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

Conversion of Shares in the Merger. (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 any stockholder of the Company: (i) all Excluded Shares shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) subject to Sections 2.5(b), 2.5(c) and 2.5(d), each share of Company Common Stock then issued and outstanding, other than Excluded Shares and Dissenting Shares (as defined in Section 2.8), if any, shall be converted into the right to receive that number of shares of Parent Common Stock equal to the Exchange Ratio, plus cash in lieu of fractional shares of Parent Common Stock as set forth in Section 2.5(d). The number of shares of Parent Common Stock equal to the Exchange Ratio and the cash payable in lieu of fractional shares as specified in Section 2.5(d) with respect to each share of Company Common Stock are referred to as the "MERGER CONSIDERATION"; and (iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation. (b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock are affected by reason of any stock split, division or subdivision of shares, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Common Stock), reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Exchange Ratio, the Merger Consideration and any other amounts payable pursuant to the Offer or the Merger shall be appropriately adjusted to the extent the record date for, or the date of occurrence of, any such event is between the date of this Agreement and the effective time. (c) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued. Any holder of Company Common Stock who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, in lieu of such fraction of a share and, upon surrender of such holder's Company Stock Certificate(s) (as defined in Section 2.6), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, equal to the product obtained by multiplying (A) that fraction of a share of Parent Common Stock to which such stockholder is entitled (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such stockholder) by (B) the closing sales price of one share of Parent Common Stock on the Nasdaq National Market (as reported in The Wall Street Journal or, if not reported therein, any other authoritative source) on the date the Merger becomes effective.

Conversion of Shares in the Merger. (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 any stockholder of the Company: (i) all Excluded Shares shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) subject to Sections 2.5(b), 2.5(c) and 2.5(dSection 1.5(b), each share of Company Common Stock then issued and outstanding, other than Excluded Shares and Dissenting Shares (as defined in Section 2.8)Shares, if any, shall be converted into 0.374 of a share (the right to receive that number of shares “Exchange Ratio”) of Parent Common Stock equal to the Exchange Ratio, plus (together with any cash in lieu of fractional shares of Parent Common Stock as set forth in Section 2.5(d1.5(c). The number of shares of Parent Common Stock equal to , the Exchange Ratio and the cash payable in lieu of fractional shares as specified in Section 2.5(d) with respect to each share of Company Common Stock are referred to as the "MERGER CONSIDERATION"; and (iii) each share of the common stock, $0.001 par value per share, of “Merger Sub then outstanding shall be converted into one share of common stock of the Surviving CorporationConsideration”). (b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock are affected changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Common Stock)dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, including any such transaction with a record date between the date of this Agreement and the Effective Time, then the Exchange Ratio, the Merger Consideration and any other amounts payable pursuant to the Offer or the Merger Ratio shall be appropriately adjusted to the extent the record date for, or the date of occurrence of, for any such event is between the date of this Agreement and the effective timeEffective Time, so as to provide the holders of Company Common Stock and Parent the same economic effect as contemplated prior to such stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction. (c) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued. Any holder of Company Common Stock who would otherwise be entitled to receive a fraction of a share of Parent Common Stock in the Merger (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, in lieu of such fraction of a share and, and upon surrender of such holder's ’s Company Stock Certificate(s) (as defined in Section 2.61.6), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, equal to the product obtained by multiplying (A) that fraction of a share of Parent Common Stock to which such stockholder is entitled (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by issuable to such stockholderholder) by (B) the closing sales price of one (1) share of Parent Common Stock as reported on the Nasdaq National Market (as reported in The the Wall Street Journal or, if not reported therein, any other authoritative source) on the date trading day immediately preceding the Merger becomes effectiveClosing Date.

