Common use of Conversion of Shares of Company Common Stock Clause in Contracts

Conversion of Shares of Company Common Stock. Subject to the allocation and election procedures in Section 2.4(b), each share of common stock, par value $1.00 per share, of the Company (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (each, a “Company Share”) (other than Cancelled Shares) shall, subject to Section 2.4(g), be converted into the right to receive and become exchangeable for 0.1000 (the “Base Exchange Ratio”) of a fully paid and nonassessable share of Parent Common Stock (the “Base Consideration”), without interest, plus either: (i) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked or redeemed pursuant to Section 2.4, and for each share of Company Common Stock with respect to which a stockholder has not made a Cash Election or a Stock Election (as defined below) (“No Election Shares”), an amount in cash equal to $0.1832 per share (the “Additional Cash Consideration” and, together with the Base Consideration, the “Cash Election Consideration”), without interest; provided, that to the extent the aggregate Additional Cash Consideration to be paid to any holder of shares of Company Common Stock for all such holder’s shares of Company Common Stock held in a single account would result in such stockholder being entitled to a fraction of a cent in cash with respect to the shares of Company Common Stock held in such account, such aggregate amount shall be rounded down to the nearest whole cent; or (ii) for each share of Company Common Stock with respect to which an election to receive additional Parent Common Stock (a “Stock Election”) has been effectively made and not revoked pursuant to Section 2.4, 0.0079 (the “Additional Stock Election Exchange Ratio”) of a fully paid and nonassessable share of Parent Common Stock (the “Additional Stock Consideration” and, together with the Base Consideration, the “Stock Election Consideration”), without interest. All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate (each, a “Certificate”) or of shares in book-entry form (each, a “Book-Entry Share”) that immediately prior to the Effective Time represented any such Company Shares shall cease to have any rights with respect thereto, except for the right to receive the Merger Consideration and any dividends or distributions to which holders became entitled upon the surrender of such Certificate or Book-Entry Share in accordance with Section 2.4(b), without interest.

Conversion of Shares of Company Common Stock. Subject to the allocation and election procedures in Section 2.4(b)-------------------------------------------- 1.3(d) hereof, each share of common stock, par value $1.00 per share, of the Company (the “Company Common Stock”) Stock issued and outstanding immediately prior to the Effective Time (each, a “Company Share”) (other than Cancelled Sharesshares of Company Common Stock referred to in the first sentence of Section 1.2(a) hereof and Dissenting Shares (as defined in Section 1.2(c)) shall, subject to Section 2.4(g)by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive and become exchangeable for 0.1000 (the “Base Exchange Ratio”) an amount of a fully paid and nonassessable share of Parent Common Stock (the “Base Consideration”)cash, without interest, plus either: equal to the Merger Consideration. "Merger Consideration" shall mean the quotient obtained by dividing (ix) for each share of Company Common Stock with respect to which an election to receive cash (a “the Cash Election”) has been effectively made and not revoked or redeemed pursuant to Section 2.4, and for each share of Company Common Stock with respect to which a stockholder has not made a Cash Election or a Stock Election Amount (as defined below) by (“No Election Shares”), an amount in cash equal to $0.1832 per share y) the sum of (A) the “Additional Cash Consideration” and, together with the Base Consideration, the “Cash Election Consideration”), without interest; provided, that to the extent the aggregate Additional Cash Consideration to be paid to any holder number of shares of Company Common Stock for all such holder’s outstanding as of the Effective Time (including shares deemed outstanding pursuant to Sections 1.4(b) and 1.5 hereof), (B) the number of shares of Company Common Stock held in a single account would result in such stockholder being entitled subject to a fraction Company Options for which the Option Cash - Out Amount has or will be paid pursuant to Section 1.4(c), and (C) the number of a cent in cash with respect to the shares of Company Common Stock held in such account, such aggregate amount shall be rounded down subject to the nearest whole cent; or Company Warrant for which the Warrant Cash - Out Amount has or will be paid. The "Cash Amount" shall equal $750,000,000, plus Option Proceeds, less the Capitalization Amount, less Net Transaction Tax Liability, less Pharma Costs, less Repurchase Costs, less Transaction Expenses (iieach, without duplication). "Option Proceeds" shall mean the aggregate exercise price of (aa) for each share all Company Options deemed to be exercised pursuant to Section 1.4(b), (bb) the Company Warrant, if and to the extent exercised after the date hereof, (cc) all shares of Company Common Stock with respect subject to Company Options for which an election to receive additional Parent Common Stock (a “Stock Election”) the Option Cash - Out Amount has been effectively made and not revoked or will be paid pursuant to Section 2.4, 0.0079 (the “Additional Stock Election Exchange Ratio”) of a fully paid and nonassessable share of Parent Common Stock (the “Additional Stock Consideration” and, together with the Base Consideration, the “Stock Election Consideration”1.4(c), without interest. All such (dd) the Company Warrant, if the Warrant Cash - Out Amount has or will be paid pursuant to Section 1.4(d) and (ee) the aggregate purchase price of shares of Company Common Stock purchased pursuant to Section 1.5. "Capitalization Amount" shall mean the amount of cash and the fair market value of any property contributed by the Company or any Subsidiary of the Company other than Catalytica Combustion Systems, Inc. ("CCSI") or Catalytica Advanced Technologies, Inc. ("CAT") to the Energy Business (as defined in Section 1.6) after June 30, 2000, excluding the cancellation of any outstanding intercompany accounts, notes or payables; provided, however, that for purposes of determining the Cash Amount: (i) no capital contribution of cash or property shall be deemed to have occurred in connection with the exercise of any option to purchase capital stock of the Company or any Subsidiary as a result of the application of Treas. Reg. (S)1.1032-3 or any similar state law and (ii) any deduction allowable for federal, state, or local income tax purposes to Spinco in connection with the exercise of any option to purchase stock of the Company or any Subsidiary shall not be taken into account to the extent such amounts have been taken into account in determining Net Transaction Tax Liability. "Pharma Costs" shall mean the aggregate amount of cash and the fair market value of property (other than Company Common Stock) paid or payable by the Company, when so convertedPharma (as hereinafter defined) or any Subsidiary of the Company other than CCSI or CAT (a "Non-Energy Subsidiary") in order to assure that 100% of the fully- diluted equity of Pharma shall be owned by the Company as of the Effective Time, shall no longer be outstanding free and shall automatically be cancelled clear of all liens, charges and shall cease to existencumbrances and that, immediately prior to, and each holder of a certificate (eachat, a “Certificate”) or of shares in book-entry form (each, a “Book-Entry Share”) that immediately prior to the Effective Time represented Time, there are no issued or outstanding (i) securities of any person convertible into or exchangeable for shares of capital stock or voting securities of any entity comprising Pharma, (ii) options, warrants, preemptive or other rights to acquire from any entity comprising Pharma, and no obligation of any such Company Shares shall cease entity to have issue, any capital stock or voting securities of any such entity, or (iii) equity equivalent interests in the ownership or earnings of any entity comprising Pharma or other similar rights with respect thereto, except for (the right to receive the Merger Consideration and any dividends or distributions to which holders became entitled upon the surrender of such Certificate or Book-Entry Share items in accordance with Section 2.4(bclauses (i), without interest.(ii), and (iii) being referred to collectively as "Pharma Rights"). "Repurchase Costs" shall mean the aggregate amount of cash and the fair market value of property (other than Company Common Stock), if any, paid or payable by the Company or any

