conversion of Company Securities. At the Effective Time, by virtue of -------------------------------- the Merger and without any action on the part of Parent, Merger Sub, Liberty Media, the Company or the holders of shares any of Company Common Stocktheir securities: (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares of Company Common Stock to be canceled pursuant to Section 2.3(a)(ii), other than any shares of Company Common Stock which remain outstanding pursuant to in accordance with Section 2.3(a)(iii) and subject to Sections 2.4(f) and 2.4(j), if any, and other than Dissenting Shares, if any) will shall be converted into and represent the right to receive, and shall be exchangeable for (i) 0.16129 of a share (the "Class A Liberty Media Group Stock Exchange Ratio") of Class A Liberty Media Group Stock (the "Stock Consideration") and (ii) $6.25 in cash (the "Cash Consideration"). (ii) All shares of Class A Liberty Media Group Stock issued pursuant to this Section 2.3(a) will be exchangeable for, a fraction of a validly issued, fully paid and nonassessable share of Parent Series A Stock equal to the Exchange Rationon-assessable. At the Effective Time, all such All shares of Company Common Stock will outstanding immediately prior to the Effective Time shall no longer be outstanding and will shall automatically be canceled and retired and will cease retired, and, subject to existSection 2.4(j), and each holder of a certificate representing any such shares will shall cease to have any rights with respect thereto, except the right to receive the shares of Parent Series A Stock to be issued Merger Consideration pursuant to this Section 2.3(a)(i) (and any dividends or other distributions and 2.3(a), including any cash in lieu of a fractional share payable pursuant to Sections Section 2.4(f) (and any dividends or other distributions payable pursuant to Section 2.4(g)) ), with respect thereto upon the surrender of such certificate in accordance with Section 2.4, without interest. (ii) Each share of Company Common Stock (not including any common stock of the Surviving Corporation that is issued under Section 2.3(b)) that immediately prior to the Effective Time is (x) owned of record by Parent, Merger Sub or any Wholly-Owned Subsidiary of Parent or (y) held in the treasury of the Company or held by any Wholly-Owned Subsidiary of the Company will automatically be canceled, retired and cease to exist without payment of any consideration thereof and without any conversion thereof into Parent Series A Stock. (iii) Each share of Company Common Stock that immediately prior to the Effective Time is owned held by the Company as a treasury share shall be canceled and retired without payment of record by LSAT or any Wholly-Owned Subsidiary of LSAT, if any, will by virtue of the Merger, consideration thereof and without any further act on conversion thereof into the part of any holder thereof, remain as an issued and outstanding share of common stock of the Surviving CorporationMerger Consideration. (iv) Each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger, and without any further act on the part of any holder thereof, remain as an issued and outstanding share of preferred stock of the Surviving Corporation that will have the powers, designations, preferences and relative, participating, optional or other rights, if any, and the qualifications limitations and restrictions thereof, as are set forth in the certificate of designations for such Company Preferred Stock immediately prior to the Effective Time, except (x) for the revision and amendment to the Company Series A Preferred Stock and the Company Series D Preferred Stock contemplated by Section 2.1(c), (y) for any shares of Company Preferred Stock that constitute Dissenting Shares, which shall be issued and outstanding only for the purposes described in Section 2.7, and (z) that from and after the Effective Time, each share of the Company Series A Preferred Stock, other than Dissenting Shares, by virtue of the Merger, and without any further action on the part of any holder thereof, will not be convertible for shares of Company Common Stock as provided in the Certificate of Designations for the Company Series A Preferred Stock, but will be convertible into that number of shares of Parent Series A Stock determined by multiplying the number of shares of Company Common Stock issuable upon exchange of such share of Series A Preferred Stock at the Effective Time by the Exchange Ratio (rounded up to the nearest whole number of shares, with no cash being payable for such fractional share).