Conversion of Shares in the Merger. (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 any stockholder of the Company: (i) all Excluded Shares shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) subject to Sections 2.5(b), 2.5(c1.8(b) and 2.5(d1.8(c), each share of Company Common Stock then issued and outstanding, other than Excluded Shares and Dissenting Shares (as defined in Section 2.81.11), if any, shall be converted into the right to receive that number of shares of Parent Common Stock equal to the Exchange Ratio, plus any cash in lieu of fractional shares of Parent Common Stock as set forth in Section 2.5(d1.8(c). The number of shares of Parent Common Stock equal to the Exchange Ratio and the cash payable in lieu of fractional shares as specified in Section 2.5(d1.8(c) with respect to each share of Company Common Stock are being referred to as the "MERGER CONSIDERATION;"; and (iiiii) each share of the common stockCommon Stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock Common Stock of the Surviving Corporation; and (iii) any and all Excluded Shares shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock are affected changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Common Stock)dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Exchange Ratio, the Merger Consideration and any other amounts payable pursuant to the Offer or the Merger Ratio shall be appropriately adjusted to the extent the record date for, or the date of occurrence of, for any such event is between the date of this Agreement and the effective timeEffective Time. (c) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued. Any holder of Company Common Stock who would otherwise be entitled to receive a fraction of a share of Parent Common Stock in the Merger (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, in lieu of such fraction of a share and, and upon surrender of such holder's Company Stock Certificate(s) (as defined in Section 2.61.9), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, interest equal to the product obtained by multiplying (A) that fraction of a share of Parent Common Stock to which such stockholder is entitled (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by issuable to such stockholderholder) by (B) the closing sales price of one (1) share of Parent Common Stock as reported on the Nasdaq National Market NYSE Composite Transaction Tape (as reported in The the Wall Street Journal or, if not reported therein, any other authoritative source) on the date trading day immediately preceding the Merger becomes effectiveClosing Date.

Conversion of Shares in the Merger. (a) At Subject to the provisions of this Article III and Section 9.3, at and as of the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubSub or TBO, the Company or any stockholder outstanding securities of the CompanyTBO and Merger Sub shall be converted as follows: (ia) all Excluded Shares shall be canceled Each share of TBO Common Stock issued and retired and outstanding immediately prior to the Effective Time (other than TBO Dissenting Shares) shall cease to exist, be outstanding and no consideration shall be delivered in exchange therefor; (ii) subject to Sections 2.5(b), 2.5(c) and 2.5(d), each share of Company Common Stock then issued and outstanding, other than Excluded Shares and Dissenting Shares (as defined in Section 2.8), if any, shall be converted into and exchanged for the right to receive that number of one (1) validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio, plus cash in lieu of fractional shares of Parent Common Stock as set forth in Section 2.5(d). The number of shares of Parent Common Stock equal to the Exchange Ratio and the cash payable in lieu of fractional shares as specified in Section 2.5(d) with respect to each share of Company Common Stock are referred to as the "MERGER CONSIDERATION"; and (iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving CorporationStock. (b) If, between the date Each share of this Agreement TBO Series A Preferred Stock issued and outstanding immediately prior to the Effective TimeTime (other than TBO Dissenting Shares) shall cease to be outstanding and shall be converted into and exchanged for the right to receive 525.063 validly issued, the outstanding fully paid and nonassessable shares of Company Common Stock or Parent Common Stock are affected by reason of any stock split, division or subdivision of shares, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Common Preferred Stock), reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Exchange Ratio, the Merger Consideration and any other amounts payable pursuant to the Offer or the Merger shall be appropriately adjusted to the extent the record date for, or the date of occurrence of, any such event is between the date of this Agreement and the effective time. (c) No fractional shares Each share of Parent Common TBO Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than TBO Dissenting Shares) shall cease to be outstanding and shall be issued in connection with converted into and exchanged for the Merger, and no certificates or scrip for any such fractional shares shall be issued. Any holder of Company Common Stock who would otherwise be entitled right to receive a fraction of a 0.750089 validly issued, fully paid and nonassessable share of Parent Common Stock Stock. (after aggregating all fractional shares d) One hundred percent (100%) of Parent Common Stock issuable to such holder) shall, in lieu the membership interests of such fraction of a share and, upon surrender of such holder's Company Stock Certificate(s) (as defined in Section 2.6), be paid in cash the dollar amount (rounded Merger Sub issued and outstanding immediately prior to the nearest whole cent)Effective Time shall be converted into membership interests of the Surviving Company, without interestso that at the Effective Time, equal to Parent shall be the product obtained by multiplying holder of all of the issued and outstanding membership interests of the Surviving Company. Each stock certificate of Merger Sub representing any such membership interests shall after the Effective Time evidence ownership of membership interests of Surviving Company. (Ae) that fraction of a Each share of Parent Common Stock to which such stockholder is entitled (after aggregating all fractional shares Parent’s capital stock issued and outstanding at and as of Parent Common Stock that otherwise would be received by such stockholder) by (B) the closing sales price of one share of Parent Common Stock on the Nasdaq National Market (as reported in The Wall Street Journal or, if not reported therein, any other authoritative source) on the date the Merger becomes effectiveEffective Time will remain issued and outstanding.”

