Common use of Conversion of Shares Clause in Contracts

Conversion of Shares. At the Effective Time: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time: (a) except Except as otherwise provided in Section 2.02(b), Section 2.02(c) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 20.00 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (bConsideration to be paid in accordance with Section 2.03, without interest. Notwithstanding the foregoing, any Merger Consideration payable to the Xxxxx Investors pursuant to this Section 2.02(a) each share in respect of the shares of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries such Xxxxx Investors immediately prior to the Effective Time shall only be paid to the extent, and otherwise on the terms and subject to the conditions, set forth in the Investment Letter Agreement. (b) Each share of Company Stock held by the Company as treasury stock or owned by Parent or MergerSub immediately prior to the Effective Time (other than shares held for the account of clients, customers or other Persons), and the Rollover Shares, shall be canceled, and no payment shall be made with respect thereto; and. (c) Each share of Company Stock held by any Subsidiary of the Company immediately prior to the Effective Time shall be converted into such number of shares of stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time. (d) Each share of common stock of Merger Subsidiary MergerSub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation (except for any such shares resulting from the conversion of shares of Company Stock pursuant to Section 2.02(c)).

Conversion of Shares. (a) At the Effective Time: (ai) except as otherwise provided in Section 2.02(b2.02(a)(ii), Section 2.02(a)(iii) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive (i) 0.3885 (the “Exchange Ratio”) shares of Parent Common Stock (the “Per Share Stock Consideration”) and (ii) $18.30 27.30 in cashcash (the “Per Share Cash Consideration”, without interest (such per share amountand, together with the Per Share Stock Consideration, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and without interest; (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company as treasury stock or owned by Parent or Merger Subsidiary immediately prior to the Effective Time (other than any such shares owned by Parent or any of its Subsidiaries immediately prior to the Effective Time in a fiduciary, representative or other capacity on behalf of other Persons, whether or not held in a separate account) shall be canceled, and no payment shall be made with respect thereto; (iii) each share of Company Common Stock held by any Subsidiary of either the Company or Parent (other than Merger Subsidiary) immediately prior to the Effective Time shall be converted into a number of shares of common stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding common stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned of the outstanding capital stock of the Company immediately prior to the Effective Time; and (civ) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation (except for any such shares resulting from the conversion of shares of Company Common Stock pursuant to Section 2.02(a)(iii)). (b) As of the Effective Time, all outstanding shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (x) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (y) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company shall thereafter represent only the right to receive the Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(f) and any cash in lieu of any fractional share of Parent Common Stock pursuant to Section 2.07, in each case to be issued or paid in accordance with Section 2.03, without interest

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Purchaser, Merger Sub or the Company or any holder of Shares: (a) except Each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to clause (b) below and any Dissenting Shares (as otherwise provided hereinafter defined)) shall be converted automatically as of the Effective Time into the right to receive, subject to compliance with the provisions of Section 3.02 hereof, an amount in cash per Share equal to the Offer Price (the "Merger Consideration"), without interest. Each certificate previously evidencing any such share shall, after the Effective Time, represent only such right to receive, subject to compliance with the provisions of Section 2.02(b) or Section 2.043.02 hereof, each share the Merger Consideration. The holders of Company Common Stock (including each Company Restricted Share) such certificates previously evidencing such Shares outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior have any rights with respect to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationShares except as otherwise provided herein or by law. (b) Each Share and each share of Company Common Class C Stock or other class or series of capital stock (i) held by in the treasury of the Company or by any wholly-owned subsidiary of the Company or (ii) owned by Parent Parent, Purchaser or any of its Subsidiaries immediately prior to the Effective Time Merger Sub, shall automatically be canceled, retired and cease to exist without any conversion thereof and no payment shall be made with respect thereto; and. (c) each Each share of common stock stock, par value $.01 per share, of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holder of any of the securities specified below: (a) except Each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled pursuant to Section 1.06(b) and other than any Dissenting Shares (as otherwise provided hereinafter defined)) shall be converted into the right to receive the Per Share Amount in cash payable to the holder thereof, without interest, upon surrender of the certificate representing such Share in accordance with Section 2.02(b) or Section 2.041.08 hereof. From and after the Effective Time, each share the holders of Company Common Stock (including each Company Restricted Share) certificates evidencing ownership of Shares outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior have any rights with respect to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationShares except as otherwise provided for herein or by applicable law. (b) each share of Company Common Stock held Each Share owned by the Company or owned by Parent or any of its Subsidiaries subsidiaries, Parent, Merger Sub or any direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time shall be canceledcancelled, and no payment or other consideration shall be made with respect thereto; and. (c) each share The shares of Merger Sub's common stock, par value $.01 per share, issued and outstanding immediately prior to the Merger shall be converted into and constitute a number of validly issued, fully paid and nonassessable shares of common stock of the Surviving Corporation equal to the number of Shares owned by Parent, Merger Subsidiary Sub or any direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time. (d) The fact that any Share which is issued and outstanding immediately prior to the Effective Time is restricted and/or not yet vested under any Company stock purchase or stock grant plan, shall be converted into and become one share of common stock not affect the right of the Surviving Corporation with holder thereof to receive the same rights, powers Per Share Amount and privileges all such Shares shall without action by any party be deemed to be vested as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving CorporationEffective Time, any provision of any such plan or this Agreement to the contrary notwithstanding.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of Company Shares or any holder of limited liability company interests of Merger Sub: (a) except Except as otherwise provided in Section 2.02(b) or Section 2.042.02(d), each share of common stock of the Company, par value $0.01 per share (each a “Company Common Stock (including each Share” and collectively, the “Company Restricted Share) Shares”), outstanding immediately prior to the Effective Time (including the Company Restricted Stock which shall also be governed by Section 2.04(d) below) shall be converted into the right to receive $18.30 2.3234 shares of common stock of Parent, each without par value (each a “Parent Share” and collectively, the “Parent Shares”) (together with any cash proceeds from the sale of fractional Parent Shares as specified in cash, without interest (such per share amountSection 2.06, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationConsideration and the right to receive any dividends or other distributions pursuant to Section 2.03(f), in each case, to be issued or paid in accordance with Section 2.03, without interest and subject to any withholding of Taxes required by Applicable Law. (b) each share of Each Company Common Stock Share held by the Company as treasury stock (other than Company Shares subject to or issuable in connection with an Employee Plan of the Company) or owned by Parent or any of its Subsidiaries Merger Sub immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and. (c) each share The limited liability company interests of Merger Sub outstanding immediately prior to the Effective Time shall collectively be converted into and become 1,000 shares of common stock of the Surviving Corporation. (d) Each Company Share held by any Subsidiary of either the Company or Parent (other than Merger Subsidiary outstanding Sub) immediately prior to the Effective Time shall be converted into and become one share such number of common shares of stock of the Surviving Corporation with such that each such Subsidiary owns the same rights, powers and privileges as percentage of the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holder of any of the following securities: (a) except Each Share issued and outstanding immediately before the Effective Time (other than any Shares to be cancelled pursuant to Section 1.6(b) hereof and any Dissenting Shares (as otherwise provided hereinafter defined)) shall be cancelled and extinguished and be converted into the right to receive the Per Share Amount (the "Merger Consideration") in cash payable to the holder thereof, without interest, promptly upon surrender of the certificate representing such Share or appropriate proof of lost certificates, in accordance with Section 2.02(b) or Section 2.041.8 hereof. From and after the Effective Time, each share the holders of Company Common Stock (including each Company Restricted Share) certificates evidencing ownership of any such Shares outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior have any rights with respect to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationShares except as otherwise provided for herein or by applicable Law. (b) each share Each Share held in the treasury of Company Common Stock held by the Company or and each Share owned by Parent or any direct or indirect wholly owned Subsidiary of its Subsidiaries Parent immediately prior to before the Effective Time Time, including without limitation Merger Sub, shall be canceled, cancelled and extinguished and no payment or other consideration shall be made with respect thereto; and. (c) each share The shares of Merger Sub common stock of Merger Subsidiary outstanding immediately prior to the Effective Time Merger shall be converted into one validly issued, fully paid and become one non-assessable share of the common stock of the Surviving Corporation with (the same rights"Surviving Corporation Common Stock"), powers and privileges as which one share of the shares so converted and Surviving Corporation Common Stock shall constitute all of the only issued and outstanding shares of capital stock of the Surviving CorporationCorporation and shall be owned by Parent.

Conversion of Shares. At the Effective Time: (a) except Except as otherwise provided in Section 2.02(b3.2(b) or Section 2.043.4, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any shares of Company Capital Stock or shares of Merger Sub, each share of Company Common Stock (including each Company Restricted Share) Share outstanding immediately prior to the Effective Time (other than Shares held by Parent, Merger Sub or their affiliates (as defined in Section 251(h) of the DGCL) and Dissenting Shares) shall be converted into the right to receive $18.30 the Offer Price in cashcash without interest, without interest less any required withholding pursuant to Section 3.8 (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which shall thereafter represent only the right to receive the Merger Consideration in accordance with Section 3.3 and Section 3.8. From and after the Effective Time, the holders of Certificates or book-entry Uncertificated Shares outstanding immediately prior to the Effective Time represented shall cease to have any rights with respect to such shares of Company Common Stock (eachShares except as specifically provided in this Agreement or by applicable Law, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only including the right to receive the Merger Consideration. (b) each share of Company Common Stock Each Share held by the Company as treasury stock or owned by Parent Parent, Merger Sub or any their affiliates (as defined in Section 251(h) of its Subsidiaries the DGCL) immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and. (c) each Each share of common stock of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation as of immediately following the Effective Time.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary or the holders of any shares of Company Common Stock or any shares of capital stock of Parent or Merger Subsidiary: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each share of Company Common Stock (including and each Company Restricted Share) Share outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 15.00 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective TimeTime and by virtue of the Merger and without any action on the part of the holders of Shares or shares of the capital stock of Merger Subsidiary: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each Each share of capital stock of the Company Common Stock (including each held by the Company Restricted Share) outstanding as treasury stock or owned by Buyer, Merger Subsidiary or any subsidiary of either of them immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, including without limitation all such shares of Company Common Shares acquired in the Stock shall no longer be outstanding Purchase and shall automatically be canceled and retired and shall cease all Top-Up Shares acquired pursuant to existSECTION 2.01(e), and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and; (cb) each Each share of common capital stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common capital stock of the Surviving Corporation with the same rights, powers rights and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (c) Each Share outstanding immediately prior to the Effective Time shall, except as otherwise provided in clause (a) above or as provided in SECTION 2.04 with respect to Shares as to which appraisal rights have been exercised, be converted into the right to receive the Per Share Purchase Price or, if greater, the price per Share paid in the Stock Purchase, in cash without interest (the “Merger Consideration”). As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive upon the surrender of such certificates, the Merger Consideration.

Conversion of Shares. (a) At the Effective Time:, without any action on the part of Parent, Merger Sub or the Company or the holder of any capital stock of Parent, Merger Sub or the Company, all shares of common stock, par value $0.0001, of the Company (the “Company Common Stock”) shall no longer be outstanding and shall be cancelled automatically and shall cease to exist, and each holder of a certificate representing any Shares shall cease to have any rights with respect thereto, except the right to receive, without interest, the applicable portion of the Merger Consideration, upon the surrender of such certificate in accordance with Section 2.10. Schedule 2.8 hereof sets forth: (i) the name of each Company Stockholder; (ii) the portion of the Initial Merger Consideration payable to each Company Stockholder at Closing assuming full compliance with the payment procedures contained in Section 2.10; (iii) the amount, expressed as a percentage of each Milestone Payment Amount, payable to each Company Stockholder, if any such Milestone Payment Amounts become payable pursuant to the terms hereof; and (iv) the Royalties payable to each Company Stockholder, if any, expressed as a percentage of the total Royalties payable. (ab) except as otherwise provided in Section 2.02(bAt the Effective Time, each share of common stock, $0.0001 par value, of Merger Sub shall be converted into and exchanged for one (1) or Section 2.04newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. (c) At the Effective Time, each share of Company Common Stock (including each held in the treasury of the Company Restricted Share) outstanding or owned by the Company immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cashshall, without interest (such per share amount, the “Merger Consideration”). As by virtue of the Effective TimeMerger and without any action on the part of the Company or the holder thereof, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, extinguished and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except as otherwise provided in Section 2.02(b), Section 2.02(c) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be cancelled and converted into the right to receive (x) $18.30 21.75 in cash, without interest (such per the “Cash Consideration”) and (y) 0.2675 of a share amountof Parent Common Stock (the “Stock Consideration” and, together with the Cash Consideration the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationConsideration to be paid in accordance with Section 2.03, without interest. (b) each share of Company Common Stock held by the Company as treasury stock or owned by Parent or any of its Subsidiaries Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Stock held by any Subsidiary of either the Company or Parent (other than Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.001 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned of the Company immediately prior to the Effective Time; and (cd) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock stock, par value $0.001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and and, together with the shares described in Section 2.02(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At As of the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each Each share of Company Common Stock (including each Company Restricted Share) capital stock of Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one fully paid and non-assessable share of common stock of the Surviving Corporation. (b) All shares of common stock, no par value per share, of Company ("Company Common Stock") or other capital stock of Company that are owned by Parent shall be canceled and retired and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. (c) Subject to Section 1.3(c) and Section 1.7, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 1.2(b)) shall be converted into a right to receive that number of shares of Parent Common Stock, par value $18.30 in cash, without interest (such .60 per share amount("Parent Common Stock"), that could be purchased for $11.88 based on the “Merger Consideration”average of the closing price per share of the Parent Common Stock on the New York Stock Exchange, Inc. ("NYSE") during the ten (10) consecutive trading days ending on the third full trading day immediately preceding the Effective Time (the "Exchange Ratio"). As of the Effective Time, all All such shares of Company Common Stock Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate previously representing any such shares (a "Certificate") shall thereafter represent the right to receive that number of shares of Parent Common Stock into which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share have been converted. Certificates previously representing shares of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceledexchanged for certificates representing whole shares of Parent Common Stock, and no payment shall be made cash in lieu of any fractional share, issued in consideration therefor upon the surrender of such Certificates in accordance with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rightsSection 1.3, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporationwithout interest.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (ai) except as otherwise provided in Section 2.02(b) or Section 2.04, each share of Company First Security Common Stock (including each Company Restricted Share) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares or as set forth in Section 2.05(a)(ii)) shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all All such shares of Company First Security Common Stock Stock, when so converted, shall no longer be outstanding and shall be deemed to have been automatically be canceled cancelled and retired and shall cease to exist, and (i) each holder of a certificate or certificates which immediately prior to the Effective Time represented any such shares of Company First Security Common Stock shall cease to have any rights with respect thereto, except (each, a “Certificate”i) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the applicable Merger Consideration, without interest, and (ii) such rights, if any, as such holder may have pursuant to the KBCA; and (ii) any shares of First Security Common Stock that are owned or held by any of the First Security Subsidiaries (except shares held in a fiduciary or agency capacity by a First Security Subsidiary), shall cease to exist, and the certificates for such shares shall as promptly as practicable be canceled and no Merger Consideration shall be delivered in exchange therefor. (b) At the Effective Time, each share of Company Merger Subsidiary Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, issued and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall, ipso facto, constitute the same number of shares of the Surviving Cor-poration, all of which shall be converted into and become one owned of record by AFB. (c) Each share of common stock of AFB issued and outstanding immediately before the Surviving Corporation with Effective Time shall remain unchanged by the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving CorporationMerger.