Conversion of Company Securities. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders of shares of any Company Common StockShareholder: (i) Each any shares of Company Common Stock held by the Company or by any wholly owned Subsidiary of the Company immediately prior to the Effective Time shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any shares of Company Common Stock held by Parent, Merger Sub or any other wholly owned Subsidiary of Parent immediately prior to the Effective Time shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in clauses “(i)” and “(ii)” above and subject to Section 1.5(c), each share of Company Common Stock outstanding immediately prior to the Effective Time (including any shares of Company Common Stock issued upon exercise of Company Options or the vesting and settlement of Company RSUs before the Effective Time but excluding any Dissenting Shares) shall be converted into the right to receive Thirteen Dollars ($13.00) per share in cash, without interest (the “Per Share Merger Consideration”), shall be automatically cancelled and no longer outstanding, and each holder of a certificate (or evidence of shares in book-entry form) which immediately prior to the Effective Time represented any such share of Company Common Stock shall thereafter only represent the right to receive the Per Share Merger Consideration to be issued or paid in accordance herewith without interest; (iv) each Company Option that is outstanding and unexercised as of immediately prior to the Effective Time shall be treated as set forth in Section 5.3(a) of this Agreement; (v) each Company Stock-Based Award that is outstanding and unexercised as of immediately prior to the Effective Time shall be treated as set forth in Section 5.3(b) of this Agreement; and (vi) each share of the common stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.3(a)(ii), other than any shares of Company Common Stock which remain outstanding pursuant to Section 2.3(a)(iii), if any, and other than Dissenting Shares, if any) will shall be converted into and represent the right to receive, and will be exchangeable for, a fraction of a validly issued, fully paid and nonassessable share of Parent Series A Stock equal to the Exchange Ratio. At the Effective Time, all such shares of Company Common Stock will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and each holder of a certificate representing any such shares will cease to have any rights with respect thereto, except the right to receive the shares of Parent Series A Stock to be issued pursuant to this Section 2.3(a)(ione (1) (and any dividends or other distributions and any cash in lieu of a fractional share payable pursuant to Sections 2.4(f) and 2.4(g)) with respect thereto upon the surrender of such certificate in accordance with Section 2.4, without interest. (ii) Each share of Company Common Stock (not including any common stock of the Surviving Corporation that is issued under Section 2.3(b)) that immediately prior to the Effective Time is (x) owned of record by Parent, Merger Sub or any Wholly-Owned Subsidiary of Parent or (y) held in the treasury of the Company or held by any Wholly-Owned Subsidiary of the Company will automatically be canceled, retired and cease to exist without payment of any consideration thereof and without any conversion thereof into Parent Series A Stock. (iii) Each share of Company Common Stock that immediately prior to the Effective Time is owned of record by LSAT or any Wholly-Owned Subsidiary of LSAT, if any, will by virtue of the Merger, and without any further act on the part of any holder thereof, remain as an issued and outstanding share of common stock of the Surviving Corporation. (ivb) Each share During the period from the date of Company Preferred Stock issued and outstanding immediately prior to this Agreement through the Effective Time, will, by virtue of : (i) the Merger, and without any further act on the part of any holder thereof, remain as an issued and outstanding share of preferred stock of the Surviving Corporation that will have the powers, designations, preferences and relative, participating, optional or other rights, if any, and the qualifications limitations and restrictions thereof, as are set forth in the certificate of designations for such Company Preferred Stock immediately prior to the Effective Time, except (x) for the revision and amendment to the Company Series A Preferred Stock and the Company Series D Preferred Stock contemplated by Section 2.1(c), (y) for any shares of Company Preferred Common Stock that constitute Dissenting Sharesshall not be changed into a different number or class of shares by reason of any stock split, which division or subdivision of shares, stock dividend, reverse stock split, combination or consolidation of shares, reclassification, recapitalization or other similar transaction; and (ii) the Company shall not declare a stock dividend during such period, or a record date with respect to any such event during such period. In the event any of the foregoing transactions became permitted and occurred, the Per Share Merger Consideration shall be issued and outstanding only appropriately adjusted to reflect such change. (c) Notwithstanding anything in this Agreement to the contrary, any Dissenting Shares shall not be converted into the right to receive the Per Share Merger Consideration provided for the purposes described in Section 2.71.5(a)(iii), and but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to any such Dissenting Shares pursuant to the applicable provisions of the CGCL. Each holder of Dissenting Shares who, pursuant to the applicable provisions of the CGCL, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Chapter 13 of the CGCL (z) that from and but only after the value therefor has been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, each share of the Company Series A Preferred Stock, other than any Dissenting Shares shall lose their status as Dissenting