Conversion of Shares in the Merger. (a) 4.1 Share Consideration for the Merger; Conversion of Shares in the Merger. At the Effective Time, by virtue of the Merger and without any further action on the part of the holders of capital stock of the Company or of capital stock of Newco: (a) Each share of common stock, par value $1.00 per share, of the Company (singly, "Share" and plural "Shares") issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Newco, or any direct or indirect wholly owned subsidiary of Parent (collectively, "Parent Companies") or any of the Company's direct or indirect wholly owned subsidiaries or held in the treasury of the Company) shall, by virtue of the Merger Suband without any action on the part of Newco, the Company or the holder thereof, be converted into a fraction of a share of common stock, without par value, of Parent ("Parent Common Stock") equal to that fraction (the "Per Share Conversion Ratio") of which the numerator is $14.50 (the "Company Valuation") and the denominator is the average per share closing price on the New York Stock Exchange (the "NYSE") of Parent Common Stock (as reported on the NYSE Composite Index) during the 10 consecutive trading days ending on the second trading day prior to the Effective Time (the "Average Closing Price"). The fraction of a share of Parent Common Stock into which a Share is converted pursuant to the Merger is referred to herein as the "Merger Consideration"). (b) At the Effective Time, each Share issued and outstanding and owned by any stockholder of the Parent Companies or any of the Company: (i) all Excluded Shares shall be canceled and retired and 's direct or indirect wholly owned subsidiaries or authorized but unissued shares held by the Company immediately prior to the Effective Time shall cease to be outstanding, be cancelled and retired without payment of any consideration therefor and cease to exist, and no consideration shall be delivered in exchange therefor;. (iic) subject to Sections 2.5(b), 2.5(c) and 2.5(d)At the Effective Time, each share of Company Common Stock then common stock of Newco issued and outstanding, other than Excluded Shares and Dissenting Shares (as defined in Section 2.8), if any, shall be converted into the right to receive that number of shares of Parent Common Stock equal outstanding immediately prior to the Exchange Ratio, plus cash in lieu of fractional shares of Parent Common Stock as set forth in Section 2.5(d). The number of shares of Parent Common Stock equal to the Exchange Ratio and the cash payable in lieu of fractional shares as specified in Section 2.5(d) with respect to each share of Company Common Stock are referred to as the "MERGER CONSIDERATION"; and (iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. (bd) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock Shares or the Parent Common Stock are affected shall have been changed into a different number of shares or a different class by reason of any stock split, division or subdivision of shares, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Common Stock), reverse stock split, consolidation of shares, reclassification, recapitalization recapitalization, split up, combination, exchange of shares or other similar transaction, then the Exchange Ratio, the Merger Consideration and any other amounts payable pursuant to the Offer or the Merger shall be appropriately adjusted to the extent the record date forreadjustment, or the date of occurrence of, with respect to any such event is between there be declared a record date within said period with a distribution date after the date of this Agreement and Effective Time or a stock dividend on the effective time. (c) No fractional shares of Shares or the Parent Common Stock shall be issued in connection declared with a record date within said period, the Merger, and no certificates or scrip for any such fractional shares Per Share Conversion Ratio shall be issued. Any holder of Company Common Stock who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, in lieu of such fraction of a share and, upon surrender of such holder's Company Stock Certificate(s) (as defined in Section 2.6), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, equal to the product obtained by multiplying (A) that fraction of a share of Parent Common Stock to which such stockholder is entitled (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such stockholder) by (B) the closing sales price of one share of Parent Common Stock on the Nasdaq National Market (as reported in The Wall Street Journal or, if not reported therein, any other authoritative source) on the date the Merger becomes effectiveappropriately adjusted.

