Common use of Conversion of Securities in the Merger Clause in Contracts

Conversion of Securities in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of Montage, Marigold, Merger Sub or any shareholder thereof, (a) subject to Section 2.6, each share of Marigold Common Stock issued and outstanding immediately prior to the Effective Time, other than any Marigold Cancelled Shares, shall automatically be converted, subject to the terms, conditions and procedures set forth in this Article II, into the right to receive the following: (A) $10.55 in cash, without interest (the “Cash Consideration”), (B) a fraction of a validly issued, fully paid and nonassessable share of Montage Class A Common Stock equal to the Marigold Exchange Ratio (the “Stock Consideration”), and (C) unless a Pre-Closing CVR Distribution has occurred, one (1) Contingent Value Right to be issued by Montage pursuant to the CVR Agreement (the “CVR Consideration”, if any, the Cash Consideration and the Stock Consideration, collectively, the “Marigold Merger Consideration”); (b) each share or other security representing capital stock in Marigold owned, directly or indirectly, by any of the Marigold Subsidiaries or Montage or any of the Montage Subsidiaries immediately prior to the Effective Time (collectively, “Marigold Cancelled Shares”) shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; and (c) each share of common stock, no par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) fully paid, validly issued and nonassessable share of Common Stock, no par value per share, of the Surviving Corporation.

Conversion of Securities in the Merger. At the Effective Time, by virtue of the Merger Merger, and without any action on the part of MontageSCT, MarigoldAcquisition Sub, Merger Sub Company, the Stockholders or any shareholder thereof,other holders of any of the securities of any of such entities: (a) subject to Section 2.6, 2.6.1 each share of Marigold Common Stock capital stock of Company that is owned by Company or held in the treasury of Company shall be canceled and retired and no consideration shall be paid or delivered in exchange therefore; 2.6.2 each share of issued and outstanding Company Common Stock immediately prior to the Effective Time, other than any Marigold Cancelled SharesShares to be cancelled in accordance with subsection 2.6.1 and Dissenting Shares (as defined in Section 2.7 hereof), shall automatically be convertedcancelled and retired without any conversion thereof and shall cease to exist, subject and each Stockholder owning a certificate representing any such Share shall cease to have any rights with respect thereto; 2.6.3 each share of issued and outstanding Company Series A Preferred Stock immediately prior to the termsEffective Time, conditions other than Shares to be cancelled in accordance with subsection 2.6.1 and procedures set forth in this Article IIDissenting Shares, shall be converted into the right to receive the following: (A) $10.55 receive, in cash, without interest (the “Cash Consideration”), (B) a fraction of a validly issued, fully paid and nonassessable share of Montage Class A Common Stock an amount equal to the Marigold Exchange Ratio quotient of (a) the “Stock Consideration”)product of (i) the Final Merger Consideration multiplied by (ii) the Series A Preference Per Share, and (C) unless a Pre-Closing CVR Distribution has occurred, one (1) Contingent Value Right to be issued divided by Montage pursuant to the CVR Agreement (the “CVR Consideration”, if any, the Cash Consideration and the Stock Consideration, collectively, the “Marigold Merger Consideration”); (b) each share or other security representing capital stock in Marigold owned, directly or indirectly, by any the Aggregate Liquidation Preference; where the "Aggregate Liquidation Preference" means the sum of (i) the product of the Marigold Subsidiaries or Montage or any Series A Preference Per Share multiplied by the number of the Montage Subsidiaries issued and outstanding shares of Company Series A Preferred Stock as of immediately prior to the Effective Time and (collectivelyii) the product of the Series B Preference Per Share multiplied by the number of issued and outstanding shares of Company Series B Preferred Stock as of immediately prior to the Effective Time. All such converted Shares, “Marigold Cancelled Shares”) when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and no consideration each Stockholder owning a certificate representing any such Share shall be delivered cease to have any rights with respect thereto, except the rights provided in exchange therefor; and (c) each share of common stock, no par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) fully paid, validly issued and nonassessable share of Common Stock, no par value per share, of the Surviving Corporation.this subsection 2.6.3;

Conversion of Securities in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of MontageNexstar, Marigoldthe Company, Merger Sub or any shareholder thereof, (a) subject to Section 2.62.3, each share of Marigold Company Common Stock issued and outstanding immediately prior to the Effective Time, other than any Marigold Company Cancelled Shares, shall automatically be converted, subject to the terms, conditions and procedures set forth in this Article II2, into the right to receive the following: (A) $10.55 in cash, without interest (the “Cash Consideration”), (B) a fraction of a validly issued, fully paid and nonassessable share of Montage Nexstar Class A Common Stock equal to the Marigold Company Exchange Ratio (the “Stock Consideration”), ) and (C) unless the Company has distributed contingent value rights (as more fully described in Article III of the CVR Agreement, “Contingent Value Rights”) with respect to such shares prior to Closing (a “Pre-Closing CVR Distribution has occurredDistribution”), one (1) Contingent Value Right to be issued by Montage Nexstar pursuant to Article III of the CVR Agreement (the “CVR Consideration”, if any, with the Cash Consideration and the Stock Consideration, collectively, the “Marigold Company Merger Consideration”); (b) each share or other security representing capital stock in Marigold the Company owned, directly or indirectly, by any of the Marigold Company Subsidiaries or Montage Nexstar or any of the Montage Nexstar Subsidiaries immediately prior to the Effective Time (collectively, “Marigold Company Cancelled Shares”) shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; and (c) each share of common stock, no par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) fully paid, validly issued and nonassessable share of Common Stock, no par value per share, of the Surviving Corporation.