Conversion of Shares. At the Effective Time: (a) except Except as otherwise provided in Section 2.02(b) ), 2.02(d), 2.05 or Section 2.042.07, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive (i) 0.1802 shares of Parent Stock (together with the cash in lieu of fractional shares of Parent Stock as specified below, the “Per Share Stock Consideration”) and (ii) an amount in cash equal to $18.30 in cash16.35, without interest (such per share amount, the “Per Share Cash Consideration”). The Per Share Stock Consideration and the Per Share Cash Consideration are referred to collectively herein as the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationConsideration and the right to receive any dividends or other distributions pursuant to Section 2.03(f), in each case to be issued or paid in accordance with Section 2.03, without interest. (b) each Each share of Company Common Stock held by the Company as treasury stock or owned by Parent or any of its Subsidiaries Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and. (c) each Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges preferences as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation (except for any such shares resulting from the conversion of shares pursuant to Section 2.02(d)). (d) Each share of Company Stock held by any Subsidiary of either the Company or the Parent (other than Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time.

Conversion of Shares. At The manner and basis of converting the Effective Timeshares of each of the Constituent Corporations shall be as follows: (a) except At the Effective Time, each share of common stock of the Company, par value $.01 per share (the "Company Common Stock"), which is issued and outstanding immediately prior to the Effective Time (other than (i) Dissenting Shares (as otherwise hereinafter defined), and (ii) shares of Company Common Stock held of record by Buyer, LOL Subsidiary or Acquisition or any other direct or indirect Subsidiary of Buyer or the Company immediately prior to the Effective Time) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and represent the right to receive (as provided in Section 2.02(b1.09(a) or Section 2.04hereof) $23.00 in cash (the "Merger Consideration"), prorated for fractional shares, if any. (b) At the Effective Time, each share of common stock of Acquisition, par value $.01 per share, which is issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and exchanged for one share of common stock of the Surviving Corporation, which shall constitute the only issued and outstanding shares of capital stock of the Surviving Corporation immediately after the Effective Time. (c) At the Effective Time, each share of Company Common Stock (including held of record by Buyer, LOL Subsidiary or Acquisition or any other direct or indirect Subsidiary of Buyer or the Company immediately prior to the Effective Time and each share of Company Restricted Share) outstanding Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be converted into the right canceled and cease to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of exist at and after the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each Each share of common stock, $0.001 par value per share, of the Company Common Stock (including each “Company Restricted ShareShares”) issued and outstanding immediately prior to the Effective Time (other than Company Shares owned beneficially by the Parent or the Acquisition Subsidiary and Dissenting Shares (as defined below)) shall be converted into and represent the right to receive (subject to the provisions of Section 1.9) such number of shares of common stock, $18.30 in cash0.001 par value per share, without interest of the Parent (such per share amount, “Parent Common Stock”) as is equal to the “Merger Consideration”Common Conversion Ratio (as defined below). As An aggregate of the Effective Time, all such 4,087,500 shares of Company Parent Common Stock shall no longer be outstanding and issued to the stockholders of the Company in connection with the Merger. (b) The “Common Conversion Ratio” shall automatically be canceled and retired and shall cease to exist, and obtained by dividing (i) each certificate which 4,087,500 shares of Parent Common Stock by (ii) the total number of outstanding Company Shares immediately prior to the Effective Time represented any such on a diluted basis after giving effect to the exercise of all outstanding options (“Options”), warrants (“Warrants”) and other rights to acquire Company Shares other than warrants to purchase 1,166,996 shares of Company Common Stock stock at $1.20 per share (each, a the “CertificateSeed Round Warrants”). The Seed Round Warrants are described in Section 2.2 of the Company Disclosure Schedule. Stockholders of record of the Company as of the Closing Date (the “Indemnifying Stockholders”) and (ii) each uncertificated share shall be entitled to receive immediately 100% of Company the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5 (an the “Uncertificated ShareMerger Shares”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration). (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each Each issued and outstanding share of common stock stock, par value $0.001 per share, of Merger the Acquisition Subsidiary outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and become one nonassessable share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCommon Stock.

Conversion of Shares. At the Effective Time: (a) except Except as otherwise provided in Section 2.02(b) ), Section 2.02(c), Section 2.04 or Section 2.042.05, each share of Company Common Stock (including each Company Restricted Share) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 12.50 in cash, without interest (such per share amount, the “Merger Consideration”), payable to the holder of such share of Company Stock, upon surrender in accordance with Section 2.03. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationConsideration to be paid in accordance with Section 2.03, without interest. (b) each Each share of Company Common Stock held by the Company as treasury stock or owned by Parent or any of its Subsidiaries Merger Subsidiary immediately prior to the Effective Time shall be canceledcanceled without any conversion thereof and shall cease to exist, and no payment shall be made with respect thereto; and. (c) Each share of Company Stock held by any Subsidiary of either the Company or Parent immediately prior to the Effective Time shall be converted into such number of validly issued, fully-paid and non-assessable shares of stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time. (d) Each share of common stock of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully-paid and non-assessable share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation (except for any such shares resulting from the conversion of shares of Company Stock pursuant to Section 2.02(c)).

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary or the Company or the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Merger Subsidiary: (a) except as otherwise provided in Section 2.02(b) or Section 2.043.2(b), each share of Company Common Stock (including each Company Restricted Share) Share outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cashthe Offer Price, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (iA) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (iiB) each uncertificated share of Company Common Stock (an “Uncertificated Share”) ), which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration.; (b) each share of Company Common Stock Share held by the Company or any of its Subsidiaries or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. (a) At the Effective TimeTime by virtue of the Merger and without any action on the part of the holder thereof: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company as treasury stock or owned by Parent or any subsidiary of its Subsidiaries Parent or the Company immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and; (cii) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (iii) each share of Company Common Stock outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 1.2(a)(i), be converted into the right to receive 1.875 shares of Parent Common Stock (the "Exchange Ratio"). (b) All Parent Common Stock issued as provided in Section 1.2(a)(iii) shall be of the same class and shall have the same terms as the currently outstanding Parent Common Stock. The shares of Parent Common Stock to be received as consideration pursuant to the Merger with respect to shares of Company Common Stock (together with cash in lieu of fractional shares of Parent Common Stock as specified below) is referred to herein as the "Merger Consideration." (c) From and after the Effective Time, all shares of Company Common Stock converted in accordance with Section 1.2(a)(iii) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares (a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and any dividends payable pursuant to Section 1.3(f). From and after the Effective Time, all certificates representing the common stock of Merger Subsidiary shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with Section 1.2(a)(ii).

Conversion of Shares. At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any capital stock of Parent, Merger Sub or the Company: (a) except as otherwise provided in Section 2.02(b2.03(b), Section 2.03(c), Section 2.03(d) or Section 2.042.05, each share of Company Common Stock (including each Company Restricted Share) issued and outstanding immediately prior to the Effective Time shall be automatically canceled and converted into the right to receive $18.30 3.21 in cash, cash without interest (such per share amount, the “Per Share Merger Consideration”), subject to applicable withholdings, if any, pursuant to Section 2.09). As of the Effective Time, all such shares of Company Common Stock shall no longer be issued and outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (i“Certificate”) each certificate which immediately prior to the Effective Time represented representing any such shares of Company Common Stock (eachshall cease to have any rights with respect thereto, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only except the right to receive the Per Share Merger Consideration.Consideration for each share upon surrender of such Certificate in accordance with Section 2.04, without interest; (b) each share of Company Common Stock held owned by the Company or and any shares of Company Common Stock owned by Parent or Merger Sub (or any of its Subsidiaries their respective Affiliates) immediately prior to the Effective Time (including as may be provided in a Support Agreement), shall automatically be canceled and shall cease to exist and no consideration shall be canceleddelivered in exchange therefor; (c) each Escrow Share shall become releasable to the Company for cancellation, and with no payment shall be made with respect theretoconsideration payable to any holder thereof; and (cd) each share of common stock of Merger Subsidiary Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one fully paid, nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares share of capital stock of the Surviving Corporation.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof: (ai) except as otherwise provided in Section 2.02(b) or Section 2.04, each share of common stock, no par value per share, of the Company, together with the associated Company Right (collectively, the "Company Common Stock (including each Company Restricted Share) Stock"), outstanding immediately prior to the Effective Time shall shall, except as otherwise provided in Section 2.2(a)(ii), be converted into the right to receive an amount in cash equal to $18.30 in cash, without interest 32.75 (such per share amount, the “"Merger Consideration”"). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and ; (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock Stock, held by the Company or owned by Parent or any of its Subsidiaries as treasury stock immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (ciii) each share of common stock stock, no par value per share, of Merger Subsidiary ("Merger Subsidiary Common Stock") outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the share so converted, and the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (b) From and after the Effective Time, all shares of Company Common Stock converted in accordance with Section 2.2(a)(i), and all shares of Company Common Stock canceled pursuant to Section 2.2(a)(ii) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any shares of Company Common Stock (a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to which such holder is entitled. From and after the Effective Time, all certificates representing Merger Subsidiary Common Stock shall be deemed for all purposes to represent only the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with Section 2.2(a)(iii).

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the Company or the holders of any shares of Company Stock or any shares of capital stock of Parent or Merger Subsidiary: (a) except Except as otherwise provided in Section 2.02(b) ), Section 2.02(c), Section 2.04, or Section 2.042.05, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time (together with any Company Rights attached to each such share) shall be converted into the right to receive $18.30 90.00 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationConsideration to be paid in accordance with Section 2.03, without interest. (b) each Each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time (other than shares held for the account of clients, customers or other Persons) together with any Company Rights attached to each such share shall be canceled, and no payment shall be made with respect thereto; and. (c) Each share of Company Stock held by any Subsidiary of either the Company or Parent immediately prior to the Effective Time shall be converted into such number of shares of stock of the Surviving Corporation such that each such Subsidiary owns the same percentage in the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time. (d) Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and and, except as provided in Section 2.02(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time: (a) except as otherwise provided in Section 2.02(b) or Section 2.04Sections 2.05 and 2.06, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 the number of shares of Parent Common Stock represented by the Exchange Ratio (together with the cash in cash, without interest (such per share amountlieu of fractional shares of Parent Stock as specified in Section 2.06, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration.; (b) each share of Company Common Stock held by the Company as treasury stock or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and; (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (d) the shares of Parent Common Stock to be issued as part of the Merger Consideration will have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable and the issuance thereof will not be subject to any preemptive or other similar right.

Conversion of Shares. (a) At the Effective Time: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each share of Company the Company’s common stock, $.01 par value per share (the “Common Stock (including each Company Restricted Share) Stock”), issued and outstanding immediately prior to the Effective Time shall (other than shares of Common Stock to be cancelled pursuant to Section 3.1(c) and Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive $18.30 4.80 in cash, without interest cash (such per share amount, the “Merger Consideration”). As ) without any interest thereon. (b) Each share of common stock, $.01 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, at the Effective Time, all such by virtue of the Merger and without any action on the part of Parent, be converted into one fully paid and nonassessable share of the common stock, $.01 par value per share, of the Surviving Corporation. (c) Any shares of Company Common Stock shall no longer owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent shall, at the Effective Time, be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (id) At the Effective Time, each certificate which share of Common Stock shall be automatically cancelled and shall cease to exist, and the holders immediately prior to the Effective Time represented any such of shares of Company outstanding Common Stock not represented by certificates (each, a “CertificateBook Entry Shares”) and (ii) each uncertificated share the holders of Company Common Stock (an “Uncertificated Share”) which certificates that, immediately prior to the Effective Time was registered Time, represented shares of outstanding Common Stock (the “Certificates”) shall cease to a holder on the stock transfer books have any rights with respect to such shares of the Company, shall thereafter represent only Common Stock other than the right to receive receive, upon surrender of such Book Entry Shares or Certificates in accordance with Section 3.2, the Merger Consideration. (b) , without any interest thereon, or payment pursuant to Section 3.3, as applicable, for each such share of Company Common Stock held by them. (e) If at any time between the Company or owned by Parent or any date of its Subsidiaries immediately prior to this Agreement and the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share any change in the number of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital Common Stock shall occur as a result of a reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, the amount of the Surviving CorporationMerger Consideration as provided in Section 3.1(a) shall be equitably adjusted to reflect such change. Nothing in this Section 3.1(e) shall be construed to permit an action subject to Section 6.1.