Shares, by virtue of then any such shares shall immediately be converted into the Mergerright to receive the Per Share Merger Consideration as if such shares never had been Dissenting Shares, and without any further action on Parent shall issue and deliver to the part of any holder thereof, will at (or as promptly as reasonably practicable after) the satisfaction of the applicable conditions set forth in Section 1.7, the total amount of cash consideration to which such holder would be entitled in respect thereof under Section 1.5(a)(iii) as if such shares never had been Dissenting Shares (and all such cash shall be deemed for all purposes of this Agreement to have become deliverable to such holder pursuant to Section 1.5(a)(iii)). The Company shall give Parent (i) reasonably prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to the applicable provisions of the CGCL and received by the Company, and (ii) the right to participate in all negotiations and proceedings with respect to demands for appraisal under the applicable provisions of the CGCL. The Company shall not, except with the prior written consent of Parent (which consent shall not be convertible for shares unreasonably withheld, conditioned or delayed) or as otherwise required under the applicable provisions of Company Common Stock as provided the CGCL, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any claim or demand in the Certificate respect of Designations for the Company Series A Preferred Stock, but will be convertible into that number of shares of Parent Series A Stock determined by multiplying the number of shares of Company Common Stock issuable upon exchange of such share of Series A Preferred Stock at the Effective Time by the Exchange Ratio (rounded up to the nearest whole number of shares, with no cash being payable for such fractional share)any Dissenting Shares.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of ParentTCI, Merger Sub, the Company or the holders of shares of Company Common Stock: (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.3(a)(ii), other than any shares of Company Common Stock which remain outstanding pursuant to Section 2.3(a)(iii), if any, and other than Dissenting Shares, if any) will shall be converted into and represent the right to receive, and will shall be exchangeable for, a fraction .58 (the "Exchange Ratio") of a validly issued, fully paid and nonassessable share of Parent LMG Series A Stock Stock; provided, however, that if the product of .58 and the LMG Market Price on the Closing Date shall be less than $22.00 and TCI shall not theretofore have terminated this Agreement in accordance with Section 8.1(iii)(A), then the Exchange Ratio shall be increased to equal the quotient (rounded upwards, if necessary, to the Exchange Rationearest one one-thousandth) obtained by dividing $22.00 by such LMG Market Price. At the Effective Time, all such shares of Company Common Stock will shall no longer be outstanding and will shall automatically be canceled and retired and will shall cease to exist, and each holder of a certificate representing any such shares will shall cease to have any rights with respect thereto, except the right to receive the shares of Parent LMG Series A Stock to be issued pursuant to this Section 2.3(a)(i) (and any dividends or other distributions and any cash in lieu of a fractional share payable pursuant to Sections 2.4(f) and 2.4(g)) with respect thereto upon the surrender of such certificate in accordance with Section 2.4, without interest. (ii) Each share of Company Common Stock (not including any common stock of the Surviving Corporation that is issued under Section 2.3(b)) that immediately prior to the Effective Time is (xi) owned of record by Parent, Merger Sub TCI or any Wholly-Owned Subsidiary subsidiary of Parent TCI or (yii) held in the treasury of the Company or held by any Wholly-Owned Subsidiary of the Company will shall automatically be canceled, retired and cease to exist without payment of any consideration thereof and without any conversion thereof into Parent LMG Series A Stock. (iii) Each share of Company Common Stock that immediately prior to the Effective Time is owned of record by LSAT or any Wholly-Owned Subsidiary of LSAT, if any, will by virtue of the Merger, and without any further act on the part of any holder thereof, remain as an issued and outstanding share of common stock of the Surviving Corporation. (iv) Each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger, and without any further act on the part of any holder thereof, remain as an issued and outstanding share of preferred stock of the Surviving Corporation that will have the powers, designations, preferences and relative, participating, optional or other rights, if any, and the qualifications limitations and restrictions thereof, as are set forth in the certificate of designations for such Company Preferred Stock immediately prior to the Effective Time, except (x) for the revision and amendment to the Company Series A Preferred Stock and the Company Series D Preferred Stock contemplated by Section 2.1(c), (y) for any shares of Company Preferred Stock that constitute Dissenting Shares, which shall be issued and outstanding only for the purposes described in Section 2.7, and (z) that from and after the Effective Time, each share of the Company Series A Preferred Stock, other than Dissenting Shares, by virtue of the Merger, and without any further action on the part of any holder thereof, will not be convertible for shares of Company Common Stock as provided in the Certificate of Designations for the Company Series A Preferred Stock, but will be convertible into that number of shares of Parent Series A Stock determined by multiplying the number of shares of Company Common Stock issuable upon exchange of such share of Series A Preferred Stock at the Effective Time by the Exchange Ratio (rounded up to the nearest whole number of shares, with no cash being payable for such fractional share).