Conversion of Shares in the Merger. (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 any stockholder shareholder of the Company: (i) all Excluded Shares shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) subject to Sections 2.5(b), 2.5(cSection 1.5(b) and 2.5(dSection 1.5(c), each share of Company Common Stock then issued and outstanding, other than Excluded Shares and Dissenting Shares (as defined in Section 2.8)Shares, if any, shall be converted into the right to receive that number 0.4212 of shares a share (the "EXCHANGE RATIO") of Parent Common Stock equal to the Exchange Ratio, plus (together with any cash in lieu of fractional shares of Parent Common Stock as set forth in Section 2.5(d1.5(c). The number of shares of Parent Common Stock equal to the Exchange Ratio and the cash payable in lieu of fractional shares as specified in Section 2.5(d) with respect to each share of Company Common Stock are referred to as , the "MERGER CONSIDERATION"; and (iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation). (b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock are affected changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Common Stock)dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, including any such transaction with a record date between the date of this Agreement and the Effective Time, then the Exchange Ratio, the Merger Consideration and any other amounts payable pursuant to the Offer or the Merger Ratio shall be appropriately adjusted to the extent the record date for, or the date of occurrence of, for any such event is between the date of this Agreement and the effective timeEffective Time, so as to provide the holders of Company Common Stock and Parent the same economic effect as contemplated prior to such stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction. (c) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued. Any holder of Company Common Stock who would otherwise be entitled to receive a fraction of a share of Parent Common Stock pursuant to the Merger (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, in lieu of such fraction of a share and, and upon surrender of such holder's Company Stock Certificate(s) (as defined in Section 2.61.6), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, equal to the product obtained by multiplying (A) that fraction of a share of Parent Common Stock to which such stockholder is shareholder would otherwise be entitled (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by issuable to such stockholderholder) by (B) the closing sales price of one (1) share of Parent Common Stock as reported on the Nasdaq National Market (as reported in The Wall Street Journal or, if not reported therein, any other authoritative source) on the date trading day immediately preceding the Effective Time. (d) At the Effective Time, by virtue of the Merger becomes effectiveand without any further action on the part of Parent, Merger Sub, the Company or any stockholder of Merger Sub, each share of Common Stock, par value $.001 per share, of Merger Sub then issued and outstanding shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $.001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares in the Merger. (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 any stockholder shareholder of the Company: (i) all Excluded Shares shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) subject to Sections 2.5(b), 2.5(c1.5(b) and 2.5(d1.5(c), each share of Company Common Stock then issued and outstanding, other than Excluded Shares and Dissenting Shares (as defined in Section 2.8)Shares, if any, shall be converted into 0.05 of a share (the right to receive that number of shares “Exchange Ratio”) of Parent Common Stock equal to the Exchange RatioStock, plus (B) any cash in lieu of fractional shares of Parent Common Stock as set forth in Section 2.5(d1.5(c) (collectively, the “Merger Consideration”). The number of shares of Parent Common Stock equal to the Exchange Ratio and the cash payable in lieu of fractional shares as specified in Section 2.5(d) with respect to each share of Company Common Stock are referred to as the "MERGER