Common use of Conversion of Company Shares Clause in Contracts

Conversion of Company Shares. Subject to Section 2.1(c), each Company Share issued and outstanding immediately prior to the Effective Time, other than any Company Restricted Stock Award, any Dissenting Share and any Cancelled Share, shall be converted into the right to receive (i) in the case of a Company Share with respect to which an election to receive Parent Shares (a “Stock Election”) has been properly made and not revoked or lost pursuant to Section 2.8 (each, a “Stock Electing Share”), 0.9793 validly issued, fully paid and nonassessable Parent Shares (as adjusted pursuant to Section 2.1(c), the “Stock Election Consideration”); (ii) in the case of a Company Share with respect to which an election to receive cash (a “Cash Election”) has been properly made and not revoked or lost pursuant to Section 2.8 (each, a “Cash Electing Share”), $21.50 in cash, without interest (as adjusted pursuant to Section 2.1(c), the “Cash Election Consideration”); or (iii) in the case of a Company Share with respect to which an election to receive a mix of Parent Shares and cash (a “Mixed Election”) has been properly made and not revoked pursuant to Section 2.8, or with respect to which no election has been made (each, a “Mixed Consideration Share”), $12.64 in cash, without interest, and 0.4034 validly issued, fully paid and nonassessable Parent Shares (the “Mixed Stock Consideration” and, together with the $12.64 in cash, without interest, the “Mixed Election Consideration”). From and after the Effective Time, all such Company Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each applicable holder of such Company Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of Certificates or Book-Entry Shares in accordance with Section 2.2, including the right to receive, pursuant to Section 2.7, cash in lieu of fractional Parent Shares, if any, into which such Company Shares have been converted pursuant to this Section 2.1(a) (the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 2.2(f) (the “Dividend Consideration”).

Conversion of Company Shares. Subject to Section 2.1(c)(a) At the Effective Time, each share of common stock, par value $.01 per share, of the Company Share (a "COMPANY SHARE") issued and outstanding immediately prior to the Effective Time, Time (other than (x) Company Shares the holders of which shall have validly demanded appraisal of such shares pursuant to Section 262 of the DGCL ("SECTION 262") and shall not have voted such shares in favor of the Company Merger ("DISSENTING SHARES"), (y) Company Shares owned by Parent or any Subsidiary of Parent and (z) Company Restricted Stock AwardShares held in the treasury of the Company or owned by any Subsidiary of the Company (collectively, any Dissenting Share and any Cancelled Share, "EXCLUDED SHARES")) shall be converted into either of the following (the "MERGER CONSIDERATION"): (i) the right to receive (ix) in the case of a Company Share with respect to which an election to receive Parent Shares (a “Stock Election”) has been properly made and not revoked or lost pursuant to Section 2.8 (each, a “Stock Electing Share”), 0.9793 validly issued, fully paid and nonassessable Parent Shares (as adjusted pursuant to Section 2.1(c), the “Stock Election Consideration”); (ii) in the case of a Company Share with respect to which an election to receive cash (a “Cash Election”) has been properly made and not revoked or lost pursuant to Section 2.8 (each, a “Cash Electing Share”), $21.50 in cash, without interest (as adjusted pursuant to Section 2.1(c), the “Cash Election Consideration”); or (iii) in the case of a Company Share with respect to which an election to receive a mix of Parent Shares and cash (a “Mixed Election”) has been properly made and not revoked pursuant to Section 2.8, or with respect to which no election has been made (each, a “Mixed Consideration Share”), $12.64 70 in cash, without interest, and 0.4034 (y) $2.60 in face value of Holdco SAILS security units consisting of a zero coupon debt security and a forward equity contract and having the terms set forth in Annex A hereto (the "HOLDCO UNITS")(the Holdco Units or the Parent Units, as the case may be, being referred to herein as the "UNITS CONSIDERATION"), and (z) the Additional Amount, if any (the sum of (x), (y) and (z) being referred to herein as the "CASH AND UNITS CONSIDERATION"), or (ii) subject to Section 3.4(b), if the holder thereof shall have validly issuedmade and not revoked a Stock Election (as defined in Section 3.5(c)) with respect to such Company Share, a number of fully paid and nonassessable non-assessable Holdco Shares determined by dividing $74 by the Average Parent Shares Share Price (the “Mixed Stock Consideration” and"EXCHANGE RATIO"), together with plus the $12.64 in cash, without interest, the “Mixed Election Consideration”). From and after the Effective Time, all such Company Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each applicable holder of such Company Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of Certificates or Book-Entry Shares in accordance with Section 2.2, including the right to receive, pursuant to Section 2.7, cash in lieu of fractional Parent SharesAdditional Amount, if any, into which such Company Shares have been converted pursuant to this Section 2.1(a) provided that in no event shall the Exchange Ratio be more than 4.4848 (the “Fractional Share Consideration”"STOCK CONSIDERATION"). The "" means an amount in cash equal to 7% interest on $72.29 for the period beginning on the first anniversary date of this Agreement, and ending on the day prior to the Closing Date (calculated on a per annum basis of a 365-day year), together with the amountsless all cash dividends per Company Share, if any, payable pursuant paid on the Company Shares with respect to Section 2.2(f) (a record date occurring after the “Dividend Consideration”)first anniversary date of this Agreement; PROVIDED, HOWEVER, that the Additional Amount shall not be a negative number.