Conversion of Shares. At the Effective Time: (a) except Except as otherwise provided in this Section 2.02(b) or 2.02, Section 2.042.04 and Section 2.05, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive (i) 0.19409 shares of Parent Stock, (ii) $18.30 19.06 in cash, without interest or (such per share amountiii) a combination of Parent Stock and cash, without interest (the “Merger Consideration”), the consideration into which such share shall be converted being determined as set forth below in this Section 2.02. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration, including any cash in lieu of any fractional share of Parent Stock pursuant to Section 2.07, and the right to receive any dividends or other distributions pursuant to Section 2.03(f), in each case to be paid or issued in accordance with Section 2.03, without interest. (b) each Each share of Company Common Stock held by the Company as treasury stock (other than shares in a Company Employee Plan) or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and. (c) each Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (d) Prior to the date of the Company Stockholder Meeting Parent and the Company shall prepare a form (an “Election Form”) pursuant to which a holder of shares of Company Stock may specify the number of such shares owned by such holder that the holder desires to be converted into a right to receive cash in the Merger and the number of such shares that the holder desires to be converted into a right to receive shares of Parent Stock in the Merger. The Company shall cause an Election Form to be included with the Company Proxy Statement and mailed to each holder of shares of Company Stock as of the record date for such meeting. (e) Each holder of shares of Company Stock (other than holders of such shares that, in accordance with this Section, are to be canceled in the Merger and holders of Dissenting Shares) shall have the right to specify in an Election Form the number of such shares owned by such holder that the holder desires to have converted into the right to receive cash in the Merger (a “Cash Election”) and the number of such shares that the holder desires to have converted into the right to receive shares of Parent Stock in the Merger (a “Stock Election”). A Cash Election or a Stock Election shall be effective only if the Exchange Agent (as hereinafter defined) shall have received no later than 5:00 p.m. New York City time on the date of the Company Stockholder Meeting (the “Election Deadline”) an Election Form covering the shares of Company Stock to which such Cash Election and/or Stock Election applies, executed and completed in accordance with the instructions set forth in such Election Form. A Cash Election or Stock Election may be revoked or changed only by delivering to the Exchange Agent, prior to the Election Deadline, a written notice of revocation or, in the case of a change, a properly completed revised Election Form that identifies the shares of Company Stock to which such revised Election Form applies. Delivery to the Exchange Agent prior to the Election Deadline of a revised Election Form with respect to any shares of Company Stock shall result in the revocation of all prior Election Forms with respect to such shares of Company Stock. Any termination of this Agreement in accordance with Article 10 shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. For purposes of this Agreement, “Non-Electing Shares” means all shares of Company Stock (other than Dissenting Shares and shares of Company Stock that are to be canceled in the Merger) as to which neither an effective Cash Election nor an effective Stock Election has been made as of the Election Deadline.

Conversion of Shares. At the Effective Time: (a) except as otherwise provided in Section 2.02(b) or Section 2.04the shares of common stock, each share $1.00 par value, of the Company ("Company Common Stock Stock") outstanding immediately prior to the Effective Time and the shares of 11% cumulative preferred stock, no par value, of the Company (including each "Company Restricted SharePreferred Stock" and, together with the Company Common Stock, "Company Stock") outstanding immediately prior to the Effective Time shall (except as otherwise provided in Section 1.5) be converted into the right to receive $18.30 in cashreceive, without interest interest, an aggregate number of shares of common stock, $1.00 par value, of Parent (such per share amount, "Parent Common Stock") (the “"Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease ") equal to exist, and (i) each certificate which immediately the Adjusted Purchase Price (as defined in Section 10.16) divided by (ii) the average closing price (the "Closing Price") of the Parent Common Stock on the 15 consecutive trading days ending on and including the third trading day prior to the Effective Time represented on the New York Stock Exchange (the "NYSE"), as reported in The Wall Street Journal; provided, however, that if the Closing Price is greater than $51.00 (the "Ceiling Amount"), the Closing Price shall be deemed for purposes of this Agreement to equal the Ceiling Amount (the Ceiling Amount is subject to appropriate adjustment in the event of any such shares of Company change in the Parent Common Stock (each, a “Certificate”) during the period between the date of this Agreement and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to Time, including by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration.record date during such period); and (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of the Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers powers, and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the Company or the holders of any shares of Company Stock or any shares of capital stock of Parent or Merger Subsidiary: (a) except Except as otherwise provided in Section 2.02(b), Section 2.02(c) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 US$38.90 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, except as set forth in Section 2.02(c), all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationConsideration upon surrender of such shares of Company Stock in accordance with Section 2.03, without interest. (b) each Each share of Company Common Stock held by the Company (other than shares in an Employee Plan of the Company) or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and. (c) each Each share of Company Stock held by any Subsidiary of the Company immediately prior to the Effective Time shall remain outstanding, with appropriate adjustment to the number thereof to preserve its relative percentage ownership interest in the Company. (d) Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Subsidiary shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Conversion of Shares. At the Effective TimeTime by virtue of the Merger and without any action on the part of any holder of shares of Company Stock or any holder of shares of common stock of Merger Subsidiary: (a) except Except as otherwise provided in Section 2.02(b) or Section 2.042.02(c), each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time (other than any shares of Company Stock relating to each restricted stock award or performance share award outstanding under the Company’s equity compensation plans immediately prior to the Effective Time) shall be converted into the right to receive $18.30 0.7098 shares of Parent Stock (the “Per Share Consideration” and, together with the cash in cash, without interest (such per share amountlieu of fractional shares of Parent Stock as specified below, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationConsideration and the right to receive any dividends or other distributions pursuant to Section 2.03(f), in each case to be issued or paid in accordance with Section 2.03, without interest. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (c) Each share of Company Stock held by the Company as treasury stock or owned by Parent immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the Company or the holders of any shares of Company Stock or any shares of capital stock of Parent or any membership interests of Merger Subsidiary: (a) except Except as otherwise provided in Section 2.02(b) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive Thirty Dollars ($18.30 30.00) in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each Each share of Company Common Stock held by the Company or owned by Parent Parent, Merger Subsidiary or any of its their respective Subsidiaries immediately prior to the Effective Time shall be canceledcanceled and shall cease to exist, and no payment shall be made with respect thereto; and. (c) each Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (d) All of the shares of Company Stock converted into the right to receive the Merger Consideration pursuant to this Article 2 shall no longer be outstanding and shall automatically be canceled and shall cease to exist as of the Effective Time, and, subject to Section 2.03, each certificate previously representing any such shares of Company Stock (each a “Certificate”) or uncertificated shares of Company Stock (the “Uncertificated Shares”) shall thereafter represent only the right to receive the Merger Consideration.

Conversion of Shares. At the Effective Time: (a) except Except as otherwise provided in Section 2.02(b) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) Share outstanding immediately prior to the Effective Time (other than Shares held by Parent, Merger Sub or the Equity Financing Source) shall be converted into the right to receive $18.30 26.52 per Share in cash, without interest interest, (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationConsideration in accordance with Section 2.03, but subject to Section 2.04. (b) each share of Company Common Stock Each Share held by the Company as treasury stock (other than Shares in an Employee Plan of the Company) or owned by Parent or any Subsidiary of its Subsidiaries the Company immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and. (c) each share All shares of common stock of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall be converted into and become one share become, in the aggregate, a number of fully paid and nonassessable shares of common stock of the Surviving Corporation equal to the number of Shares converted into the right to receive Merger Consideration pursuant to Section 2.02(a), with the same rights, powers and privileges as the shares so converted (the “Parent Interest”). (d) Each Share held by the Equity Financing Source outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time as a share of common stock of the Surviving Corporation, and such Shares held by the Equity Financing Source, together with the Parent Interest, shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (iv) The first sentence of Section 2.03(e) of the Merger Agreement is hereby amended and restated as follows:

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of BRBS or FVCB, or their respective shareholders: (a) except as otherwise provided in Subject to Section 2.02(b) or Section 2.042.1(e), each share of Company BRBS Common Stock (including each Company Restricted Share) that is issued and outstanding immediately prior to before the Effective Time Time, shall remain an issued and outstanding share of common stock of the Continuing Corporation and shall remain unchanged by the Merger. (b) Subject to Section 2.1(e), each share of common stock, par value $0.01 per share, of FVCB (“FVCB Common Stock”), that is issued and outstanding immediately before the Effective Time, shall be converted into and exchanged for the right to receive $18.30 1.1492 shares (the “Exchange Ratio”) of common stock, no par value per share, of the Continuing Corporation (the “Continuing Corporation Common Stock”), plus cash in cash, without interest lieu of any fractional shares pursuant to Section 2.4 (such per share amountcollectively, the “Merger Consideration”). As of the Effective Time, all such . (c) All shares of Company FVCB Common Stock converted pursuant to this Section 2.1 shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and (i) each certificate which immediately prior to exist as of the Effective Time represented any such Time. (d) Each certificate previously representing shares of Company FVCB Common Stock (each, a “FVCB Common Certificate”) and (ii) each uncertificated share the non-certificated shares of Company FVCB Common Stock (an the “Uncertificated ShareFVCB Book-Entry Shares”) which immediately prior shall cease to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only any rights except the right to receive with respect to each underlying share of FVCB Common Stock (i) the Merger Consideration. (b) each share Consideration upon the surrender of Company such FVCB Common Stock held by the Company Certificate or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceledFVCB Book-Entry Shares in accordance with Section 2.2, and no payment shall be made with respect thereto; and (cii) each share of common stock of Merger Subsidiary outstanding immediately prior any dividends or distributions which the holder thereof has the right to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporationreceive pursuant to Section 2.6.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Purchaser, the Company or any stockholder of the Company: (ai) any Shares held immediately prior to the Effective Time by the Company (or held in the Company’s treasury) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any Shares held immediately prior to the Effective Time by Parent, Purchaser or any other direct or indirect wholly owned Subsidiary of Parent shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as otherwise provided in clauses (i) and (ii) above and subject to Section 2.02(b) or Section 2.042.5(b), each share of Company Common Stock (including each Company Restricted Share) Share outstanding immediately prior to the Effective Time (other than any Dissenting Shares, which shall have only those rights set forth in Section 2.7) shall be converted into the right to receive $18.30 in cash, without interest the Offer Price (such per share amount, the “Merger Consideration”), in each case without any interest thereon and subject to any withholding of Taxes in accordance with Section 2.6(e); and (iv) each share of the common stock, $0.01 par value per share, of Purchaser then outstanding shall be converted into one share of common stock of the Surviving Corporation. As of From and after the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and (i) each certificate which immediately prior applicable holder of such Shares shall cease to have any rights with respect thereto, except the Effective Time represented any right to receive the Merger Consideration therefor upon the surrender of such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Considerationin accordance with Section 2.6. (b) each share If, between the date of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to this Agreement and the Effective Time Time, the outstanding Shares are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Merger Consideration shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporationappropriately adjusted.

Conversion of Shares. At the Effective Time: (a) except Except as otherwise provided in Section 2.02(b), Section 2.02(c) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 48.25 in cash, without interest (such per share of Company Common Stock amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationConsideration to be paid in accordance with Section 2.03, without interest. (b) each Each share of Company Common Stock held by the Company as treasury stock or owned by Parent or Merger Subsidiary or any other direct or indirect wholly-owned Subsidiary of its Subsidiaries Parent immediately prior to the Effective Time (other than shares held for the account of clients, customers or other Persons) shall be canceled, and no payment shall be made with respect thereto; and. (c) Each share of Company Common Stock held by any Subsidiary of the Company immediately prior to the Effective Time shall be converted into such number of shares of stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time. (d) Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and converted, and, except as provided in Section 2.02(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, as a result of the Merger and without any action on the part of the holder of any capital stock of the Company: (a) except Except as otherwise provided in Section 2.02(bSections ‎2.02(b) or Section (c), ‎2.04, ‎2.05(b) or 2.05(c) (the shares of Company Stock subject to Sections 2.02(b), (c), 2.04, ‎2.05(b) or 2.05(c) the “Excluded Shares”), each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 15.75 in cash, without interest (such per share amount, the “Per Share Merger Consideration” and the aggregate of the Per Share Merger Consideration due in respect of Company Stock other than Excluded Shares pursuant to this agreement being the “Aggregate Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration to be paid in accordance with ‎Section 2.03, without interest. (b) each Each share of Company Common Stock held by the Company as treasury stock or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and. (c) Each share of Company Stock held by any Subsidiary of either the Company or Parent immediately prior to the Effective Time shall be converted into such number of shares of stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time. (d) Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. (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: (ai) any shares of Company Common Stock held by the Company or any wholly-owned Subsidiary of the Company (or held in the Company’s treasury) (together with any associated Rights, as defined in Section 2.3(c)) immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any shares of Company Common Stock held by Parent, Merger Sub or any other wholly-owned Subsidiary of Parent immediately prior to the Effective Time (together with any associated Rights) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as otherwise provided in clauses “(i)” and “(ii)” of this Section 2.02(b1.5(a) or Section 2.04and subject to Sections 1.5(b), 1.5(c), 1.7 and 1.8, each share of Company Common Stock outstanding immediately prior to the Effective Time (including together with any associated Rights) shall be converted into the right to receive $29.25 in cash (the “Per Share Merger Consideration”), without interest; and (iv) each Company Restricted Share) share of the common stock, $0.001 par value per share, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with Corporation. (b) If, during the same rightsperiod commencing on the date of this Agreement and ending at the Effective Time, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital Company Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, or if a stock dividend is declared by the Surviving CorporationCompany during such period, or a record date with respect to any such event shall occur during such period, then the consideration to be delivered in respect of shares of Company Common Stock pursuant to Section 1.5(a)(iii) shall be adjusted to the extent appropriate. (c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other Contract with the Company or under which the Company has any rights, then (except to the extent provided in any binding agreement between the Company and the holder thereof and except to the extent Parent otherwise elects), the Merger Consideration delivered in exchange for such shares of Company Common Stock will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition and need not be paid until such time as such repurchase option, risk of forfeiture or other condition lapses or otherwise terminates (whether under the Company award agreement or Company Employee Agreement). The Company shall take all action that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other Contract.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Subsidiary or any Company Stockholder: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including except for Dissenting Shares and those shares described in Section 2.3(b)) shall be converted automatically into the right to receive, without interest, (i) a number of shares of validly issued, fully paid and nonassessable Parent Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”), and (ii) one CVR, which shall represent the right to receive additional future consideration contingent upon the occurrence of certain events as set forth in the CVR Agreement (the “CVR Consideration”) (the Per Share Stock Consideration and the CVR Consideration shall collectively be referred to as the “Merger Consideration”). In connection with the Closing, the number of shares of Parent Common Stock distributable to holders of Company Common Stock as Per Share Stock Consideration will be reduced on a pro rata basis as a result of the Company Stockholders’ escrow obligations, as described in Section 2.5(a) and Section 2.8 hereof. For purposes of this Agreement, any reference to pro rata treatment among the holders of Company Common Stock shall be calculated based on the number of issued and outstanding shares of Company Common Stock immediately prior to the Effective Time. (b) Each share of Company Common Stock held in the treasury of the Company, each share of any other class of capital stock of the Company Restricted Share(other than Company Common Stock), and any debt or other securities convertible into or exercisable for the purchase of capital stock of the Company, issued and outstanding immediately prior to the Effective Time shall be cancelled without payment of any consideration therefor and without any conversion thereof. (c) Each share of common stock of Merger Subsidiary, par value $.01 per share (“Merger Subsidiary Common Stock”), issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of the common stock of the Surviving Corporation, par value $.01 per share (“Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCommon Stock”).