CONSIDERATION"; and (iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation. (b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock are affected changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Common Stock)dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transactionlike change, decrease or increase, then the Exchange Ratio, the Merger Consideration and any other amounts payable pursuant to the Offer or the Merger Ratio shall be appropriately adjusted to the extent the record date for, or the date of occurrence of, for any such event is between the date of this Agreement and the effective timeEffective Time, so as to provide holders of Company Common Stock and Parent the same economic effect as contemplated by this Agreement prior to such stock split, reverse split, stock dividend, reorganization, recapitalization, or like change, decrease or increase. (c) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued. Any holder of Company Common Stock who would otherwise be entitled to receive a fraction of a share of Parent Common Stock in the Merger (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, in lieu of such fraction of a share and, and upon surrender of such holder's ’s Company Stock Certificate(s) (as defined in Section 2.61.6), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, interest equal to the product obtained by multiplying (A) that fraction of a share of Parent Common Stock to which such stockholder shareholder is entitled (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by issuable to such stockholderholder) by (B) the closing sales price of one (1) share of Parent Common Stock as reported on the Nasdaq National Market (as reported in The the Wall Street Journal or, if not reported therein, any other authoritative source) on the date trading day immediately preceding the Closing Date. (d) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the provisions of Chapter 13 of the CGCL are or prior to the Effective Time may become applicable to the Merger becomes effectiveby reason of a delisting of the Company Common Stock from the Nasdaq National Market, any shares of Company Common Stock that, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the CGCL shall not be converted into or represent the right to receive Parent Common Stock in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.5(c)), and the holder or holders of such shares shall be entitled only to such rights as may be granted to such holder or holders in Chapter 13 of the CGCL; provided, however, that if the status of any such shares as “dissenting shares” shall not be perfected, or if any such shares shall lose their status as “dissenting shares”, then, as of the later of the Effective Time or the time of the failure to perfect such status or the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate or certificates representing such shares) Parent Common Stock in accordance with Section 1.5(a) (and cash in lieu of fractional shares in accordance with Section 1.5(c)). (e) The Company shall give Parent (i) prompt notice of any written demand received by the Company prior to the Effective Time to require the Company to purchase shares of Company Common Stock pursuant to Chapter 13 of the CGCL and of any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the CGCL, and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such demand, notice or instrument upon the reasonable request of Parent. The Company shall not make any payment or settlement offer prior to the Effective Time with respect to any such demand unless Parent shall have consented in writing to such payment or settlement offer, which consent shall not be unreasonably withheld, and provided that Company may make payments or offers to settle such demands provided that (A) such settlement or payment is made in respect of “dissenting shares”; (B) the per share payment or settlement amount does not exceed the closing market price per share of the Company’s Common Stock as of the last day of trading prior to the announcement of the Merger; and (C) the “dissenting shares” so settled do not exceed 10% of the outstanding Company Common Stock.