Conversion of Company Shares. Subject (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any stockholder of the Company, Buyer or Merger Sub, each share of Common Stock held by Buyer, Merger Sub, or the Company in treasury or otherwise, shall be canceled and retired and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefor (such shares, “Cancelled Shares”). At the Effective Time, by virtue of the Merger and without any action on the part of any holder of Common Stock (other than compliance with Section 2.1(c3.2(b) by the applicable holder), each Company Share share (a “Common Share”) of Common Stock that is issued and outstanding immediately prior to the Effective Time, Time (other than any Company Restricted Stock Award, any Dissenting Share (x) Cancelled Shares and any Cancelled Share, shall be converted into the right to receive (iy) in the case of a Company Share with respect to which an election to receive Parent Shares (a “Stock Election”) has been properly made and not revoked or lost pursuant to Section 2.8 shares (each, a “Dissenting Share”) of Common Stock Electing Shareheld by Persons who object to the Merger and comply with the provisions of the DGCL concerning the rights of holders of Common Stock to dissent from the Merger and require appraisal of their shares of Common Stock (the “Dissenting Stockholders”), 0.9793 validly issuedwhich Cancelled Shares and Dissenting Shares shall not constitute “Common Shares” hereunder), fully paid shall thereupon be canceled and nonassessable Parent Shares (converted into and become the right to receive the applicable portion of the Merger Consideration, as adjusted determined pursuant to Section 2.1(c3.1(d). (b) At the Effective Time, by virtue of the Merger and without any action on the part of Buyer or Merger Sub, each share of common stock, par value $0.01 per share, of Merger Sub shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation. (c) Subject to the adjustments set forth in Section 3.4, the “Stock Election Merger Consideration”); ” shall consist of (x) $2,100,000,000 in cash, plus (i) the Estimated Net Working Capital Adjustment Amount, less (ii) the Estimated Closing Date Funded Debt, plus (iii) the Estimated Closing Date Cash, less (iv) the amount of Holder Representative Expenses paid by Buyer to the Holder Representative at Closing in accordance with Section 3.5, less (v) the case of a Company Share Closing Employee Amount, less (vi) the Estimated Closing Date Transaction Expenses, less (vii) the Escrow Amount and (y) the aggregate amount, if any, payable to Pre-Closing Holders pursuant to and in accordance with respect to which an election Section 3.4(d). (d) The Merger Consideration shall be allocated among the Pre-Closing Holders as set forth below in this Section 3.1(d), and shall be payable in accordance with this Agreement, including Sections 3.2 and 3.4. Each Pre-Closing Holder shall be entitled to receive cash in respect of the Common Shares held by such holder immediately prior to the Effective Time (i) a “portion of the Merger Consideration equal to (x) the Cash Election”Per Fully-Diluted Common Share (as defined below), multiplied by (y) has been properly made the number of Common Shares held by such holder immediately prior to the Effective Time and not revoked or lost (ii) any amount which such Pre-Closing Holder shall be entitled to receive pursuant to and in accordance with Section 2.8 (each, a “Cash Electing Share”3.4(d), $21.50 in cash, without interest (as adjusted pursuant to Section 2.1(c). For purposes of the foregoing, the “Cash Election Consideration”Per Fully-Diluted Common Share” shall mean (i) the Merger Consideration (without giving effect to clause (y) of Section 3.1(c); or (iii) in the case of a Company Share with respect to which an election to receive a mix of Parent Shares and cash (a “Mixed Election”) has been properly made and not revoked pursuant to Section 2.8, or with respect to which no election has been made (each, a “Mixed Consideration Share”), $12.64 in cash, without interest, and 0.4034 validly issued, fully paid and nonassessable Parent Shares divided by (ii) the “Mixed Stock Consideration” and, together with the $12.64 in cash, without interest, the “Mixed Election Consideration”). Aggregate Fully-Diluted Common Shares. (e) From and after the Effective Time, all such Company Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each applicable holder (i) holders of such Company Shares Certificates shall cease to have any rights with respect thereto, except as stockholders of the right Company and (ii) the consideration paid pursuant to receive this Article III upon the Merger Consideration therefor upon surrender of Certificates or Book-Entry Shares in accordance with Section 2.2, including the right terms hereof shall be deemed to receive, pursuant have been paid in full satisfaction of all rights pertaining to Section 2.7, cash in lieu of fractional Parent the Common Shares, if anysubject to the continuing rights of the Pre-Closing Holders under this Agreement and the Escrow Agreement. At the Effective Time, into which such the transfer books of the Company shall be closed and no transfer of Common Shares have been converted pursuant to this Section 2.1(a) (the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 2.2(f) (the “Dividend Consideration”)shall be made thereafter.