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except Except as otherwise provided in Section 2.02(b), Section 2.02(c) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) Share outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 14.00 per Share in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock Each Share held by the Company as treasury stock (other than Shares in an Employee Plan of the Company) or owned by Parent or any of its Subsidiaries Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and. (c) Each Share held by any Subsidiary of either the Company or Parent (other than the Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time. (d) Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock stock, $0.01 par value per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation (except for any such shares resulting from the conversion of Shares pursuant to Section 2.02(c)).

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except as otherwise provided in Section 2.02(b) 2.03(b), Section 2.03(c), or Section 2.042.05, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive (i) $18.30 6.30 in cash, without interest (such per share amountthe “Cash Merger Consideration”) and (ii) one (1) contractual contingent value right pursuant to the CVR Agreement (a “CVR”), in each case, without interest thereon ((i) and (ii) collectively, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration.; (b) each share of Company Common Stock held by the Company as treasury stock or owned by Parent or any of its Subsidiaries Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of Parent (other than Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.001 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and (cd) (i) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock stock, par value $0.001 per share, of the Surviving Corporation and (ii) each share of preferred stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of preferred stock, par value $0.001 per share, of the Surviving Corporation, in each case with the same rights, powers and privileges as the shares so converted and and, together with the shares described in Section 2.03(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders of any securities of the Company or Merger Sub: (a) except as otherwise provided in Section 2.02(b) or Section 2.04Each Common Share, each share par value $0.10 per share, of the Company (the "Company Common Stock (including Shares") issued and held, immediately prior to the Effective Time, in the Company's treasury or by any of the Company's direct or indirect wholly owned subsidiaries, and each Company Restricted ShareCommon Share that is owned by Parent, Merger Sub or any other subsidiary of Parent, shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Each issued and outstanding Company Common Share (other than shares to be cancelled in accordance with Section 2.1(a) and Dissenting Shares (as defined below)), including Company Common Shares outstanding by virtue of the conversion immediately prior to the Effective Time of each share of issued and outstanding Series A ESOP Convertible Preferred Stock, par value $.10 per share, of the Company (the "Company Series A Preferred Shares"), shall be converted into the right to receive $18.30 72 in cash, without interest thereon (such per share amount, the “"Merger Consideration”"). As of the Effective Time, all such shares of Company Common Stock Shares converted pursuant to Sections 2.1(a) or (b) shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and (i) each holder of a certificate or certificates which immediately prior to the Effective Time represented any such shares of outstanding Company Common Stock Shares (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) together with certificates which immediately prior to the Effective Time was registered represented outstanding Company Series A Preferred Shares, the "Certificates") shall cease to a holder on the stock transfer books have any rights as shareholders of the Company, shall thereafter represent only except the right to receive the Merger Consideration. (b) each share of Consideration for Company Common Stock Shares held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporationthem.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any shares of Company Common Stock (as defined herein) or any shares of capital stock of the Purchaser: (a) except as otherwise provided in Section 2.02(b) or Section 2.04Each share of Class A Common Stock, par value $.01 per share ("Class A Common Stock"), and each share of Class B Common Stock, par value $.01 per share ("Class B Common Stock"), in each case, of the Company (together, Class A Common Stock and Class B Common Stock, "Company Common Stock Stock" or "Shares") issued and outstanding immediately prior to the Effective Time (including each Company Restricted Shareother than Shares to be cancelled pursuant to Section 2.1(c) hereof and Shares which are held by stockholders exercising appraisal rights under Section 262 of the DGCL) shall be converted into the right to receive (i) $8.40 in cash, without interest thereon, and (ii) six-tenths (0.6) of a validly issued, fully paid and nonassessable share of Class A Common Stock, par value $.10 per share ("Parent Common Stock"), of Parent (collectively, the "Per Share Merger Consideration"). (b) Each share of common stock, par value $.01, of the Purchaser ("Purchaser Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive one duly issued, validly authorized, fully paid and nonassessable share of common stock, par value $18.30 in cash.01 per share, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Surviving Corporation. (c) All Shares that are owned by the Company Common Stock as treasury stock shall automatically be cancelled and retired and shall cease to exist and no consideration shall be delivered or deliverable in exchange therefor. (d) All Shares converted pursuant to Section 2.1(a) shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, exist and (i) each holder of a certificate which immediately prior to the Effective Time represented such outstanding Shares (the "Certificates") shall cease to have any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books rights as stockholders of the Company, shall thereafter represent only except the right to receive the Merger Considerationconsideration set forth in Section 2.1(a) for each such Share. (be) each share If between the date of Company this Agreement and the Effective Time, the outstanding shares of Parent Common Stock held shall have been changed into a different number of shares or a different class, by the Company reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or owned by Parent or any exchange of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and shares (c) each share other than as a result of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares conversions of capital stock of Parent permitted by Parent's Certificate of Incorporation, as in effect on the Surviving Corporationdate hereof), the number of shares of Parent Common Stock to be issued in the Merger shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, upon surrender of the certificate formerly representing Shares in the manner provided in Section 2.2 hereof.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the Company or the holders of any shares of Company Common Stock or any shares of capital stock of Parent or Merger Subsidiary: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 11.00 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (each, an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration.; (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective TimeTime by virtue of the Merger and without any action on the part of any holder of shares of Company Stock or any holder of shares of common stock of Merger Subsidiary: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each share The shares of Company Common Stock (including each Company Restricted Share) common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be remain outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to constitute the Effective Time represented any such only outstanding shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the capital stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationSurviving Entity. (b) each Each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries as treasury stock immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto. Each share of Company Stock held by Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto. (c) Each share of Company Stock outstanding and each restricted stock award which represents an outstanding share of Company Stock subject to vesting and forfeiture, in each case, immediately prior to the Effective Time shall, except as otherwise provided in Section 2.02(b),Section 2.02(e), Section 2.03, Section 2.8 or Section 2.11, be converted into the following (collectively, the “Merger Consideration”): (i) for each such share of Company Stock with respect to which an election to receive cash has been effectively made and not revoked and that is not deemed converted into the right to receive the Per Share Stock Consideration pursuant to Section 2.04 (each, a “Cash Electing Share”), the right to receive an amount equal to $28.50 in cash without interest (the “Cash Election Price”); and (cii) for each other such share of common stock Company Stock, the right to receive 0.5022 shares (the “Per Share Stock Consideration”) of Parent Stock. (d) As of the Effective Time, all shares of Company Stock to be converted into the Merger Consideration shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.05(i) and any cash in lieu of any fractional share of Parent Stock pursuant to Section 2.08, in each case to be issued or paid in accordance with Section 2.05, without interest. (e) Each share of Company Stock owned by any Subsidiary of Parent (other than Merger Subsidiary) outstanding immediately prior to the Effective Time shall be converted into and become one the right to receive the Per Share Stock Consideration. (f) Each restricted stock unit representing an unfunded contractual right to receive the value of a share of common stock Company Stock in cash issued under any Company Stock Plan shall receive the Cash Election Price for each unit; provided that if the Cash Election Price cannot be provided under the terms of the Surviving Corporation applicable plans and agreements, Parent and the Company agree to work together in good faith to provide appropriate consideration to the holder of each such unit. (g) In addition to the Merger Consideration and any other consideration payable hereunder, all dividends, distributions, interest, or other amounts accrued but not yet paid with respect to Company restricted stock awards and restricted stock units shall be paid at the Effective Time in accordance with the same rights, powers terms of such restricted stock awards and privileges as the shares so converted and shall constitute the only outstanding shares of capital restricted stock of the Surviving Corporationunits.

Conversion of Shares. At the Effective Time: (a) except Except as otherwise provided in Section 2.02(b), Section 2.02(c) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 20.00 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (bConsideration to be paid in accordance with Section 2.03, without interest. Notwithstanding the foregoing, any Merger Consideration payable to the Rxxxx Investors pursuant to this Section 2.02(a) each share in respect of the shares of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries such Rxxxx Investors immediately prior to the Effective Time shall only be paid to the extent, and otherwise on the terms and subject to the conditions, set forth in the Investment Letter Agreement. (b) Each share of Company Stock held by the Company as treasury stock or owned by Parent or MergerSub immediately prior to the Effective Time (other than shares held for the account of clients, customers or other Persons), and the Rollover Shares, shall be canceled, and no payment shall be made with respect thereto; and. (c) Each share of Company Stock held by any Subsidiary of the Company immediately prior to the Effective Time shall be converted into such number of shares of stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time. (d) Each share of common stock of Merger Subsidiary MergerSub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation (except for any such shares resulting from the conversion of shares of Company Stock pursuant to Section 2.02(c)).

Conversion of Shares. At the Effective Time: (a) except Except as otherwise provided in Section 2.02(b) or and Section 2.042.05, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall will be converted into the right to receive $18.30 14.15 in cash, without interest cash (such per share amount, the “Merger Consideration”), without interest. As of the Effective Time, all such shares of Company Common Stock shall will, by virtue of the Merger and without any action on the part of the holders thereof, no longer be outstanding and shall automatically be canceled and retired and shall will cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall Certificates therefor will thereafter represent only the right to receive the Merger Consideration paid in accordance with Section 2.03, without interest, and the holders of Certificates or Uncertificated Shares which immediately prior to the Effective Time represented such Company Stock will cease to have any rights with respect to such Company Stock other than the right to receive, upon surrender of such Certificates (or affidavits of loss in lieu thereof in accordance with Section 2.08) or Uncertificated Shares in accordance with Section 2.03, the Merger Consideration, without interest thereon, for each such share of Company Stock held by them. (b) each Each share of Company Common Stock held by the Company as treasury stock or owned by Parent or any Subsidiary of its Subsidiaries either the Company or Parent immediately prior to the Effective Time shall will be canceled, and no payment shall will be made with respect thereto; and. (c) each share The aggregate number of shares of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall will be converted into and become one share that number of shares of common stock of the Surviving Corporation equal to the aggregate number of shares of Company Stock outstanding immediately prior to the Effective Time with the same rights, powers and privileges preferences as the shares so converted and shall will constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the Company or the holders of any shares of Company Stock or any shares of capital stock of Parent or Merger Subsidiary: (a) except Except as otherwise provided in Section ‎‎Section 2.02(b) or Section 2.04‎Section 2.02(c)‎, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 58.00 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationConsideration to be paid in accordance with ‎‎Section 2.03. (b) each Each share of Company Common Stock held by the Company as treasury stock or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time (other than shares held for the account of third parties) shall be canceled, and no payment shall be made with respect thereto; and. (c) Each share of Company Stock held by any Subsidiary of either the Company or Parent immediately prior to the Effective Time shall be converted into such number of shares of stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock in the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time. (d) Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and and, except as provided in ‎‎Section 2.02(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time:, by virtue of the Merger and without any action on the part of the holders of any shares of Common Stock, $.10 par value, of the Company ("Company Common Stock") or the holder of any shares of Common Stock, $.01 par value, of Mergerco ("Mergerco Common Stock"): (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each Each share of Company Mergerco Common Stock (including each Company Restricted Share) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one newly and validly issued, fully paid and nonassessable share of common stock, $.10 per value, of the Surviving Corporation ("Surviving Corporation Common Stock"). (b) Each share of Company Common Stock and 8% Cumulative Convertible Preferred Stock, par value $1.00 per share, of the Company ("Convertible Preferred Stock") owned by Parent and all other shares of capital stock of the Company that are held in the treasury of the Company immediately prior to the Effective Time, if any, shall be canceled and extinguished without any conversion right thereof and no consideration shall be delivered or deliverable in exchange therefor. (c) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock described in Subsection (b) above) shall be converted into and represent the right to receive an amount in cash equal to $18.30 in cash24.00, payable to the holder thereof, without any interest thereon, less any required back-up withholding taxes (such per share amount, the “"Merger Consideration”"). As of At and after the Effective Time, all such shares of Company Common Stock shall Stock, when converted as provided in this Section 2.1(c), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which certificates previously evidencing shares of Company Common Stock immediately prior to the Effective Time represented any such shares Time, taking into account all certificates of a holder of Company Common Stock delivered by such holder at any one time (eachtaken together, a “"Company Certificate”" or "Company Certificates") and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company, the Shareholders’ Representative, the Paying Agent or any Company Shareholder: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each share of Company Common Stock (including other than Dissenting Shares) shall be canceled and converted into the right to receive (i) the number of shares of Parent Common Stock equal to one share of Company Common Stock multiplied by the Exchange Ratio (“Stock Consideration”) and (ii) a portion of the Representative Reimbursement Amount in accordance with Section 9.1(b); and (b) each Company Restricted Share) share of the common stock, no par value, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with Corporation. Notwithstanding the foregoing, (i) a portion of the Merger Consideration payable to each Company Shareholder pursuant to this Section 2.3 shall be withheld and placed in the Escrow Fund pursuant to the provisions of Section 2.5 in an amount equal to the product of (1) such Company Shareholder’s Escrow Participation Percentage multiplied by (2) the Escrow Amount, and in the form of Stock Consideration valued in the same rights, powers fashion as Stock Consideration paid by Parent to such Company Shareholder at the Closing and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock (ii) such Company Shareholder’s portion of the Surviving Corporation.Representative Reimbursement Amount shall be withheld and placed in the Representative Reimbursement Fund in accordance with Section 9.1(b) in an amount equal to the product of (1) such Company Shareholder’s Escrow Participation Percentage multiplied by

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any of the Parties or Sellers: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each Each share of Company Common Stock (including each Company Restricted Share) the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one (1) validly issued, fully paid and non‑assessable share of common stock, $0.001 par value per share, of the Surviving Company. (b) Each share of Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than shares of Preferred Stock cancelled pursuant to Section 2.5(d)) shall be cancelled and extinguished and be converted into the right of the holder thereof to receive, subject to the terms of Section 2.6(a)(ii), an amount in cash, without interest, equal to the applicable Per Share Preference Amount. (c) Each share of Common Stock that is issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock cancelled pursuant to Section 2.5(d)) shall be cancelled and extinguished and shall be converted into the right of the holder thereof to receive $18.30 receive, subject to the terms of Section 2.6(a)(ii), (i) an amount in cash, without interest (such per share amountinterest, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior equal to the Effective Time represented any such shares of Company Common Stock (eachClosing Per Share Amount, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the contingent right to receive payment of the Per Share Additional Merger Consideration. (bd) Each share of Preferred Stock or Common Stock held in the treasury of the Company and each share of Company Preferred Stock or Common Stock held owned or held, directly or indirectly, by the Company or owned by Parent Buyer or any of its their respective Subsidiaries immediately prior to the Effective Time shall will be canceled, cancelled and retired and will cease to exist without any conversion thereof and no payment shall of cash or any other consideration will be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time: (a) except Except as otherwise provided in Section 2.02(b), Section 2.02(c) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) Share outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the Company, Merger Subsidiary or the holders of any securities of the Company or Merger Subsidiary, be converted automatically into the right to receive (i) $18.30 12.70 in cash, without interest (such per share amountthe “Cash Consideration”), and (ii) one contractual contingent value right (a “CVR”), which shall represent the right to receive one or more contingent payments upon the achievement of certain milestones, subject to and in accordance with the terms and conditions of the CVR Agreement (together with the Cash Consideration, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationConsideration to be paid in accordance with Section 2.03, without interest. (b) each share of Company Common Stock Each Share held by the Company as treasury stock or owned by Parent or any of its Subsidiaries Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and. (c) Each Share held by any Subsidiary of Parent (other than Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time. (d) Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation (except for any such shares resulting from the conversion of Shares pursuant to Section 2.02(c)).