Conversion of Company Securities. At the Effective Time, by virtue -------------------------------- of the Merger and without any action on the part of Parent, Merger Sub, Liberty Media, the Company or the holders of shares any of Company Common Stocktheir securities: (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares of Company Common Stock to be canceled pursuant to Section 2.3(a)(ii), other than any shares of Company Common Stock which remain outstanding pursuant to in accordance with Section 2.3(a)(iii) and subject to Sections 2.4(f) and 2.4(j), if any, and other than Dissenting Shares, if any) will shall be converted into and represent the right to receive, and shall be exchangeable for (i) 0.16129 of a share (the "Class A Liberty Media Group Stock Exchange Ratio") of Class A Liberty Media Group Stock (the "Stock Consideration") and (ii) $6.25 in cash (the "Cash Consideration"). (ii) All shares of Class A Liberty Media Group Stock issued pursuant to this Section 2.3(a) will be exchangeable for, a fraction of a validly issued, fully paid and nonassessable share of Parent Series A Stock equal to the Exchange Rationon-assessable. At the Effective Time, all such All shares of Company Common Stock will outstanding immediately prior to the Effective Time shall no longer be outstanding and will shall automatically be canceled and retired and will cease retired, and, subject to existSection 2.4(j), and each holder of a certificate representing any such shares will shall cease to have any rights with respect thereto, except the right to receive the shares of Parent Series A Stock to be issued Merger Consideration pursuant to this Section 2.3(a)(i) (and any dividends or other distributions and 2.3(a), including any cash in lieu of a fractional share payable pursuant to Sections Section 2.4(f) (and any dividends or other distributions payable pursuant to Section 2.4(g)) ), with respect thereto upon the surrender of such certificate in accordance with Section 2.4, without interest. (ii) Each share of Company Common Stock (not including any common stock of the Surviving Corporation that is issued under Section 2.3(b)) that immediately prior to the Effective Time is (x) owned of record by Parent, Merger Sub or any Wholly-Owned Subsidiary of Parent or (y) held in the treasury of the Company or held by any Wholly-Owned Subsidiary of the Company will automatically be canceled, retired and cease to exist without payment of any consideration thereof and without any conversion thereof into Parent Series A Stock. (iii) Each share of Company Common Stock that immediately prior to the Effective Time is owned held by the Company as a treasury share shall be canceled and retired without payment of record by LSAT or any Wholly-Owned Subsidiary of LSAT, if any, will by virtue of the Merger, consideration thereof and without any further act on conversion thereof into the part of any holder thereof, remain as an issued and outstanding share of common stock of the Surviving CorporationMerger Consideration. (iv) Each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger, and without any further act on the part of any holder thereof, remain as an issued and outstanding share of preferred stock of the Surviving Corporation that will have the powers, designations, preferences and relative, participating, optional or other rights, if any, and the qualifications limitations and restrictions thereof, as are set forth in the certificate of designations for such Company Preferred Stock immediately prior to the Effective Time, except (x) for the revision and amendment to the Company Series A Preferred Stock and the Company Series D Preferred Stock contemplated by Section 2.1(c), (y) for any shares of Company Preferred Stock that constitute Dissenting Shares, which shall be issued and outstanding only for the purposes described in Section 2.7, and (z) that from and after the Effective Time, each share of the Company Series A Preferred Stock, other than Dissenting Shares, by virtue of the Merger, and without any further action on the part of any holder thereof, will not be convertible for shares of Company Common Stock as provided in the Certificate of Designations for the Company Series A Preferred Stock, but will be convertible into that number of shares of Parent Series A Stock determined by multiplying the number of shares of Company Common Stock issuable upon exchange of such share of Series A Preferred Stock at the Effective Time by the Exchange Ratio (rounded up to the nearest whole number of shares, with no cash being payable for such fractional share).