Conversion of Company Shares. Subject to Section 2.1(c), each Company Share (i) Each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time, Time (other than Dissenting Shares, Excluded Class A Shares and Excluded Common Shares) will automatically be canceled, retired and cease to exist and will, by virtue of the Merger and without any Company Restricted Stock Awardaction on the part of the holder thereof, any Dissenting Share and any Cancelled Share, shall be converted into the right to receive an amount (i) in the case of a Company Share with respect to which an election to receive Parent Shares (a “Stock Election”) has been properly made and not revoked or lost pursuant to Section 2.8 (each, a “Stock Electing Share”), 0.9793 validly issued, fully paid and nonassessable Parent Shares (as adjusted pursuant to Section 2.1(c)such amount, the “Stock Election Merger Consideration”); (ii) in the case of a Company Share with respect to which an election to receive cash (a “Cash Election”) has been properly made and not revoked or lost pursuant to Section 2.8 (each, a “Cash Electing Share”), $21.50 in cash, without interest (as adjusted pursuant to Section 2.1(c), the “Cash Election Consideration”); or (iii) in the case of a Company Share with respect to which an election to receive a mix of Parent Shares and cash (a “Mixed Election”) has been properly made and not revoked pursuant to Section 2.8, or with respect to which no election has been made (each, a “Mixed Consideration Share”), $12.64 in cash, without interest, equal to (A) $16.46 plus (B) the Per Share Adjustment Amount, whereupon such shares of Class A Common Stock will no longer be outstanding, and 0.4034 validly issued, fully paid and nonassessable Parent Shares each holder of a certificate evidencing any such shares (the “Mixed Stock Consideration” and, together with the $12.64 in cash, without interest, the “Mixed Election ConsiderationClass A Certificates”). From and after the Effective Time, all such Company Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each applicable holder of such Company Shares shall ) will cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor Consideration, without interest, upon surrender of such Class A Certificates or Book-Entry Shares in accordance with Section 2.23.4. (ii) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, including Excluded Class A Shares and Excluded Common Shares) will automatically be canceled, retired and cease to exist and will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receivereceive the Merger Consideration, pursuant to Section 2.7whereupon such shares of Common Stock will no longer be outstanding, cash in lieu and each holder of fractional Parent Shares, if any, into which a certificate evidencing any such Company Shares have been converted pursuant to this Section 2.1(a) shares (the “Fractional Share Consideration”)Common Stock Certificates” and, together with the amountsClass A Certificates, if any, payable pursuant to Section 2.2(f) (the “Dividend Certificates”) will cease to have any rights with respect thereto, except the right to receive the Merger Consideration”), without interest, upon surrender of such Common Stock Certificates in accordance with Section 3.4.

Conversion of Company Shares. (a) Subject to Section 2.1(cSections 2.01(b), 2.06 and 2.07, each Company Share, including each Company Share subject to a Company Restricted Share Award, that is issued and outstanding immediately prior to the Effective TimeTime shall automatically be canceled and converted into, other than any Company Restricted Stock Award, any Dissenting Share and any Cancelled Share, shall be converted into thereafter represent the right to receive receive, the following consideration, in each case, without interest: (i) in the case of a Each Company Share with respect to which an election to receive Parent Shares (a “Stock Election”) has been properly made and not revoked or lost pursuant to Section 2.8 (each, a “Stock Electing Share”), 0.9793 validly issued, fully paid and nonassessable Parent Shares (as adjusted pursuant to Section 2.1(c), the “Stock Election Consideration”); (ii) in the case of a Company Share with respect to which an election to receive only cash (a “Cash Election”) has been properly effectively made and not revoked or lost pursuant to Section 2.8 2.03 (each, a “Cash Electing Company Share”), ) shall be converted into the right to receive $21.50 9.50 in cash, without interest . (as adjusted pursuant to Section 2.1(c), the “Cash Election Consideration”); or (iiiii) in the case of a Each Company Share with respect to which an election to receive a mix combination of Parent Shares and CVR consideration (a “Share & CVR Election”) has been effectively made and not revoked or lost pursuant to Section 2.03 (each, a “Share & CVR Electing Company Share”) and each Non-Electing Company Share shall be converted into the right to receive the combination of (1) subject to adjustment in accordance with Section 2.07, 0.743 of a share of duly authorized, validly issued, fully paid and non-assessable Parent Shares (such fraction of a Parent Share, the “Share & CVR Election Exchange Ratio”) and (2) one (1) contractual contingent value right (each, a “CVR”), which shall represent the right to receive a contingent cash payment as set forth in, and subject to and in accordance with the terms and conditions of the Contingent Value Rights Agreement substantially in the form attached hereto as Exhibit C, but subject to the review and comment of the Rights Agent (the “CVR Agreement”), to be entered into by and between Parent and a rights agent selected by Parent and reasonably acceptable to the Company (the “Rights Agent”), if any, at the times provided for in the CVR Agreement. (iii) Each Company Share with respect to which an election to receive a combination of cash, Parent Shares, Merger Consideration Preference Shares, Merger Consideration Warrants and Upside Rights (a “Mixed Election”) has