Conversion of Shares. At the Effective Time: (a) except Except as otherwise provided in Section ‎Section 2.02(b) or Section ‎Section 2.04, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 2.40 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationConsideration to be paid in accordance with ‎Section 2.03, without interest. (b) each Each share of Company Common Stock held by the Company as treasury stock or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and. (c) each Each share of common Company Stock held by any Subsidiary of either the Company or the Parent immediately prior to the Effective Time shall be converted into such number of shares of stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time. (d) Each membership interest in Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted at the Effective Time into and become one validly issued, fully paid and nonassessable share of common stock, of the Surviving Corporation. At the Effective Time, new stock certificates of the Surviving Corporation shall be issued and will be deemed for all purposes to represent all issued and outstanding shares of common stock of the Surviving Corporation into which membership interests in Merger Subsidiary were converted in accordance with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporationimmediately preceding sentence.

Conversion of Shares. At the Effective Time, without any action on the part of Parent, Merger Subsidiary or the Company: (a) except Except as otherwise provided in Section 2.02(b), Section 2.02(c) or Section 2.04, each issued and outstanding share of common stock, par value $0.001 per share, of the Company (the “Common Stock (including each Company Restricted Stock” or the “Shares,” and each, a “Share”) outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 8.00 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate formerly representing any Shares (each, a “Certificate”) or any book-entry shares which immediately prior to the Effective Time represented any such shares of Company Common Stock Shares (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior shall automatically be canceled and retired and all Shares represented thereby shall cease to the Effective Time was registered to a holder on the stock transfer books of the Companyexist, and shall thereafter represent only the right to receive the Merger ConsiderationConsideration to be paid in accordance with Section 2.03. (b) each share of Company Common Stock Each Share held by the Company as treasury stock or otherwise owned by Parent or any of its Subsidiaries Merger Subsidiary immediately prior to the Effective Time shall be canceledcanceled and retired, and no payment shall be made with respect thereto; and. (c) Each Share held by any Subsidiary of the Company or Parent (other than Merger Subsidiary) immediately prior to the Effective Time, if any, shall be converted into such number of shares of stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time. (d) Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation (except for any such shares resulting from the conversion of Shares pursuant to Section 2.02(c)). From and after the Effective Time, all certificates representing shares of common stock of Merger Subsidiary shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (ai) except Each Company Share issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares (as otherwise provided defined in Section 2.02(b1.9) or and any Company Shares held in the Company's treasury) shall be converted into and represent the right to receive (subject to the provisions of Section 2.041.7) such number of shares of common stock of the Buyer, each $.01 par value per share ("Buyer Common Stock"), as is equal to the Conversion Ratio. The "Conversion Ratio" shall be the result obtained by dividing (1) 1,000,000 by (2) the sum of (x) the number of outstanding Company Shares immediately prior to the Effective Time and (y) the number of Company Common Stock Shares issuable upon exercise of all Options outstanding immediately prior to the Effective Time. (including each ii) Each Company Restricted Share) outstanding Share held in the Company's treasury immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented without payment of any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Considerationconsideration therefor. (biii) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each Each share of common stock of Merger the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become thereafter evidence one share of common stock of the Surviving Corporation Corporation. (b) The Company Stockholders shall be entitled to receive upon surrender of their certificate(s) that represented Company Shares converted into Merger Shares pursuant to Section 1.5(a) ("Certificates") 90% of the shares of Buyer Common Stock into which their Company Shares were converted pursuant to Section 1.5(a) (the "Initial Shares"); and the remaining 10% of the shares of Buyer Common Stock into which the Company Shares were converted pursuant to Section 1.5(a) (the "Escrow Shares") shall be deposited in escrow pursuant to Section 1.7 and shall be held and disposed of in accordance with the same rights, powers terms of the Escrow Agreement. The Initial Shares and privileges the Escrow Shares shall together be referred to herein as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation"Merger Shares."

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Shares or any shares of capital stock of Parent or Merger Sub: (a) except as otherwise provided in Section Sections 2.02(b) or Section 2.04and 2.05, each share of Company Common Stock (including along with each Company Restricted ShareRight attached thereto) outstanding immediately prior to the Effective Time Time, shall be automatically converted into the right to receive $18.30 in cashthe number of American Depositary Shares ("ADSs") representing shares of Parent Stock equal to a fraction (rounded to the nearest whole number, without interest (such per share amountwith any fraction equal to or higher than one-half rounded up to the next succeeding whole number), the “Merger Consideration”). As numerator of which is 41,500,000 and the Effective Time, all such denominator of which is the number of shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the "Merger Consideration."); (b) each share of Company Common Stock held by the Company as treasury stock (other than shares in an Employee Plan of the Company) or owned by Merger Sub, Parent or any of its Subsidiaries immediately prior to the Effective Time (other than shares held for the account of clients, customers or other Persons) shall be canceled, and no payment shall be made with respect thereto; and; (c) each share of common stock of Merger Subsidiary Sub Stock issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and become one nonassessable share of common stock of the Surviving Corporation with the same rights, powers and privileges as the Stock. Each certificate evidencing ownership of shares so converted and of Merger Sub Stock shall constitute the only outstanding evidence ownership of such shares of capital stock of the Surviving Corporation; and (d) the Surviving Corporation shall issue shares of Surviving Corporation Stock to Parent in consideration for Parent issuing Parent Stock in respect of the ADSs to former stockholders of the Company pursuant to Section 2.02(a), the number of shares of Surviving Corporation Stock issued to Parent pursuant to this Section 2.02(d) to be equal to the number of shares of Company Stock outstanding immediately prior to the Effective Time (other than shares of Company Stock to which Section 2.02(b) applies).

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any holder of Shares the following shall occur: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) Each Share issued and outstanding immediately prior to the Effective Time (other than (i) any Shares to be canceled pursuant to Section 2.5(b) and (ii) any Appraisal Shares) shall at the Effective Time be canceled and converted automatically into the right to receive $18.30 an amount in cash, without interest cash equal to the Offer Price (such per share amount, the “"Merger Consideration”"). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each holder of a certificate which immediately prior to the Effective Time represented previously representing any such shares of Company Common Stock (eachShares shall cease to have any rights with respect thereto, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only except the right to receive the Merger ConsiderationConsideration upon surrender of such certificate in accordance with Section 2.7, without interest. (b) each share Each Share held in the treasury of Company Common Stock held by the Company or and each Share owned by Merger Sub, Parent or any direct or indirect wholly-owned subsidiary of its Subsidiaries Parent or of the Company immediately prior to the Effective Time shall be canceled, canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and. (c) each share The Merger Consideration shall be adjusted to reflect fully the effect of common any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of Merger Subsidiary outstanding immediately securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving CorporationTime.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the Common Stock (as defined below) or of any capital stock of Merger Sub: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each Each share of Company the capital stock of Merger Sub which is issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation. (b) Each share of the Company's common stock, par value $.01 per share (the "Common Stock (including each Company Restricted Share) Stock"), which is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 (the "Merger Consideration"), namely: (x) the Common Stock Cash Consideration (as defined in cashSection 1.8 below), without interest interest; and (such y) that number (the "Conversion Number") of shares of duly authorized, validly issued, fully paid and non-assessable shares of PCN's common stock, $.01 per share amount(the "PCN Stock"), the “Merger Consideration”)computed in accordance with Section 1.9. As All shares of the Effective TimeCommon Stock, all and each holder of a certificate representing such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and Stock, shall cease to existhave any rights with respect thereto, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only except the right to receive the Merger ConsiderationConsideration to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 1.11, without interest. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock All shares of the Surviving Corporation with the same rights, powers Common Stock and privileges as the shares so converted and shall constitute the only outstanding all other shares of capital stock of the Surviving CorporationCompany that are owned by the Company as treasury stock and any shares of the Common Stock or other shares of capital stock of the Company owned by the Company or any wholly-owned Subsidiary of the Company, shall be canceled. As used in this Agreement, a "Subsidiary" of any party means any corporation or other organization, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party or any Subsidiary of such party do not have a majority of the voting interests in such partnership) or (ii) 50% or more of the securities or other interests having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries.

Conversion of Shares. At the Effective Time: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) Each Share issued and outstanding immediately prior to the Effective Time shall (other than Shares owned by Parent, Acquisition Sub or any other Subsidiary of Parent or Company or held in the treasury of Company, all of which will by virtue of the Merger and without any action on part of the holder thereof be cancelled without any consideration being exchanged therefor and other than Dissenting Shares) will, by virtue of the Merger and without any action on the part of Company, Parent or Acquisition Sub or their respective shareholders, be converted at the Effective Time into the right to receive $18.30 the Acquisition Price (subject to any applicable withholding tax specified in cashSection 3.7), without interest (interest, upon the surrender of the certificate representing such per share amount, the “Merger Consideration”)Shares and a letter of transmittal as provided in Section 4.1. As of At the Effective Time, all such shares of Company Common Stock shall Shares will no longer be outstanding and shall will automatically be canceled and retired and shall will cease to exist, and (i) each certificate which immediately prior holder of such Shares will cease to the Effective Time represented have any such shares of Company Common Stock (eachrights with respect thereto, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only except the right to receive the Merger ConsiderationAcquisition Price as provided herein, without interest or dividends thereon. (b) each share The Acquisition Price will be adjusted to reflect fully the effect of Company Common Stock held by any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), occurring (or for which a record date is established) after the Company or owned by Parent or any of its Subsidiaries immediately date hereof and prior to the Effective Time shall Time; provided that nothing herein will be canceled, and no payment shall be made construed to permit Company to take any action with respect thereto; and (c) each share to its securities that is prohibited by the terms of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporationthis Agreement.

Conversion of Shares. (a) At the Effective Time: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each share of Company Common Stock common stock, par value $.001 per share of IPIX (including each Company Restricted Shareindividually an "IPIX SHARE" and collectively, the "IPIX SHARES") issued and outstanding immediately prior to the Effective Time shall (except as provided in Section 1.07(b)), by virtue of the IPIX Merger and without any action on the part of IPIX, bamboo, Merger Sub or the holder thereof, be converted into the right to receive and shall become 1.369 fully paid and nonassessable shares of common stock, par value $18.30 in cash.001 per share, without interest of bamboo (such per share amountindividually a "BAMBOO SHARE" and collectively, the “Merger Consideration”"BAMBOO SHARES"). As of . (b) At the Effective Time, all such shares each IPIX Share held in the treasury of Company Common Stock shall no longer be outstanding IPIX and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which IPIX Share held by bamboo or any Subsidiary of bamboo immediately prior to the Effective Time represented shall, by virtue of the Merger and without any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder action on the stock transfer books part of the CompanyIPIX, shall thereafter represent only the right to receive the bamboo or Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall Sub be canceled, retired and cease to exist and no payment shall be made with respect thereto; and. (c) At the Effective Time, each share of common stock stock, $.001 par value per share, of Merger Subsidiary Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of IPIX or Merger Sub, be converted into and shall become one fully paid and nonassessable share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (d) The outstanding shares of capital stock of bamboo and each of its subsidiaries shall remain outstanding after the Effective Time and shall be unaffected by the Merger.