Conversion of Shares of Company Common Stock. Subject to the allocation Each issued and election procedures in Section 2.4(b), each -------------------------------------------- outstanding share of common stockCommon Stock, par value $1.00 .20 per share, of the Company (the “"Company Common Stock”") issued and outstanding immediately prior to the Effective Time (each, a “Company Share”) (other than Cancelled Shares) shall, subject to Section 2.4(g), shall be converted into the right to receive and become exchangeable for 0.1000 (the “Base Exchange Ratio”) of a fully paid and nonassessable share of Parent Common Stock (the “Base Consideration”), without interest, plus either: (i) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked or redeemed pursuant to Section 2.4, and for each share of Company Common Stock with respect to which a stockholder has not made a Cash Election or a Stock Election Merger Consideration (as defined below) (“No Election Shares”herein). At the Effective Time, an amount in cash equal to $0.1832 per share (the “Additional Cash Consideration” and, together with the Base Consideration, the “Cash Election Consideration”), without interest; provided, that to the extent the aggregate Additional Cash Consideration to be paid to any holder of all such shares of Company Common Stock for all such holder’s shares of Company Common Stock held in a single account would result in such stockholder being entitled to a fraction of a cent in cash with respect to the shares of Company Common Stock held in such account, such aggregate amount shall be rounded down to the nearest whole cent; or (ii) for each share of Company Common Stock with respect to which an election to receive additional Parent Common Stock (a “Stock Election”) has been effectively made and not revoked pursuant to Section 2.4, 0.0079 (the “Additional Stock Election Exchange Ratio”) of a fully paid and nonassessable share of Parent Common Stock (the “Additional Stock Consideration” and, together with the Base Consideration, the “Stock Election Consideration”), without interest. All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate (each, a “Certificate”) or of shares in book-entry form (each, a “Book-Entry Share”) that immediately prior to the Effective Time represented representing any such shares of Company Shares Common Stock shall cease to have any rights with respect thereto, except for the right to receive the Merger Consideration and any dividends or distributions to which holders became entitled be issued in consideration therefor upon the surrender of such Certificate or Book-Entry Share certificate in accordance with Section 2.4(b)2.2, without interest. The term "Merger Consideration" shall mean, for each share of Company Common Stock, a number of fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Metromedia (the "Metromedia Common Stock") equal to a fraction (rounded to the fourth decimal point) (the "Exchange Ratio"), the numerator of which is 5 and the denominator of which is the average of the last sale prices for the Metromedia Common Stock as reported on the American Stock Exchange ("AMEX") for the last 20 consecutive trading days ending on the date (the "Determination Date") which is five business days prior to the Metromedia Stockholders' Meeting (as defined in Section 4.3(c) hereof) including both the day of the Metromedia Stockholders' Meeting and the day of the Determination Date in such determination (the "Average Closing Price"); provided, that, if the Average -------- ---- Closing Price is below $12.50 it shall be deemed to be $12.50 and if the Average Closing Price is greater than $16.50, it shall be deemed to be $16.50. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Metromedia Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Exchange Ratio shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.