been properly effectively made and not revoked or lost pursuant to Section 2.8, or with respect 2.03 shall be converted into the right to which no election has been made receive the combination of (each, a “Mixed Consideration Share”), 1) $12.64 0.905 in cash, without interest(2) a number of duly authorized, and 0.4034 validly issued, fully paid and nonassessable non-assessable Parent Shares, subject to adjustment in accordance with Section 2.07, equal to the Mixed Election Common Shares Exchange Ratio, (3) subject to adjustment in accordance with Section 2.07, a number of duly authorized, validly issued, fully paid and non-assessable Series A preference shares, par value $0.10 per share, of Parent (the “Merger Consideration Preference Shares”), having the terms and conditions set forth in the certificate of designation of Parent substantially in the form attached hereto as Exhibit D (the “Parent Certificate of Designation”) equal to the Mixed Stock Consideration” andElection Preference Shares Exchange Ratio, (4) subject to adjustment in accordance with Section 2.07, 0.190 of a warrant (each, a “Merger Consideration Warrant”) in the form of and subject to and in accordance with the terms and conditions of the warrant agreement substantially in the form attached hereto as Exhibit E, but subject to the review and comment of the Paying Agent (the “Parent Warrant Agreement”) to be entered into by and between Parent and the Paying Agent and (5) $0.905 aggregate principal amount of a right issued by Parent (collectively, the “Upside Rights”) in the form of and subject to and in accordance with the terms and conditions of the form of Upside Right (the “Upside Right Instrument”) substantially in the form attached hereto as Exhibit F, but subject to the review and comment of the Rights Agent; provided that an Upside Right may be issued in an applicable aggregate principal amount to any holder of Company Shares making a Mixed Election. (b) The consideration payable pursuant to this Section 2.01(c), together with cash in lieu of fractional Parent Shares and Merger Consideration Preference Shares, as the $12.64 in cashcase may be, without interestas contemplated by Section 2.2(e), is collectively referred to herein, as the “Mixed Election Merger Consideration.”). From and after (c) Subject to Section 2.06, as of the Effective Time, all such Company Shares shall no longer be issued and outstanding and shall automatically be cancelled canceled and shall cease to exist, and each applicable holder of such Company Shares shall cease a certificate that immediately prior to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of Certificates or Book-Entry Shares in accordance with Section 2.2, including the right to receive, pursuant to Section 2.7, cash in lieu of fractional Parent Shares, if any, into which such Company Shares have been converted pursuant to this Section 2.1(a) (the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 2.2(f) (the “Dividend Consideration”).Effective Time evidenced

Conversion of Company Shares. Subject to Section 2.1(c)(a) At the Effective Time, each Company Share (other than (i) the Company Shares to be cancelled pursuant to Section 2.07(c), (ii) the Appraisal Shares (as defined below), which shall only have those rights set forth in Section 2.07(b), and (iii) the Carry-Forward Share) shall, by virtue of the Merger and without any action on the part of the Company or Merger Sub or the holders of any securities of the Company or Merger Sub, be converted into and thereafter only evidence the right to receive, without interest, an amount in cash equal to the Per Share Merger Consideration. At the Effective Time, each such Company Share shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of such Company Share shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration as provided herein. (b) Notwithstanding anything to the contrary contained herein or otherwise, Company Shares issued and outstanding immediately prior to the Effective TimeTime that are held by any holder who is entitled to demand and properly demands appraisal of such shares (the “Appraisal Shares”) pursuant to, other than any Company Restricted Stock Awardand who complies in all respects with, any Dissenting Share and any Cancelled Share, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive (i) the Per Share Merger Consideration as provided in the case of a Company Share with respect to which an election to receive Parent Shares (a “Stock Election”) has been properly made and not revoked or lost pursuant to Section 2.8 (each, a “Stock Electing Share”2.07(a), 0.9793 validly issued, fully paid and nonassessable Parent Shares (as adjusted pursuant but instead such holder shall only be entitled to Section 2.1(c), payment of the “Stock Election Consideration”); (ii) fair value of such shares in the case of a Company Share with respect to which an election to receive cash (a “Cash Election”) has been properly made and not revoked or lost pursuant to Section 2.8 (each, a “Cash Electing Share”), $21.50 in cash, without interest (as adjusted pursuant to Section 2.1(c), the “Cash Election Consideration”); or (iii) in the case of a Company Share with respect to which an election to receive a mix of Parent Shares and cash (a “Mixed Election”) has been properly made and not revoked pursuant to Section 2.8, or with respect to which no election has been made (each, a “Mixed Consideration Share”), $12.64 in cash, without interest, and 0.4034 validly issued, fully paid and nonassessable Parent Shares (the “Mixed Stock Consideration” and, together accordance with the $12.64 in cash, without interest, the “Mixed Election Consideration”)provisions of Section 262. From and after At the Effective Time, all such Company Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each applicable holder of such Company Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender fair value of Certificates or Book-Entry such Appraisal Shares in accordance with the