Conversion of Shares. At (a) Except as provided in Section 2.9, at the Effective Time: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each share of common stock, par value $.71 per share, of the Company ("Company Common Stock (including each Company Restricted ShareStock") issued and outstanding immediately prior to the Effective Time shall (individually a "Share" and, collectively, the "Shares") (other than (i) Shares held by the Company or any wholly-owned direct or indirect subsidiaries of the Company, and (ii) Shares held by Parent, Acquisition or any other wholly-owned direct or indirect subsidiary of Parent), shall, by virtue of the Merger and without any further action on the part of Parent, Acquisition, the Company or the holder thereof, be converted into and shall become the right to receive $18.30 in casha cash payment per Share, without interest interest, equal to the Per Share Amount (such per share amount, the “"Merger Consideration”). As ") upon the surrender of the Effective Time, all certificate representing such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) At the Effective Time, each issued and outstanding share of Company Common Stock held the common stock, par value $.01 per share, of Acquisition shall, by virtue of the Merger and without any further action on the part of Parent, Acquisition or the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall holder thereof, be canceledconverted into one (1) validly issued, fully-paid and no payment shall be made with respect thereto; and (c) each non-assessable share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock stock, par value $.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (c) At the Effective Time, each Share held by the Company (as treasury stock or otherwise) or held by Parent, Acquisition or any wholly-owned direct or indirect subsidiary of Parent, Acquisition or the Company immediately prior to the Effective Time shall, by virtue of the Merger and without any further action on the part of Parent, Acquisition, the Company or the holder thereof, be canceled, retired and cease to exist, and no consideration shall be delivered with respect thereto.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of Company Shares or any holder of limited liability company interests of Merger Sub: (a) except Except as otherwise provided in Section ‎ ‎Section 2.02(b) or Section 2.04‎‎Section 2.02(d), each share of common stock of the Company, par value $0.01 per share (each a “Company Common Stock (including each Share” and collectively, the “Company Restricted Share) Shares”), outstanding immediately prior to the Effective Time (including the Company Restricted Stock which shall also be governed by ‎Section 2.04(d) below) shall be converted into the right to receive $18.30 2.3234 shares of common stock of Parent, each without par value (each a “Parent Share” and collectively, the “Parent Shares”) (together with any cash proceeds from the sale of fractional Parent Shares as specified in cash, without interest (such per share amountSection 2.06, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationConsideration and the right to receive any dividends or other distributions pursuant to ‎Section 2.03(f), in each case, to be issued or paid in accordance with ‎Section 2.03, without interest and subject to any withholding of Taxes required by Applicable Law. (b) each share of Each Company Common Stock Share held by the Company as treasury stock (other than Company Shares subject to or issuable in connection with an Employee Plan of the Company) or owned by Parent or any of its Subsidiaries Merger Sub immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and. (c) each share The limited liability company interests of Merger Sub outstanding immediately prior to the Effective Time shall collectively be converted into and become 1,000 shares of common stock of the Surviving Corporation. (d) Each Company Share held by any Subsidiary of either the Company or Parent (other than Merger Subsidiary outstanding Sub) immediately prior to the Effective Time shall be converted into and become one share such number of common shares of stock of the Surviving Corporation with such that each such Subsidiary owns the same rights, powers and privileges as percentage of the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time.

Conversion of Shares. At As of the Effective Time, by virtue of the Merger and without any action on the part of Shurgard, the Merger Subsidiary, the Companies or the holders of any shares of capital stock of the Corporations or the holders of any units of ownership interest in the LLCs: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each Each share of Company Common Stock (including each Company Restricted Share) common stock, par value $0.001 per share, of Merger Subsidiary that is issued and outstanding immediately prior to the Effective Time shall be converted into remain outstanding, unchanged by the right to receive reason of the Merger, as one fully paid and nonassessable share of common stock, par value $18.30 in cash, without interest (such 0.001 per share amountof the Surviving Corporation. (b) All shares of any class of capital stock of either of the Corporations held in the treasury of such Corporation immediately prior to the Effective Time, the “Merger Consideration”). As if any, shall be cancelled and extinguished as of the Effective Time, all such without any conversion thereof and no amount or other consideration shall be delivered or deliverable in exchange therefor. (c) All issued and outstanding shares of Company the capital stock of the Corporations and all issued and outstanding membership interests of the LLCs shall be converted into an aggregate of 3,050,000 shares of Shurgard Common Stock Stock, allocated among the Companies as set forth on Exhibit D. (d) No later than fifteen (15) days prior to the Closing, the Companies shall no longer be outstanding and deliver to Shurgard a copy of Schedule A which shall automatically be canceled and retired and shall cease to exist, set forth the name of each Owner and (i) the Corporation Stock and LLC Membership Interests to be owned by each certificate which immediately prior to such Owner, following the Effective Time represented any such shares Unrelated Asset Transfer, the payment of Company Common Stock (eachthe Indebtedness and the Recapitalization, a “Certificate”) and (ii) each uncertificated share the aggregate number of Company shares of Shurgard Common Stock (an “Uncertificated Share”) to which immediately prior each such Owner shall be entitled pursuant to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Considerationand this Section 2.7. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any holder of Shares the following shall occur: (ai) except as otherwise provided in Section 2.02(b) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) Each Share issued and outstanding immediately prior to the Effective Time (other than (A) any Shares to be canceled pursuant to Section 3.08(a)(ii) and (B) any Dissenting Shares) shall be converted automatically into the right to receive $18.30 an amount in cashcash equal to the Offer Price, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented holder of a Certificate representing any such shares Shares or of Company Common Stock (eachany Book-Entry Shares shall cease to have any rights with respect thereto, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only except the right to receive the Merger ConsiderationConsideration upon surrender of such Certificate or such Book-Entry Shares in accordance with Section 3.10, without interest and subject to any withholding of Taxes required by applicable Law. (bii) each share of Company Common Stock held by the Company or Each Share owned by Merger Sub, Parent or any direct or indirect wholly-owned Subsidiary of its Subsidiaries Parent or of the Company immediately prior to the Effective Time shall be canceled, canceled without any conversion thereof and no payment shall be made with respect thereto; and. (cb) each share If, between the date of common stock of Merger Subsidiary outstanding immediately prior to this Agreement and the Effective Time Time, the outstanding Shares are changed in accordance with the terms of this Agreement into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Merger Consideration shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporationappropriately adjusted.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, HoldCo, Merger Sub, the Company or the holders thereof: (a) except as otherwise provided in Section 2.02(b2.06(b), Section 2.06(c), Section 2.06(d) or Section 2.042.08, each share of Company Common Stock (including each Company Restricted Share) Share outstanding immediately prior to the Effective Time shall be cancelled and converted into the right to receive $18.30 in cash, the Offer Price without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration.; (b) each share of Company Common Stock held by the Company or Share owned by Parent or any of its Subsidiaries Merger Sub immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto. As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate representing any such Shares shall cease to have any rights with respect thereto; (c) each Share held by any wholly-owned Subsidiary of either the Company or Parent (including HoldCo and Merger Sub) immediately prior to the Effective Time shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (cd) each share of common stock of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall be converted into and become one fully paid, nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, Merger Subsidiary, Parent or the Company: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each share of the Company’s common stock, no par value (the “Common Stock”), held in the Company’s treasury or owned by the Company or any direct or indirect wholly-owned subsidiary of the Company immediately prior to the Effective Time, if any, shall be extinguished and cancelled without payment of any consideration with respect thereto; and (b) 100% of the Company’s Common Stock (including each Company Restricted Share) Stock, issued and outstanding immediately prior to the Effective Time Time, shall be converted into and represent the right to receive receive, payable upon surrender of the certificate or certificates held by Parent which, immediately prior to the Effective Time, represented 100% of the issued and outstanding shares of Common Stock, 29,411,765 shares of common stock of Purchaser, par value $18.30 in cash, without interest (such 0.0001 per share amount, (the “Merger Consideration”). As , payable to Parent as the sole holder of the Effective TimeCommon Stock. The Merger Consideration was determined based on a purchase price of twenty-five million dollars ($25,000,000) and a price per share of common stock of Purchaser of eighty-four cents ($0.85). All such Common Stock, all such shares of Company Common Stock when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each Parent, as the holder of a certificate which immediately prior to the Effective Time represented any or certificates previously evidencing such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share cease to have any rights with respect thereto, except the right to receive the Merger Consideration for 100% of the Common Stock upon the surrender of such certificate or certificates in accordance with Section 3.2. Shares of common stock of the Surviving Corporation with the same rights, powers and privileges Purchaser issued as the shares so converted and shall constitute the only outstanding shares of capital stock part of the Surviving CorporationMerger Consideration will not be registered under the Securities Act of 1933, as amended.

Conversion of Shares. At the Effective Time: (a) except Except as otherwise provided in Section 2.02(b) ), Section 2.02(c), Section 2.04, or Section 2.042.05, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive from Parent $18.30 75.25 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationConsideration to be paid in accordance with Section 2.03, without interest. (b) each Each share of Company Common Stock held by the Company as treasury stock or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; andthereto (excluding, for the avoidance of doubt, the outstanding shares of Company Stock held in the rabbi trust pursuant to the Company’s Supplemental Savings Plan, which shall be converted into the Merger Consideration pursuant to Section 2.01(a)). (c) Each share of Company Stock held by any Subsidiary of either the Company or Parent immediately prior to the Effective Time shall be converted into such number of shares of common stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation common stock immediately following the Effective Time as such Subsidiary owned of Company Stock immediately prior to the Effective Time. (d) Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and and, except as provided in Section 2.02(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Sub, the Company or any holders of shares of capital stock of the Company: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each Each outstanding share of common stock, par value $.01 per share (the "Common Stock"), of the Company that is held in the treasury of the Company and any shares of Common Stock owned by Parent, Sub or any other wholly owned subsidiary of Parent shall be canceled and no consideration shall be delivered in exchange therefor (including each the "Excluded Company Restricted ShareShares"). (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Company Shares and Dissenting Company Shares (as defined in Section 2.3)) shall be converted into the right to receive $18.30 from the Surviving Corporation an amount in cash, without interest interest, equal to $34.75 (such per share amount, the “"Merger Consideration”"). As of the Effective Time, all All such shares of Company Common Stock Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate or certificates (ithe "Certificates") each certificate which immediately prior to the Effective Time represented representing any such shares of Company Common Stock (eachshall cease to have any rights with respect thereto, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only except the right to receive the Merger Consideration, without interest. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each Each share of common stock (each a "Sub Share") of Merger Subsidiary Sub, issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become at the Effective Time one fully paid and nonassessable share of common stock of the Surviving Corporation with the same rightsstock, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock par value $.01 per share, of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each share of Company Each Common Stock (including each Company Restricted Share) Share issued and outstanding immediately prior to the Effective Time (other than Common Shares owned beneficially by the Buyer or the Transitory Subsidiary and Common Shares held in the Company's treasury) shall be converted into and represent the right to receive $18.30 in cash, without interest (such per share amount, subject to the “Merger Consideration”). As provisions of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and Section 1.7) (i) each certificate which immediately prior such number of shares of the common stock of the Buyer ("Buyer Common Stock"), as is equal to the Effective Time represented any such shares of Company Common Stock Conversion Ratio (each, a “Certificate”as defined below) and plus (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior a Note with a principal amount equal to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationNote Conversion Ratio (as defined below). (b) each share of Company The "Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time Conversion Ratio" shall be canceledthe result obtained by dividing (i) 6,250,000 (as appropriately adjusted for any stock split, stock dividend, recapitalization, and no payment shall be made with respect thereto; and the like occurring after the date of this Agreement) by (cii) each share the number of common stock of Merger Subsidiary Common Shares outstanding immediately prior to the Effective Time Time. Each of the Company Stockholders shall be converted into and become one share of common stock entitled to receive immediately 65% of the Surviving Corporation shares of Buyer Common Stock into which their Common Shares were converted pursuant to this Section 1.5 (the "Initial Shares"); the remaining 35% of the shares of Buyer Common Stock into which their Common Shares were converted pursuant to this Section 1.5, rounded to the nearest whole number (the "Escrow Shares"), shall be deposited in escrow pursuant to Section 1.7 and shall be held and disposed of in accordance with the same rights, powers terms of the Escrow Agreement. The Initial Shares and privileges the Escrow Shares shall together be referred to herein as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation"Merger Shares."

Conversion of Shares. At the Effective Time: (a) except Except as otherwise provided in Section 2.02(b), Section 2.02(c) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) Share outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationConsideration to be paid in accordance with Section 2.03, net of applicable withholding Taxes. (b) each share of Company Common Stock Each Share held by the Company as treasury stock or owned by any Subsidiary of either the Company or Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and. (c) each Each Share held by ESL or Parent immediately prior to the Effective Time shall be converted into one one-thousandth of a Surviving Corporation Share (as defined below). (d) Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share a number of fully paid and nonassessable shares of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted (the “Surviving Corporation Shares”) (rounded to the nearest one-one thousandth of a Surviving Corporation Share) equal to (i) one one-thousandth of the total number of shares canceled pursuant to Section 2.02(a) and Section 2.02(b) divided by (ii) the total number of shares of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time, and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation (except for any such shares resulting from the conversion of Shares pursuant to Section 2.02(c)).