Conversion of Shares in the Merger. (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 any stockholder shareholder of the Company: (i) all Excluded Shares shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) subject to Sections 2.5(b), 2.5(c1.5(b) and 2.5(d1.5(c), each share of Company Common Stock then issued and outstanding, other than Excluded Shares and Dissenting Shares (as defined in Section 2.8)Shares, if any, shall be converted into 0.05 of a share (the right to receive that number of shares "Exchange Ratio") of Parent Common Stock equal to the Exchange RatioStock, plus (B) any cash in lieu of fractional shares of Parent Common Stock as set forth in Section 2.5(d). The number of shares of Parent Common Stock equal to the Exchange Ratio and the cash payable in lieu of fractional shares as specified in Section 2.5(d1.5(c) with respect to each share of Company Common Stock are referred to as (collectively, the "MERGER CONSIDERATIONMerger Consideration"; and (iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation). (b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock are affected changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Common Stock)dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transactionlike change, decrease or increase, then the Exchange Ratio, the Merger Consideration and any other amounts payable pursuant to the Offer or the Merger Ratio shall be appropriately adjusted to the extent the record date for, or the date of occurrence of, for any such event is between the date of this Agreement and the effective timeEffective Time, so as to provide holders of Company Common Stock and Parent the same economic effect as contemplated by this Agreement prior to such stock split, reverse split, stock dividend, reorganization, recapitalization, or like change, decrease or increase. (c) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued. Any holder of Company Common Stock who would otherwise be entitled to receive a fraction of a share of Parent Common Stock in the Merger (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, in lieu of such fraction of a share and, and upon surrender of such holder's Company Stock Certificate(s) (as defined in Section 2.61.6), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, interest equal to the product obtained by multiplying (A) that fraction of a share of Parent Common Stock to which such stockholder shareholder is entitled (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by issuable to such stockholderholder) by (B) the closing sales price of one (1) share of Parent Common Stock as reported on the Nasdaq National Market (as reported in The the Wall Street Journal or, if not reported therein, any other authoritative source) on the date trading day immediately preceding the Closing Date. (d) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the provisions of Chapter 13 of the CGCL are or prior to the Effective Time may become applicable to the Merger becomes effectiveby reason of a delisting of the Company Common Stock from the Nasdaq National Market, any shares of Company Common Stock that, as of the Effective Time, are or may become "dissenting shares" within the meaning of Section 1300(b) of the CGCL shall not be converted into or represent the right to receive Parent Common Stock in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.5(c)), and the holder or holders of such shares shall be entitled only to such rights as may be granted to such holder or holders in Chapter 13 of the CGCL; provided, however, that if the status of any such shares as "dissenting shares" shall not be perfected, or if any such shares shall lose their status as "dissenting shares", then, as of the later of the Effective Time or the time of the failure to perfect such status or the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate or certificates representing such shares) Parent Common Stock in accordance with Section 1.5(a) (and cash in lieu of fractional shares in accordance with Section 1.5(c)). (e) The Company shall give Parent (i) prompt notice of any written demand received by the Company prior to the Effective Time to require the Company to purchase shares of Company Common Stock pursuant to Chapter 13 of the CGCL and of any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the CGCL, and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such demand, notice or instrument upon the reasonable request of Parent. The Company shall not make any payment or settlement offer prior to the Effective Time with respect to any such demand unless Parent shall have consented in writing to such payment or settlement offer, which consent shall not be unreasonably withheld, and provided that Company may make payments or offers to settle such demands provided that (A) such settlement or payment is made in respect of "dissenting shares"; (B) the per share payment or settlement amount does not exceed the closing market price per share of the Company's Common Stock as of the last day of trading prior to the announcement of the Merger; and (C) the "dissenting shares" so settled do not exceed 10% of the outstanding Company Common Stock.