provisions of Section 2.2262. Notwithstanding the foregoing, including if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receiveappraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, pursuant then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 2.7, cash in lieu of fractional Parent Shares, if any, into which 262 shall cease and each such Company Shares Appraisal Share shall be deemed to have been converted at the Effective Time into, and shall have become, only the right to receive the Per Share Merger Consideration as provided in Section 2.07(a), without interest. The Company shall serve notice to Parent as promptly as reasonably practicable of any demands for appraisal of any Company Shares, any withdrawals thereof and any other instruments served on the Company in connection therewith, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (which may be given or withheld in its sole discretion), make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Company Shares for which a written stockholder consent is delivered shall not be Appraisal Shares. Within ten (10) Business Days following the date of the Stockholder Consent, the Company shall deliver by any manner permitted by applicable Law the notice required pursuant to this Section 2.1(aSections 228 and 262 of the DGCL to each holder of record of capital stock of the Company that has not theretofore executed and delivered such Stockholder Consent and is entitled to such notice under the DGCL. (c) At the Effective Time, each Company Share held by Merger Sub, Parent, any direct or indirect wholly owned Subsidiary of Merger Sub or Parent or the Company, shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (d) At the “Fractional Effective Time, the Carry-Forward Share Consideration”)shall, together with by virtue of the amountsMerger and without any action on the part of the Company or Merger Sub or the holders of any securities of the Company or Merger Sub, if any, payable pursuant to Section 2.2(f) (the “Dividend Consideration”)be converted into and become one share of Survivor Class B Common Stock.

Conversion of Company Shares. (i) Subject to Section 2.1(cSections 2.01(b), 2.06 and 2.07, each Company Share, including each Company Share subject to a Company Restricted Share Award, that is issued and outstanding immediately prior to the Effective TimeTime shall automatically be canceled and converted into, other than any Company Restricted Stock Award, any Dissenting Share and any Cancelled Share, shall be converted into thereafter represent the right to receive receive, the following consideration, in each case, without interest: (iA) in the case of a Each Company Share with respect to which an election to receive Parent Shares (a “Stock Election”) has been properly made and not revoked or lost pursuant to Section 2.8 (each, a “Stock Electing Share”), 0.9793 validly issued, fully paid and nonassessable Parent Shares (as adjusted pursuant to Section 2.1(c), the “Stock Election Consideration”); (ii) in the case of a Company Share with respect to which an election to receive only cash (a “Cash Election”) has been properly effectively made and not revoked or lost pursuant to Section 2.8 2.03 (each, a “Cash Electing Company Share”), ) shall be converted into the right to receive $21.50 9.50 in cash, without interest . (as adjusted pursuant to Section 2.1(c), the “Cash Election Consideration”); or (iiiB) in the case of a Each Company Share with respect to which an election to receive a mix combination of Parent Shares and CVR consideration (a “Share & CVR Election”) has been effectively made and not revoked or lost pursuant to Section 2.03 (each, a “Share & CVR Electing Company Share”) and each Non-Electing Company Share shall be converted into the right to receive the combination of (1) subject to adjustment in accordance with Section 2.07, 0.743 of a share of duly authorized, validly issued, fully paid and non-assessable Parent Shares (such fraction of a Parent Share, the “Share & CVR Election Exchange Ratio”) and (2) one (1) contractual contingent value right (each, a “CVR”), which shall represent the right to receive a contingent cash payment as set forth in, and subject to and in accordance with the terms and conditions of the Contingent Value Rights Agreement substantially in the form attached hereto as Exhibit C, but subject to the review and comment of the Rights Agent (the “CVR Agreement”), to be entered into by and between Parent and a rights agent selected by Parent and reasonably acceptable to the Company (the “Rights Agent”), if any, at the times provided for in the CVR Agreement. (C) Each Company Share with respect to which an election to receive a combination of cash, Parent Shares, Merger Consideration Preference Shares, Merger Consideration Warrants and Upside Rights (a “Mixed Election”) has been properly effectively made and not revoked or lost pursuant to Section 2.8, or with respect 2.03 shall be converted into the right to which no election has been made receive the combination of (each, a “Mixed Consideration Share”), 1) $12.64 0.905 in cash, without interest(2) a number of duly authorized, and 0.4034 validly issued, fully paid and nonassessable non-assessable Parent Shares, subject to adjustment in accordance with Section 2.07, equal to the Mixed Election Common Shares Exchange Ratio, (3) subject to adjustment in accordance with Section 2.07, a number of duly authorized, validly issued, fully paid and non-assessable Series A preference shares, par value $0.10 per share, of Parent (the “Merger Consideration Preference Shares”), having the terms and conditions set forth in the certificate of designation of Parent substantially in the form attached hereto as Exhibit D (the “Parent Certificate of Designation”) equal to the Mixed Stock Consideration” andElection Preference Shares Exchange Ratio, (4) subject to adjustment in accordance with Section 2.07, 0.190 of a warrant (each, a “Merger Consideration Warrant”) in the form of and