Conversion of Shares. At The manner and basis of converting the Effective Timeshares of each of the Constituent Corporations shall be as follows: (a) except At the Effective Time, each share of common stock of the Company, par value $.01 per share (the "Company Common Stock"), which is issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock as otherwise to which dissenters' rights are exercised under Section 262 of the Delaware Law and Section 1.07 hereof and (ii) shares of Company Common Stock held of record by Buyer or Acquisition or any other direct or indirect subsidiary of Buyer or the Company immediately prior to the Effective Time) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and represent the right to receive (as provided in Section 2.02(b1.09(a) hereof) $9.125 in cash (the "Common Stock Merger Consideration"), pro-rated for fractional shares of Company Common Stock outstanding immediately prior to the Effective Time, if any. (b) At the Effective Time, each share of preferred stock of the Company, par value $.01 per share (the "Company Preferred Stock"), which is issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Preferred Stock as to which dissenters' rights are exercised under Section 262 of the Delaware Law and Section 1.07 hereof and (ii) shares of Company Preferred Stock held of record by Buyer or Acquisition or any other direct or indirect subsidiary of Buyer or the Company immediately prior to the Effective Time) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and represent the right to receive (as provided in Section 2.041.09(a) hereof) cash in an amount equal to the product of (x) $9.125 multiplied by (y) an amount which is equal to the quotient of (A) $50 plus all accrued dividends on one share of Company Preferred Stock that remain unpaid as of the Effective Time (which unpaid dividends shall accrue until the Effective Time at the rate of $.010274 per share per day), divided by (B) $7.375 (the "Preferred Stock Merger Consideration"), pro-rated for fractional shares of Company Preferred Stock outstanding immediately prior to the Effective Time, if any. (c) At the Effective Time, each share of common stock of Acquisition, par value $1.00 per share (the "Acquisition Common Stock"), which is issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and exchanged for 6,000 shares of common stock of the Surviving Corporation, which shall constitute the only issued and outstanding shares of capital stock of the Surviving Corporation immediately after the Effective Time. (d) At the Effective Time, each share of Company Common Stock and Company Preferred Stock (including the Company Common Stock and Company Preferred Stock being herein sometimes referred to collectively as the "Company Stock") held of record by Buyer or Acquisition or any other direct or indirect subsidiary of Buyer or the Company immediately prior to the Effective Time and each share of Company Restricted Share) outstanding Stock held in the treasury of the Company immediately prior to the Effective Time shall be converted into the right canceled and cease to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of exist at and after the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the Company or the holders of any shares of Company Stock or any shares of capital stock of Parent or Merger Subsidiary: (a) except Except as otherwise provided in Section 2.02(b) or Section 2.042.02(c), each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 58.00 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationConsideration to be paid in accordance with Section 2.03. (b) each Each share of Company Common Stock held by the Company as treasury stock or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time (other than shares held for the account of third parties) shall be canceled, and no payment shall be made with respect thereto; and. (c) Each share of Company Stock held by any Subsidiary of either the Company or Parent immediately prior to the Effective Time shall be converted into such number of shares of stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock in the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time. (d) Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and and, except as provided in Section 2.02(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. (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: (ai) all shares of Company Common Stock and Company Preferred Stock held by the Company (or held in the Company’s treasury) immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be paid in exchange therefor; (ii) except as otherwise provided in clause (i) above and subject to Section 2.02(b2.7 and Section 2.8, (A) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive cash in the amount of $18.30 0.135936 and (B) each share of Company Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive cash in cash, without interest the amount such share would be entitled to receive under the Company Charter Documents in relation to a Fundamental Transaction (such per share amountas defined in the Company Charter Documents) in the amount of $2,603.483278 (the amounts in each of (A) and (B), the “Per Share Merger Consideration”), less any required withholding Taxes if any, as described in Section 2.7(e). As of the Effective TimeTime and subject to Section 2.8, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and the holders immediately prior to the Effective Time of Company Shares not represented by certificates (ithe “Book-Entry Shares”) each certificate which and the holders of certificates that immediately prior to the Effective Time represented any such shares of Company Common Stock Shares (each, each a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior shall cease to the Effective Time was registered to a holder on the stock transfer books of the Companybe outstanding, shall thereafter represent only be cancelled, and shall cease to have any rights with respect thereto, except the right to receive the applicable Per Share Merger Consideration.Consideration to be paid in consideration therefor upon surrender of such Book-Entry Shares or Certificates in accordance with Section 2.7; and (biii) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceledcommon stock, and no payment shall be made with respect thereto; and (c) each share of common stock par value, of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall be converted into and become one (1) share of common stock of the Surviving Corporation with the same rightsstock, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock no par value, of the Surviving Corporation. (b) If, during the period commencing on the Agreement Date and ending at the Effective Time, any outstanding Company Shares are changed into a different number or class of shares (including by reason of any reclassification, recapitalization, stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, or other similar transaction), the applicable Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any Shares or any shares of capital stock of Merger Subsidiary: (a) except Each Share of capital stock of the Company held by the Company as otherwise provided in Section 2.02(b) treasury stock or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) outstanding owned by Buyer or Merger Subsidiary immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cashshall, without interest (such per share amount, the “Merger Consideration”). As by virtue of the Effective TimeMerger and without any action on the part of the holder thereof, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and thereto and each share that is owned by any subsidiary of the Company or Buyer (cother than Merger Subsidiary) each shall automatically be converted into one fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation; (b) Each share of capital stock of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and non-assessable share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation, par value $0.01 per share, with the same rights and privileges as the shares so converted; and (c) Each Share outstanding immediately prior to the Effective Time shall, except as otherwise provided in clause (a) above or as provided in Section 2.04 with respect to Shares as to which appraisal rights have been exercised, be converted into the right to receive $34.00, or any higher price per Share paid in the Offer, in cash without any interest thereon (the "Merger Consideration"). As of the Effective Time, all Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any Shares shall cease to have any rights with respect thereto, except the right to receive Merger Consideration upon surrender of such certificate in accordance with Section 2.03, without interest.

Conversion of Shares. At the Effective TimeTime by virtue of the Merger and without any action on the part of any holder of shares of Company Stock or any holder of shares of common stock of Merger Subsidiary: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each share The shares of Company Common Stock (including each Company Restricted Share) common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be remain outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to constitute the Effective Time represented any such only outstanding shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the capital stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationSurviving Entity. (b) each Each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries as treasury stock immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto. Each share of Company Stock held by Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto. (c) Each share of Company Stock outstanding and each restricted stock award which represents an outstanding share of Company Stock subject to vesting and forfeiture, in each case, immediately prior to the Effective Time shall, except as otherwise provided in Section 2.02(b),Section 2.02(e), Section 2.03, Section 2.08 or Section 2.11, be converted into the following (collectively, the “Merger Consideration”): (i) for each such share of Company Stock with respect to which an election to receive cash has been effectively made and not revoked and that is not deemed converted into the right to receive the Per Share Stock Consideration pursuant to Section 2.04 (each, a “Cash Electing Share”), the right to receive an amount equal to $28.50 in cash without interest (the “Cash Election Price”); and (cii) for each other such share of common stock Company Stock, the right to receive 0.5022 shares (the “Per Share Stock Consideration”) of Parent Stock. (d) As of the Effective Time, all shares of Company Stock to be converted into the Merger Consideration shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.05(i) and any cash in lieu of any fractional share of Parent Stock pursuant to Section 2.08, in each case to be issued or paid in accordance with Section 2.05, without interest. (e) Each share of Company Stock owned by any Subsidiary of Parent (other than Merger Subsidiary) outstanding immediately prior to the Effective Time shall be converted into and become one the right to receive the Per Share Stock Consideration. (f) Each restricted stock unit representing an unfunded contractual right to receive the value of a share of common stock Company Stock in cash issued under any Company Stock Plan shall receive the Cash Election Price for each unit; provided that if the Cash Election Price cannot be provided under the terms of the Surviving Corporation applicable plans and agreements, Parent and the Company agree to work together in good faith to provide appropriate consideration to the holder of each such unit. (g) In addition to the Merger Consideration and any other consideration payable hereunder, all dividends, distributions, interest, or other amounts accrued but not yet paid with respect to Company restricted stock awards and restricted stock units shall be paid at the Effective Time in accordance with the same rights, powers terms of such restricted stock awards and privileges as the shares so converted and shall constitute the only outstanding shares of capital restricted stock of the Surviving Corporationunits.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) except Each share of common stock, $.00004 par value per share, of the Company ("Old Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares of Old Common Stock held in the Company's treasury and Dissenting Shares (if applicable and as otherwise provided defined in Section 2.02(b1.7)) or Section 2.04shall be converted into and represent the right to receive one depositary share (a "Depositary Share") issued pursuant to the Depositary Agreement (the "Depositary Agreement") dated as of the date hereof by and among the Company, each Alpharma and State Street Bank and Trust Company (the "Depositary"), substantially in the form of Exhibit B attached hereto (such Depositary Shares being referred to herein as the "Merger Consideration"). Each Depositary Share shall evidence one share of Company common stock, $.00004 par value per share, of the Surviving Corporation ("New Common Stock"), subject to the Call Option (as such term is defined in the Depositary Agreement), and shall be represented by a depositary receipt (a "Depositary Receipt"). (b) Each share of Old Common Stock (including each Company Restricted Share) outstanding held in the Company's treasury immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented without payment of any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Considerationconsideration therefor. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each Each share of common stock stock, $.01 par value per share, of Merger the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of thereafter evidence the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporationright to receive $.01 per share.

Conversion of Shares. At the Effective Time: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) Each Share issued and outstanding immediately prior to the Effective Time shall (other than (i) Shares held by Luminex, Purchaser or any wholly-owned subsidiary of Luminex (including Purchaser) or Nanosphere, which shares will be cancelled and retired and will cease to exist, or (ii) Shares held by stockholders who properly exercise appraisal rights under Delaware law) will be converted into the right to receive $18.30 receive, in cash, cash Table of Contents and without interest (such per share amountinterest, the “Merger Consideration”). As of At the Effective Time, all such shares of Company Common Stock shall common stock will no longer be outstanding and shall automatically all shares of Company common stock will be canceled cancelled and retired and shall will cease to exist, and (i) each holder of a certificate which immediately prior to the Effective Time represented formerly representing any such shares shares, inclusive of Company Common Stock (eacheffective affidavits of loss, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior as well as Book-Entry Shares, will cease to the Effective Time was registered to a holder on the stock transfer books of the Companyhave any rights with respect thereto, shall thereafter represent only except the right to receive the Merger Consideration. . If at any time during the period between the date of the Merger Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur (b) each share other than the issuance of additional shares of capital stock of the Company Common Stock held as permitted by the Company Merger Agreement), including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or owned by Parent combination, exchange or readjustment of shares, or any of its Subsidiaries immediately prior stock dividend or distribution paid in stock, the Offer Price and the Merger Consideration (as applicable) and any other amounts payable pursuant to the Effective Time Merger Agreement shall be canceled, and no payment shall be made with respect thereto; and (c) each appropriately adjusted to reflect such change. Each share of common stock of Merger Subsidiary Purchaser outstanding immediately prior to the Effective Time shall will be converted into and become one fully paid, nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each a. Each share of common stock, no par value per share, of the Company Common Stock (including each the "Company Restricted ShareShares") issued and outstanding immediately prior to the Effective Time (other than Company Shares owned beneficially by the Buyer or the Transitory Subsidiary and Company Shares held in the Company's treasury) shall be converted into and represent the right to receive (subject to the provisions of Section 1.9) such number of shares of common stock, $18.30 in cash.01 par value per share, without interest (such per share amount, the “Merger Consideration”). As of the Effective TimeBuyer (the "Buyer Common Stock") as is equal to the Conversion Ratio. The "Conversion Ratio" shall be equal to a fraction, all such shares (x) the numerator of which shall be 1,000,000 and (y) the denominator of which shall be the number of Company Common Stock shall no longer be outstanding Shares issued and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time (other than Company Shares held in the Company's treasury). The Conversion Ratio shall be converted into subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Buyer Common Stock between the date of this Agreement and become one share of common stock the Effective Time. The Stockholders, who represent all of the Surviving Corporation stockholders of record of the Company, shall be entitled to receive immediately 90% of the shares of Buyer Common Stock into which their Company Shares were converted pursuant to this Section 1.5(a) (the "Initial Shares"); the remaining 10% of the shares of Buyer Common Stock into which Company Shares were converted pursuant to this Section 1.5(a) (the "Escrow Shares") shall be deposited in escrow pursuant to Section 1.9 and shall be held and disposed of in accordance with the same rights, powers terms of the Escrow Agreement. The Initial Shares and privileges the Escrow Shares shall together be referred to herein as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation"Merger Shares."

Conversion of Shares. At the Effective Time, by virtue of the Merger and automatically without any action on the part of the holders thereof or the parties hereto: (a) except Except as otherwise provided in ‎ Section 2.02(b), ‎ Section 2.02(c), Section 2.02(d) or ‎ Section 2.04, each share of Company Common Stock common stock of the Company, par value $0.001 per share (including each Company Restricted a “Share) ” and collectively, the “Shares”), outstanding immediately prior to the Effective Time (excluding each Share of Company Restricted Stock, which Shares are subject to Section 2.05) shall be converted into the right to receive receive: (i) $18.30 23.00 in cash, without interest interest; plus (such per share amountii) if applicable, the Additional Consideration (collectively, (i) and (ii)the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationConsideration on the terms and conditions set forth herein. (b) each share of Company Common Stock Each Share held by the Company as treasury stock (other than Shares in an Employee Plan of the Company) or owned by Parent or any of its Subsidiaries Merger Sub immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and. (c) each Each share of common stock of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (d) Each Share held by any Subsidiary of either the Company or Parent (other than Merger Sub) immediately prior to the Effective Time shall be converted into such number of shares of common stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned of the Company immediately prior to the Effective Time.

Conversion of Shares. (a) At the Effective TimeTime by virtue of the Merger and without any action on the part of the holder thereof: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock Share held by the Company as treasury stock or owned by Parent or any Subsidiary of its Subsidiaries Parent immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and; (cii) each share of common stock of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (iii) the Shares outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 3.1(a)(i) and subject to Section 3.1(b), be converted into an aggregate of 12,760,000 shares of Common Stock. (b) All Common Stock issued as provided in Section 3.1(a)(iii) shall be of the same class and shall have the same terms as the currently outstanding Common Stock. The shares of Common Stock to be received as consideration pursuant to the Merger with respect to Shares are referred to herein as the "Merger Consideration." The number of shares of Common Stock received as the Merger Consideration shall be adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization or any like change with respect to the Common Stock occurring after the date hereof and prior to the Effective Time. (c) From and after the Effective Time, all Shares converted in accordance with Section 3.1(a)(iii) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with Section 3.1(a)(ii).

Conversion of Shares. (a) At the Effective Time: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, Time each share of Company Common Stock (including each Company Restricted Share) Share issued and outstanding immediately prior to the Effective Time shall (other than Shares held in Company's treasury or by any of Company's subsidiaries; Shares held by Parent, Purchaser or any other subsidiary of Parent; and Shares held by shareholders of Company duly exercising appraisal rights pursuant to Chapter 13 of the CCC ("DISSENTING SHAREHOLDERS")) will, by virtue of the Merger and without any action on the part of Purchaser, Company or the holder thereof, be converted into and become the right to receive an amount in cash equal to $18.30 1.78 per Share, net to the Seller in cashcash (the "MERGER CONSIDERATION"), without interest upon surrender of the certificate formerly representing such Share in the manner provided in SECTION 2.12. (such per share amount, the “Merger Consideration”). As of b) At the Effective Time, all such shares each Share held in the treasury of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existeach Share held by Parent, and (i) each certificate which Purchaser or any subsidiary of Parent, Purchaser or Company immediately prior to the Effective Time represented shall, by virtue of the Merger and without any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder action on the stock transfer books part of the CompanyPurchaser, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall holder thereof, be canceled, retired and no cease to exist without payment shall be made with respect thereto; andof any consideration therefor and without any conversion thereof. (c) At the Effective Time, each share of common any other capital stock of Company (other than the Shares) will, by virtue of the Merger Subsidiary outstanding immediately prior and without any action on the part of Purchaser, Company or the holder thereof, be canceled, retired and cease to exist without payment of any consideration therefor and without any conversion thereof. (d) At the Effective Time shall Time, each outstanding share of Purchaser's common stock, par value $0.001 per share, will be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation's common stock, par value $0.001 per share.