Conversion of Shares in the Merger. (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 any stockholder shareholder of the Company: (i) all Excluded Shares shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) subject to Sections 2.5(b1.5(b), 2.5(c1.5(c) and 2.5(d1.5(d), each share of Company Common Stock then issued and outstanding, other than Excluded Shares and Dissenting Shares (as defined in Section 2.8)Shares, if any, shall be converted into and shall be cancelled in exchange for the right to receive (A) that number of shares of Parent Common Stock equal to the Exchange RatioRatio multiplied by 0.81, plus (B) cash in the amount of the Exchange Ratio multiplied by 0.19 multiplied by the Average Parent Trading Price, plus (C) any cash in lieu of fractional shares of Parent Common Stock as set forth in Section 2.5(d1.5(c) (collectively, the "Merger Consideration"). The number ; provided, however, that in the event that the value of the cash and any consideration other than Parent Common Stock received or deemed to be received from Parent by holders of Company Common Stock pursuant to this Agreement exceeds twenty percent (20%) of the total value of (1) the Merger Consideration plus (2) any other consideration received or deemed to be received from Parent by holders of Company Common Stock (with the value (the "Tax Value") of each share of Parent Common Stock being equal to the closing sales price of shares of Parent Common Stock equal to the Exchange Ratio and the cash payable in lieu of fractional shares as specified in Section 2.5(d) with respect to each share of Company Common Stock are referred to as the "MERGER CONSIDERATION"; and (iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation. (b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock are affected by reason of any stock split, division or subdivision of shares, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Common Stock), reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Exchange Ratio, the Merger Consideration and any other amounts payable pursuant to the Offer or the Merger shall be appropriately adjusted to the extent the record date for, or the date of occurrence of, any such event is between the date of this Agreement and the effective time. (c) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued. Any holder of Company Common Stock who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, in lieu of such fraction of a share and, upon surrender of such holder's Company Stock Certificate(s) (as defined in Section 2.6), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, equal to the product obtained by multiplying (A) that fraction of a share of Parent Common Stock to which such stockholder is entitled (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such stockholder) by (B) the closing sales price of one share of Parent Common Stock on the Nasdaq National Market NYSE Composite Transaction Tape (as reported in The Wall Street Journal Journal, or, if not reported therein, any other authoritative source) on determined as of the date end of the most recent trading day prior to the Effective Time), then the sum of (x) the amount of cash payable pursuant to clauses (B) and (C) hereof and (y) the value of any other consideration other than Parent Common Stock received or deemed to be received from Parent by holders of Company Common Stock shall be reduced to an amount equal to nineteen percent (19%) of the Value of the Merger becomes effective.Consideration and the number of whole shares of Parent Common Stock issuable pursuant to clause (A) hereof shall be increased to an amount having a value (which value shall equal the sum of the Tax Values of such whole shares of Parent Common Stock) equal to eighty-one percent (81%) of the Value of the Merger Consideration; For purposes of this Agreement:

Conversion of Shares in the Merger. (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 any stockholder shareholder of the Company: (i) all Excluded Shares shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) subject to Sections 2.5(b), 2.5(cSection 1.5(b) and 2.5(dSection 1.5(c), each share of Company Common Stock then issued and outstanding, other than Excluded Shares and Dissenting Shares (as defined in Section 2.8)Shares, if any, shall be converted into the right to receive that number 0.4212 of shares a share (the “Exchange Ratio”) of Parent Common Stock equal to the Exchange Ratio, plus (together with any cash in lieu of fractional shares of Parent Common Stock as set forth in Section 2.5(dSection1.5(c). The number of shares of Parent Common Stock equal to , the Exchange Ratio and the cash payable in lieu of fractional shares as specified in Section 2.5(d) with respect to each share of Company Common Stock are referred to as the "MERGER CONSIDERATION"; and (iii) each share of the common stock, $0.001 par value per share, of “Merger Sub then outstanding shall be converted into one share of common stock of the Surviving CorporationConsideration”). (b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock are affected changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Common Stock)dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, including any such transaction with a record date between the date of this Agreement and the Effective Time, then the Exchange Ratio, the Merger Consideration and any other amounts payable pursuant to the Offer or the Merger Ratio shall be appropriately adjusted to the extent the record date for, or the date of occurrence of, for any such event is between the date of this Agreement and the effective timeEffective Time, so as to provide the holders of Company Common Stock and Parent the same economic effect as contemplated prior to such stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction. (c) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued. Any holder of Company Common Stock who would otherwise be entitled to receive a fraction of a share of Parent Common Stock pursuant to the Merger (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, in lieu of such fraction of a share and, and upon surrender of such holder's ’s Company Stock Certificate(s) (as defined in Section 2.61.6), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, equal