subject to and in accordance with the terms and conditions of the warrant agreement substantially in the form attached hereto as Exhibit E, but subject to the review and comment of the Paying Agent (the “Parent Warrant Agreement”) to be entered into by and between Parent and the Paying Agent and (5) $0.905 aggregate principal amount of a right issued by Parent (collectively, the “Upside Rights”) in the form of and subject to and in accordance with the terms and conditions of the form of Upside Right (the “Upside Right Instrument”) substantially in the form attached hereto as Exhibit F, but subject to the review and comment of the Rights Agent; provided that an Upside Right may be issued in an applicable aggregate principal amount to any holder of Company Shares making a Mixed Election. (ii) The consideration payable pursuant to this Section 2.01(c), together with cash in lieu of fractional Parent Shares and Merger Consideration Preference Shares, as the $12.64 in cashcase may be, without interestas contemplated by Section 2.2(e), is collectively referred to herein, as the “Mixed Election Merger Consideration.”). From and after (iii) Subject to Section 2.06, as of the Effective Time, all such Company Shares shall no longer be issued and outstanding and shall automatically be cancelled canceled and shall cease to exist, and each applicable holder of such a certificate that immediately prior to the Effective Time evidenced any Company Shares (each, a “Certificate”) or uncertificated Company Shares represented by book entry immediately prior to the Effective Time (each, a “Book-Entry Share”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender in respect of Certificates the Company Shares represented by such Certificate or Book-Entry Shares Share, as applicable, to be paid in consideration therefor, in accordance with Section 2.22.02(b), including and the right to receive, pursuant to receive dividends and other distributions in accordance with Section 2.7, cash in lieu of fractional Parent Shares, if any, into which such Company Shares have been converted pursuant to this Section 2.1(a) (the “Fractional Share Consideration”2.02(f), together with the amountsin each case, if any, payable pursuant to Section 2.2(f) (the “Dividend Consideration”)without interest.

Conversion of Company Shares. Subject to (a) As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Shares or MergerSub Shares, except as otherwise provided in this Section 2.1(c)3.3, each Company Share issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 3.2) shall be converted into, at the election of the holder thereof, one of the following or a combination of Acquiror Shares and cash determined in accordance with this Section 3.3 (the "MERGER Consideration"): (i) the right to receive a number of Acquiror Shares determined by dividing $44.00 by the Average Acquiror Share Price and rounding the result to the nearest one thousandth of a share (the "STOCK Consideration"); provided that, (x) if the Average Acquiror Share Price is less than $12.15, the Stock Consideration shall be 3.621 Acquiror Shares and (y) if the Average Acquiror Share Price is greater than $16.43, the Stock Consideration shall be 2.678 Acquiror Shares; or (ii) the right to receive in cash from Acquiror, without interest, an amount equal to $44.00 (the "CASH CONSIDERATION"); provided, however, that if (A) the Registration Statement covering the Acquiror Shares has not been declared effective by September 30, 2000 or (B) the Acquiror Shares have not been approved for listing, subject only to official notice of issuance, by the NYSE (or, failing that, by NASDAQ) by October 31, 2000, the Merger Consideration shall consist of all Cash Consideration, and as of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Shares or MergerSub Shares, each Company Share issued and outstanding immediately prior to the Effective Time (other than any Company Restricted Stock Award, any Dissenting Share and any Cancelled Share, shares to be cancelled in accordance with Section 3.2) shall be converted into the right to receive the Cash Consideration. In such event, the provisions of Sections 3.3(b) - (i) in the case of a Company Share with respect to which an election to receive Parent Shares (a “Stock Election”) has been properly made and not revoked or lost pursuant to Section 2.8 (each, a “Stock Electing Share”k), 0.9793 validly issued3.4, fully paid and nonassessable Parent Shares (as adjusted pursuant to Section 2.1(c7.5, 8.6, 9.1(a)(ii), the “Stock Election Consideration”); (ii) in the case of a Company Share with respect to which an election to receive cash (a “Cash Election”) has been properly made and not revoked or lost pursuant to Section 2.8 (each, a “Cash Electing Share”9.1(b), $21.50 in cash, without interest (as adjusted pursuant to Section 2.1(c), the “Cash Election Consideration”); 9.2(b) and 9.3(b) shall be of no further force or (iii) in the case of a Company Share with respect to which an election to receive a mix of Parent Shares and cash (a “Mixed Election”) has been properly made and not revoked pursuant to Section 2.8, or with respect to which no election has been made (each, a “Mixed Consideration Share”), $12.64 in cash, without interest, and 0.4034 validly issued, fully paid and nonassessable Parent Shares (the “Mixed Stock Consideration” and, together with the $12.64 in cash, without interest, the “Mixed Election Consideration”). From and after the Effective Time, all such Company Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each applicable holder of such Company Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of Certificates or Book-Entry Shares in accordance with Section 2.2, including the right to receive, pursuant to Section 2.7, cash in lieu of fractional Parent Shares, if any, into which such Company Shares have been converted pursuant to this Section 2.1(a) (the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 2.2(f) (the “Dividend Consideration”)effect.