Conversion of Company Securities. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders of shares of any Company Common StockShareholder: (i) Each any shares of Company Common Stock held by the Company or by any wholly owned Subsidiary of the Company immediately prior to the Effective Time shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any shares of Company Common Stock held by Parent, Merger Sub or any other wholly owned Subsidiary of Parent immediately prior to the Effective Time shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in clauses “(i)” and “(ii)” above and subject to Section 1.5(c), each share of Company Common Stock outstanding immediately prior to the Effective Time (including any shares of Company Common Stock issued upon exercise of Company Options or the vesting and settlement of Company RSUs before the Effective Time but excluding any Dissenting Shares) shall be converted into the right to receive Eleven Dollars and Fifty Cents ($11.50) per share in cash, without interest (the “Per Share Merger Consideration”); (iv) each Company Option that is outstanding and unexercised as of immediately prior to the Effective Time shall be treated as set forth in Section 5.3(a) of this Agreement; (v) each Company Stock-Based Award that is outstanding and unexercised as of immediately prior to the Effective Time shall be treated as set forth in Section 5.3(b) of this Agreement; and (vi) each share of the common stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.3(a)(ii), other than any shares of Company Common Stock which remain outstanding pursuant to Section 2.3(a)(iii), if any, and other than Dissenting Shares, if any) will shall be converted into and represent the right to receive, and will be exchangeable for, a fraction of a validly issued, fully paid and nonassessable share of Parent Series A Stock equal to the Exchange Ratio. At the Effective Time, all such shares of Company Common Stock will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and each holder of a certificate representing any such shares will cease to have any rights with respect thereto, except the right to receive the shares of Parent Series A Stock to be issued pursuant to this Section 2.3(a)(ione (1) (and any dividends or other distributions and any cash in lieu of a fractional share payable pursuant to Sections 2.4(f) and 2.4(g)) with respect thereto upon the surrender of such certificate in accordance with Section 2.4, without interest. (ii) Each share of Company Common Stock (not including any common stock of the Surviving Corporation that is issued under Section 2.3(b)) that immediately prior to the Effective Time is (x) owned of record by Parent, Merger Sub or any Wholly-Owned Subsidiary of Parent or (y) held in the treasury of the Company or held by any Wholly-Owned Subsidiary of the Company will automatically be canceled, retired and cease to exist without payment of any consideration thereof and without any conversion thereof into Parent Series A Stock. (iii) Each share of Company Common Stock that immediately prior to the Effective Time is owned of record by LSAT or any Wholly-Owned Subsidiary of LSAT, if any, will by virtue of the Merger, and without any further act on the part of any holder thereof, remain as an issued and outstanding share of common stock of the Surviving Corporation. (ivb) Each share During the period from the date of Company Preferred Stock issued and outstanding immediately prior to this Agreement through the Effective Time, will, by virtue of : (i) the Merger, and without any further act on the part of any holder thereof, remain as an issued and outstanding share of preferred stock of the Surviving Corporation that will have the powers, designations, preferences and relative, participating, optional or other rights, if any, and the qualifications limitations and restrictions thereof, as are set forth in the certificate of designations for such Company Preferred Stock immediately prior to the Effective Time, except (x) for the revision and amendment to the Company Series A Preferred Stock and the Company Series D Preferred Stock contemplated by Section 2.1(c), (y) for any shares of Company Preferred Common Stock that constitute shall not be changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, combination or consolidation of shares, reclassification, recapitalization or other similar transaction; and (ii) the Company shall not declare a stock dividend during such period, or a record date with respect to any such event during such period. (c) Notwithstanding anything in this Agreement to the contrary, any Dissenting Shares, which Shares shall not be issued and outstanding only converted into the right to receive the Per Share Merger Consideration provided for the purposes described in Section 2.71.5(a)(iii), and but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to any such Dissenting Shares pursuant to the applicable provisions of the CGCL. Each holder of Dissenting Shares who, pursuant to the applicable provisions of the CGCL, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Chapter 13 of the CGCL (z) that from and but only after the value therefor has been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, each share of the Company Series A Preferred Stock, other than any Dissenting Shares shall lose their status as Dissenting Shares, by virtue of then any such shares shall immediately be converted into the Mergerright to receive the Per Share Merger Consideration as if such shares never had been Dissenting Shares, and without any further action on Parent shall issue and deliver to the part of any holder thereof, will at (or as promptly as reasonably practicable after) the satisfaction of the applicable conditions set forth in Section 1.7, the total amount of cash consideration to which such holder would be entitled in respect thereof under Section 1.5(a)(iii) as if such shares never had been Dissenting Shares (and all such cash shall be deemed for all purposes of this Agreement to have become deliverable to such holder pursuant to Section 1.5(a)(iii)). The Company shall give Parent (i) reasonably prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to the applicable provisions of the CGCL and received by the Company, and (ii) the right to participate in all negotiations and proceedings with respect to demands for appraisal under the applicable provisions of the CGCL. The Company shall not, except with the prior written consent of Parent (which consent shall not be convertible for shares unreasonably withheld, conditioned or delayed) or as otherwise required under the applicable provisions of Company Common Stock as provided the CGCL, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any claim or demand in the Certificate respect of Designations for the Company Series A Preferred Stock, but will be convertible into that number of shares of Parent Series A Stock determined by multiplying the number of shares of Company Common Stock issuable upon exchange of such share of Series A Preferred Stock at the Effective Time by the Exchange Ratio (rounded up to the nearest whole number of shares, with no cash being payable for such fractional share)any Dissenting Shares.