to the product obtained by multiplying (A) that fraction of a share of Parent Common Stock to which such stockholder is shareholder would otherwise be entitled (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by issuable to such stockholderholder) by (B) the closing sales price of one (1) share of Parent Common Stock as reported on the Nasdaq National Market (as reported in The Wall Street Journal or, if not reported therein, any other authoritative source) on the date trading day immediately preceding the Effective Time. (d) At the Effective Time, by virtue of the Merger becomes effectiveand without any further action on the part of Parent, Merger Sub, the Company or any stockholder of Merger Sub, each share of Common Stock, par value $.001 per share, of Merger Sub then issued and outstanding shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $.001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares in the Merger. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, any holder of any capital stock of the Company or any stockholder of the Company: (i) all Excluded Shares shall be canceled and retired and shall cease to existexcept as set forth in this Section 3.1, and no consideration shall be delivered in exchange therefor; (ii) subject to Sections 2.5(b), 2.5(c) and 2.5(d)the other provisions of this Article III, each share of common stock, par value $.01 per share, of the Company issued and outstanding immediately prior to the Effective Time ("Company Common Stock then issued and outstanding, other than Excluded Shares Stock") (excluding any treasury shares and Dissenting Shares (as defined in Section 2.8), if any, Shares) shall be converted into the right to receive that number of validly issued, fully paid and nonassessable shares of common stock, $1.50 par value, of Parent ("Parent Common Stock Stock") equal to the Exchange RatioGame Price divided by the Viad Price (as such terms are defined in Schedule A), plus cash in lieu of fractional shares of Parent Common Stock subject to adjustment as set forth in Section 2.5(d). The subparagraph (b) below (such number of shares of Parent Common Stock equal to the Exchange Ratio and the cash payable in lieu of fractional shares as specified in Section 2.5(d) with respect to each share of Company Common Stock are being referred to hereinafter as the "MERGER CONSIDERATIONExchange Ratio"; and (iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation). (b) IfNotwithstanding the foregoing, if between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock are affected shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, division combination or subdivision exchange of shares, the Exchange Ratio shall be correspondingly adjusted to reflect such stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Common Stock)dividend, reverse stock split, consolidation of sharessubdivision, reclassification, recapitalization recapitalization, split, combination or other similar transaction, then the Exchange Ratio, the Merger Consideration and any other amounts payable pursuant to the Offer or the Merger shall be appropriately adjusted to the extent the record date for, or the date exchange of occurrence of, any such event is between the date of this Agreement and the effective timeshares. (c) If the Viad Price is greater than $21.20 per share, the Company may elect to terminate this Agreement upon written notice to the Parent. If the Viad Price is less than $17.20 per share, the Parent may elect to terminate this Agreement upon written notice to the Company. Any election to terminate pursuant to this subparagraph (c) must be made within one Business Day after the determination of the Viad Price. (d) At the Effective Time, all shares of Company Common Stock issued and outstanding shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive the Merger Consideration. The holders of certificates previously evidencing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to shares of Company Common Stock except as otherwise provided herein or by Applicable Law. Certificates previously evidencing shares of Company Common Stock shall be exchanged for certificates evidencing whole shares of Parent Common Stock issued in consideration therefor in accordance with the procedures of this Section 3.1 and upon the surrender of such certificates in accordance with the provisions of Section 3.2, without interest. No fractional shares of Parent Common Stock shall be issued, and, in lieu thereof, a cash payment or an adjustment in the number of shares issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued. Any holder made pursuant to Section 3.2(e). (e) At the Effective Time, each outstanding share of Company the Common Stock who would otherwise of Acquisition Sub shall automatically be entitled to receive a fraction of converted into a share of Parent Common Stock (after aggregating all fractional of the Surviving Corporation and such shares shall continue to be owned by Parent or a wholly-owned subsidiary of Parent Common Stock issuable to such holder) shall, in lieu of such fraction of a share and, upon surrender of such holder's Company Stock Certificate(s) (as defined in Section 2.6), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, equal to the product obtained by multiplying (A) that fraction of a share of Parent Common Stock to which such stockholder is entitled (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such stockholder) by (B) the closing sales price of one share of Parent Common Stock on the Nasdaq National Market (as reported in The Wall Street Journal or, if not reported therein, any other authoritative source) on the date the Merger becomes effectiveParent.