Conversion of Company Shares. Subject to Section 2.1(c(a) At the Effective Time, each share of: (i) common stock, par value $0.01 per share; (ii) Series A preferred stock, par value $0.01 per share; and (iii) Series B preferred stock, par value $0.01 per share, of the Company (the "Company Shares"), which are held in the treasury of the Company immediately prior to the Effective Time shall, by virtue of the Merger, be canceled and retired and cease to exist without any conversion thereof. All other classes of the Company's stock held in treasury shall also be canceled. (b) At the Effective Time, SmarTalk shall issue 2,715,000 shares of common stock, no par value, of SmarTalk (the "SmarTalk Common Stock") which shall be divided among the Company's stockholders as follows: (i) each Company Share share of the Company's common stock issued and outstanding immediately prior to the Effective Time, other than any Company Restricted Stock Award, any Dissenting Share and any Cancelled Share, Time shall be converted into and represent the right to receive (i) in the case 22.16 shares of a Company Share with respect to which an election to receive Parent Shares (a “Stock Election”) has been properly made and not revoked or lost pursuant to Section 2.8 (each, a “Stock Electing Share”), 0.9793 validly issued, fully paid and nonassessable Parent Shares (as adjusted pursuant to Section 2.1(c), the “Stock Election Consideration”)SmarTalk Common Stock; (ii) in each share of the case of a Company Share with respect Company's Series A preferred stock issued and outstanding immediately prior to which an election the Effective Time shall be converted into and represent the right to receive cash (a “Cash Election”) has been properly made and not revoked or lost pursuant to Section 2.8 (each, a “Cash Electing Share”), $21.50 in cash, without interest (as adjusted pursuant to Section 2.1(c), the “Cash Election Consideration”)22.16 shares of SmarTalk Common Stock; or (iii) in each share of the case of a Company Share with respect Company's Series B preferred stock issued and outstanding immediately prior to which an election the Effective Time shall be converted into and represent the right to receive a mix 22.16 shares of Parent Shares and cash (a “Mixed Election”) has been properly made and not revoked pursuant to Section 2.8, or with respect to which no election has been made (each, a “Mixed Consideration Share”), $12.64 in cash, without interest, and 0.4034 validly issued, fully paid and nonassessable Parent Shares SmarTalk Common Stock (the “Mixed SmarTalk Common Stock issued to holders of Company Shares, collectively referred to herein as the "Merger Consideration” and"); and (iv) each holder of the Company's warrants will receive their pro rata share of SmarTalk Common Stock as set forth in Section 3.2. (c) If SmarTalk effects a stock dividend, together with reclassification, recapitalization, stock split, combination, exchange of shares or similar transaction after the $12.64 in cash, without interest, the “Mixed Election Consideration”). From date hereof and after prior to the Effective Time, the provisions of this Section 3.1 shall be appropriately adjusted, to preserve the proportionate interest in SmarTalk that holders of the Company's securities would otherwise be entitled to receive. (d) As a result of the Merger and without any action on the part of the holder thereof, at the Effective Time all such Company Shares shall no longer cease to be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each applicable holder of such Company Shares shall thereafter cease to have any rights with respect theretoto such Company Shares, except the right to receive the receive, without interest, such holder's Merger Consideration therefor for each Company Share held by such holder upon the surrender of Certificates or Book-Entry Shares in accordance with Section 2.2, including the right to receive, pursuant to Section 2.7, cash in lieu of fractional Parent Shares, if any, into which a certificate representing such Company Shares have been converted (a "Certificate"). (e) No fractional shares of SmarTalk Common Stock shall be issued pursuant hereto. In lieu of the issuance of any fractional share of SmarTalk Common Stock pursuant to this Section 2.1(a) (3.1, cash adjustments will be paid to holders in respect of any fractional share of SmarTalk Common Stock that would otherwise be issuable. The amount of such cash adjustment shall be equal to such fractional proportion of the “Fractional Share Merger Consideration”), together with the amounts, if any, payable pursuant to Section 2.2(f) (the “Dividend Consideration”).

Conversion of Company Shares. (1) Subject to Section 2.1(cSections 2.1(b), 2.1(d) and 2.3(e), each Company Share issued and outstanding immediately Company Share outstanding prior to the Effective Time, other than any Company Restricted Stock Award, any Dissenting Share and any Cancelled Share, Time shall be converted into the right to receive , at the election of the holder thereof, one of the following: (i) in the case of a for each such Company Share with respect to which an election to receive Parent Shares stock consideration (a “"Stock Election”") has effectively been properly made , and not revoked or lost lost, pursuant to Section 2.8 2.3 (each, an "Electing Share"), the right to receive one (1) share (the "Exchange Ratio") of Parent Series B Preferred Stock (the "Stock Consideration") with substantially the rights, privileges and preferences set forth on Exhibit A hereto (the "Series B_Preferred Stock"); and (ii) for each such Company Share other than Electing Shares (each, a “Stock "Non-Electing Share”") the right to receive $0.21 in the form of a promissory note made by the Parent (the "Note Consideration") payable within one (1) year of the closing date, bearing interest at 8% per annum, with installments of principal and interest payable on a quarterly basis, and containing such other terms as are set forth in the form of promissory note attached hereto as Exhibit B (the "Note"), 0.9793 validly and each stockholder of the Company that holds Non-Electing Shares shall be deemed to have made a Note election (a "Note Election") with respect to such Non-Electing Shares. (2) The Notes payable and the shares of the Parent's Series B Preferred Stock to be issued, fully paid and nonassessable Parent upon the conversion of Company Shares (as adjusted pursuant to this Section 2.1(c), the “Stock Election are referred to collectively as "Merger Consideration”); (ii) in the case ." As of a Company Share with respect to which an election to receive cash (a “Cash Election”) has been properly made and not revoked or lost pursuant to Section 2.8 (each, a “Cash Electing Share”), $21.50 in cash, without interest (as adjusted pursuant to Section 2.1(c), the “Cash Election Consideration”); or (iii) in the case of a Company Share with respect to which an election to receive a mix of Parent Shares and cash (a “Mixed Election”) has been properly made and not revoked pursuant to Section 2.8, or with respect to which no election has been made (each, a “Mixed Consideration Share”), $12.64 in cash, without interest, and 0.4034 validly issued, fully paid and nonassessable Parent Shares (the “Mixed Stock Consideration” and, together with the $12.64 in cash, without interest, the “Mixed Election Consideration”). From and after the Effective Time, all such Company Shares shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each applicable holder of a certificate representing any such Company Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of Certificates or Book-Entry Shares such certificate in accordance with Section 2.2, including the right to receive, pursuant to Section 2.7, cash in lieu of fractional Parent Shares, if any, into which such Company Shares have been converted pursuant to this Section 2.1(a) (the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 2.2(f) (the “Dividend Consideration”).

Conversion of Company Shares. Subject to Section 2.1(c), each Each Company Share issued and outstanding immediately prior to the Effective Time, other than any Company Restricted Stock Award, any Dissenting Share Shares and any Cancelled ShareShares, shall be converted into the right to receive (i) in subject to the case following proviso, 0.68 of a Company Share with respect to which an election to receive Parent Shares (a “Stock Election”) has been properly made and not revoked or lost pursuant to Section 2.8 (each, a “Stock Electing Share”), 0.9793 validly issued, fully paid and nonassessable Parent Shares Share (as adjusted pursuant to Section 2.1(c), the “Stock Election Consideration”); provided, that, if the aggregate number of Parent Shares to be issued pursuant to this Section 2.1(a) together with the aggregate number of Parent Shares to be issued pursuant to Section 2.4 would exceed 19.99% of the issued and outstanding Parent Shares as of the Closing Date, as reasonably determined by Parent in accordance with Rule 5635 of the NASDAQ Stock Market Rules (the amount equal to 19.99% of such issued and outstanding shares rounded down to the nearest whole share, the “Maximum Share Number”), then the number of Parent Shares to be issued pursuant to this Section 2.1(a) and Section 2.4 shall be reduced to the minimum extent necessary such that the number of Parent Shares issuable pursuant to this Section 2.1(a) and Section 2.4 equals the Maximum Share Number, and, in such event, each Company Share (or holder of a Company Option or Company Restricted Share Award, as applicable), shall be entitled to receive an additional cash payment in an amount equal to the dollar value of the Parent Shares reduced pursuant to this proviso (to be calculated on the Closing Date based on the Parent Share VWAP) and (ii) in the case of a Company Share with respect to which an election to receive cash (a “Cash Election”) has been properly made and not revoked or lost pursuant to Section 2.8 (each, a “Cash Electing Share”), $21.50 37.34 in cash, without interest (as adjusted pursuant to Section 2.1(c)the “Cash Consideration” and together with the Stock Consideration, the “Cash Election Merger Consideration”); or (iii) in , as well as the case of a Company Fractional Share with respect to which an election to receive a mix of Parent Shares Consideration and cash (a “Mixed Election”) has been properly made and not revoked pursuant to Section 2.8the Dividend Consideration, or with respect to which no election has been made (each, a “Mixed Consideration Share”), $12.64 in cash, without interest, and 0.4034 validly issued, fully paid and nonassessable Parent Shares (the “Mixed Stock Consideration” and, together with the $12.64 in cash, without interest, the “Mixed Election Consideration”)as applicable. From and after the Effective Time, all such Company Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each applicable holder of such Company Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, the Fractional Share Consideration and the Dividend Consideration therefor upon surrender of Certificates or Book-Entry Shares in accordance with Section 2.2, including the right to receive, pursuant to Section 2.7, cash in lieu of fractional Parent Shares, if any, into which such Company Shares have been converted pursuant to this Section 2.1(a) (the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 2.2(f) (the “Dividend Consideration”).