Conversion of Shares. At Subject to the provisions of this Article II, at the Effective Time, by virtue of the Merger and without any action on the part of MWEX, Superior or Purchaser or the stockholders of any of the foregoing, the shares of the constituent corporations shall be converted as follows: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each Each share of Company Common Stock (including each Company Restricted Share) capital stock of MWEX issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of remain issued and outstanding from and after the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each Each share of Company Purchaser's Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, issued and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock Common Stock of the Surviving Corporation. (c) Each share of Superior's Common Stock issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive 18,000,000 shares of Common Stock of MWEX, as adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into common stock of MWEX), as the case may be, occurring after the date hereof and prior to the Effective Date (the "Exchange Ratio") (hereinafter such MWEX shares shall be referred to as the "Consideration Shares" or the "Merger Consideration"). The Consideration Shares shall, upon issuance and delivery to the stockholders of Superior in accordance with the terms hereof, be fully paid, validly issued and non-assessable, but shall not be registered securities under the Securities Act of 1933, as amended, (the "Securities Act") pursuant to a valid exemption thereunder.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) except Each Common Share issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall be cancelled and retired without payment of any consideration therefor. (b) Each Series A Share issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Series A Shares held in SnowShore’s treasury) shall be converted into and represent the right to receive approximately .000002647% of the Merger Consideration per Series A Share, without any interest thereon (subject to the provisions of Section 1.10). Each Series B Share issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Series B Shares held in SnowShore’s treasury) shall be converted into and represent the right to receive approximately .000003706% of the Merger Consideration per Series B Share, without any interest thereon (subject to the provisions of Section 1.10). The aggregate percentage of the Merger Consideration payable to each of the Preferred Stockholders shall be as otherwise provided set forth on Schedule I hereto, and the Representative shall have authority, on behalf of the Preferred Stockholders, to resolve any issues of rounding in Section 2.02(bcomputing the Merger Consideration payable to any Preferred Stockholder. (c) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) outstanding Each SnowShore Share held in SnowShore’s treasury immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented without payment of any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Considerationconsideration therefor. (bd) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each Each share of common stock stock, $.001 par value per share, of Merger Subsidiary Canal issued and outstanding immediately prior to the Effective Time shall be converted into and become thereafter evidence one share of common stock of the Surviving Corporation with the same rightsstock, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock $.001 par value per share, of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Intermediate Merger Subsidiary or Merger Subsidiary or the holders of any capital stock of the Company or Merger Subsidiary: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares, shall be canceled and converted into the right to receive $46.50 in cash, without interest (including the “Merger Consideration”); (b) each share of Company Restricted Share) outstanding Stock held by the Company or any Subsidiary of the Company as treasury stock or owned by Parent, Intermediate Merger Subsidiary, or Merger Subsidiary, or by any other Subsidiary of Parent or Intermediate Merger Subsidiary, immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock stock, par value $0.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) newly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation with the same rightsCorporation, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing shares of Merger Subsidiary common stock shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence. (d) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Stock are changed into a different number, type or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Merger Consideration shall be appropriately adjusted, without duplication, to provide the same economic effect as contemplated by this Agreement prior to such change. Nothing in this Section 2.02(d) shall be construed to permit the Company to take any action with respect to its securities that is otherwise prohibited or restricted by the terms of this Agreement.

Conversion of Shares. At the Effective Time: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each Each share of common stock, $.001 par value per share, of the Company Common Stock (including each Company Restricted Sharethe "COMPANY COMMON STOCK" or the "SHARES") issued and outstanding immediately prior to the Effective Time shall (other than Shares to be cancelled pursuant to Section 3.1(c) hereof) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive .2433 (the "EXCHANGE RATIO"), of a fully paid and nonassessable share of Parent Common Stock (the "MERGER CONSIDERATION"). (b) Each share of Common Stock, par value $18.30 in cash.001 per share, of Sub (the "SUB COMMON STOCK"), issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without interest any action on the part of Parent or Sub, be converted into one fully paid and nonassessable share of common stock, $.001 par value per share, of the Surviving Corporation. (such per share amount, the “Merger Consideration”). As of c) At the Effective Time, all such shares of Company Common Stock that are owned by the Company as treasury stock and any shares of Company Common Stock owned by Parent, Sub or any other wholly owned Subsidiary (as defined in Section 4.1 hereof) of Parent shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to existexist and no Parent Common Stock or other consideration shall be delivered in exchange therefor. (d) On and after the Effective Time, and (i) each certificate holders of certificates which immediately prior to the Effective Time represented outstanding Shares (the "CERTIFICATES") shall cease to have any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books rights as stockholders of the Company, shall thereafter represent only except the right to receive the Merger Consideration. (b) Consideration for each share of Company Common Stock Share represented by such Certificates and held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporationsuch holders.

Conversion of Shares. (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 any of the foregoing: (ai) except as otherwise provided in Section 2.02(b) or Section 2.04, each share any shares of Company Common Stock (including each owned as treasury stock of the Company Restricted Share) outstanding or owned by Parent or by any direct or indirect wholly owned Subsidiary of Parent immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and no consideration shall be delivered in exchange therefor; and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries outstanding immediately prior to the Effective Time (excluding shares to be canceled pursuant to Section 1.4(a)(i) and Dissenting Shares) shall be canceledautomatically converted solely into the right to receive a number of shares of Parent Common Stock equal to the Exchange Ratio (the “Merger Shares”). No fractional shares of Parent Common Stock shall be issued in connection with the Merger as a result of the conversion provided for in this Section 1.4(a)(ii), and no payment certificates or scrip for any such fractional shares shall be made issued. Any fractional shares of Parent Common Stock that that would be issuable as a result of the conversion provided for in Section 1.4(a)(ii) shall be rounded up to the next whole share. For the avoidance of any doubt, no Shares of Parent Preferred Stock will be issued in connection with respect thereto; andthe Merger to former holders of Company Common Stock (or any other class of capital stock of the Company). (cb) each Each share of common stock stock, $0.001 par value per share, of Merger Subsidiary Sub issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.001 par value per share, of the Company as the surviving corporation of the Merger. Each stock certificate of Merger Sub evidencing ownership of any such shares shall, as of the Effective Time, evidence ownership of such shares of common stock of the Surviving Corporation with the same rights, powers and privileges Company as the shares so converted and shall constitute the only outstanding shares of capital stock surviving corporation of the Surviving CorporationMerger.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any party: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each Each share of common stock stock, par value $0.001 per share, of Merger Subsidiary MergerSub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock stock, par value $0.001 per share, of Surviving Corporation, so that, after the Effective Time, Parent shall be the holder of all of the Surviving Corporation with the same rights, powers issued and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock Surviving Corporation’s common stock. (b) Each share of common stock, par value $0.001, of Holding (“Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any shares of Common Stock cancelled and retired in accordance with Section 1.6(c) and any Dissenting Shares) and all rights in respect thereof, shall by virtue of the Surviving CorporationMerger at the Effective Time and without any action on the part of the holder thereof, be converted into the right to receive, upon the surrender of the certificate representing such share of Common Stock as provided in Section 1.11(a), (A) the Initial Per Share Merger Consideration, payable in accordance with Article I and (B) such additional amounts as may be payable to such Stockholder from time to time after the Closing pursuant to Section 2.8 or the Escrow Agreement, in cash, payable to the holder thereof without interest, and such shares shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist. (c) Each share of Common Stock held by Holding or held in the treasury of Holding immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no consideration shall be delivered, and no payment or distribution shall be made, with respect thereto.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or any holder of any share of capital stock of the Company or Merger Sub: (a) Each share of common stock of the Company, no par value per share ("Company Common Stock"), issued and outstanding immediately prior thereto (except for shares referred to in SECTION 1.3(b) hereof) shall be converted into the right to receive a number of shares of (i) the common stock of the Parent, par value $.01 per share ("Parent Common Stock"), and (ii) Series A Preferred Stock of Parent, par value $.01 per share (the "Parent Preferred Stock") as otherwise provided reflected on attached EXHIBIT C. Parent Preferred Stock shall have such rights and preferences as specified in Section 2.02(bthe Certificate of Designation as filed with the Delaware Secretary of State and in the form attached hereto as EXHIBIT D. (b) or Section 2.04, each Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held in the treasury of the Company or is then owned beneficially or of record by Parent, Merger Sub, or any direct or indirect wholly owned subsidiary of Parent or the Company shall be canceled in accordance with applicable laws without payment of any consideration therefor and without any conversion thereof. (including each c) Each share of any other class of capital stock of the Company Restricted Share(other than Company Common Stock) shall be canceled without payment of any consideration therefor and without any conversion thereof. (d) Each share of common stock of Merger Sub, par value $.01 per share ("Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of the common stock of the Surviving Corporation, par value $.01 per share ("Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCommon Stock").

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of the Company, Merger Sub, Two Trees or any Two Trees Stockholder: (ai) except any shares of Two Trees Stock held as otherwise provided in Section 2.02(b) treasury stock or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) outstanding held or owned by Two Trees or Merger Sub immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; and (iii) subject to Section 2.09(b), each certificate which share of Two Trees Stock outstanding immediately prior to the Effective Time represented any such Time, excluding shares to be canceled pursuant to Section 2.09(a)(i), and excluding Two Trees Dissenting Shares, shall be automatically converted solely into the right to receive a number of shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior equal to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Per Share Consideration. (b) each No fractional shares of Company Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued and any fractional share of Company Common Stock held by the Company or owned by Parent or otherwise issuable to any of its Subsidiaries immediately prior Two Trees Stockholder shall be rounded up to the Effective Time shall be canceled, and no payment shall be made with respect thereto; andnext whole share. (c) each Each share of common stock stock, $0.0001 par value per share, of Merger Subsidiary Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.001 par value per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall, as of the Effective Time, evidence ownership of such shares of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (d) All Two Trees Options outstanding immediately prior to the Effective Time shall be treated in accordance with Section 2.13.

Conversion of Shares. (a) At the Effective Time: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each share all shares of Company Merger Sub Common Stock (including each Company Restricted Share) issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of Purchaser, be converted into and thereafter evidence in the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and aggregate (i) each certificate which immediately prior a number of Surviving Corporation Common Shares equal to the Effective Time represented any such shares excess of Company Common Stock (each, a “Certificate”) 14,750,000 over the number of CIBC Rollover Shares and (ii) each uncertificated 295,000 Surviving Corporation Preferred Shares. Each share of Company Merger Sub Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, issued and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time Time, when converted in accordance with this Section 2.03(a), shall no longer be outstanding, shall automatically be canceled and shall cease to exist. (b) At the Effective Time, each CIBC Rollover Share, by virtue of the Merger and without any action on the part of CIBC or Purchaser, shall remain outstanding as a Surviving Corporation Common Share. (c) At the Effective Time, each Company Share other than the CIBC Rollover Shares (which shall remain outstanding in accordance with Section 2.03(b)) and other than Company Shares held by Merger Sub (which shall be cancelled) shall, by virtue of the Merger and without any action on the part of the holder thereof (any such holder, an "Eligible Holder"), be converted into and become one share of common stock of thereafter evidence the Surviving Corporation right to receive, without interest, the Per Share Merger Consideration, less income tax and employment withholding tax, if applicable. Each Company Share issued and outstanding immediately prior to the Effective Time, when converted in accordance with the same rightsthis Section 2.03(c), powers and privileges as the shares so converted shall no longer be outstanding, shall automatically be canceled and shall constitute cease to exist. (d) After the only outstanding shares of capital stock of Effective Time, each Eligible Holder who holds Certificates formerly representing Company Shares shall have no rights with respect to the Surviving Corporation, except the right to receive, without interest, the Per Share Merger Consideration in respect of each such Company Share, less income tax and employment withholding tax, if applicable, upon surrender of the Certificate(s) evidencing such Company Shares in accordance with Section 2.04.

Conversion of Shares. At As of the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each Each share of Company Common Stock (including each Company Restricted Share) capital stock of Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of Common Stock, par value $1 per share, of the Surviving Corporation. (b) All shares of common stock, par value $1 per share, of Company ("Company Common Stock") or other capital stock of Company that are owned by Company as treasury stock or by any wholly owned Company Subsidiary and any shares of Company Common Stock owned by Merger Partner, Sub or any other wholly owned Merger Partner Subsidiary (as defined in Section 5.3) shall be canceled and retired and shall cease to exist and no stock of Merger Partner or other consideration shall be delivered in exchange therefor. (c) Subject to Section 2.3(c), each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.2(b)) shall be converted into a right to receive a number (the "Exchange Ratio") of shares, or fraction thereof, of voting common stock, par value of one Dutch Guilder per share, of Merger Partner ("Merger Partner Common Stock") determined by dividing $18.30 in cash28.00 by the Share Price (as defined below), without interest (such per share amountsubject to the provisions of Section 8.1(b)(vi) or 8.1(c)(vi), the “Merger Consideration”)if applicable. As of the Effective Time, all All such shares of Company Common Stock Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate previously representing any such shares (a "Certificate") shall thereafter represent the right to receive that number of shares of Merger Partner Common Stock into which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share have been converted. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Merger Partner Common Stock, and cash in lieu of any fractional share, issued in consideration therefor upon the surrender of such certificates in accordance with Section 2.3, without interest. For purposes of this Agreement, (an “Uncertificated Share”i) which immediately prior the term "Share Price" shall be equal to the Effective Time was registered to a holder on Fair Market Value at the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.Effective

Conversion of Shares. (a) At the Effective Time: , by virtue of the Merger and without any action on the part of the holders thereof, and subject to Section 3.4 and Section 3.10, (ai) except as otherwise provided in Section 2.02(b) or Section 2.04, each share of common stock, no par value per share (the "Company Common Stock"), (ii) each share of Series A Preferred Stock, no par value per share (the "Series A Preferred Stock"), and (iii) each share of Series B Preferred Stock, no par value per share (the "Series B Preferred Stock") of the Company (collectively, the Common Stock, Series A Preferred Stock, and the Series B Preferred Stock (including each are referred to herein as the "Company Restricted ShareStock") that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cashreceive, without interest (such per share amount, the “Merger Consideration”). As upon surrender of the Effective Time, all certificate formerly representing such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Stock (the "Certificate"), that number of shares of the Common Stock of Acquiror, $0.001 par value per share (an “Uncertificated Share”"Acquiror Stock") which immediately prior as equals the Exchange Ratio for such class or series, plus, as to the Effective Time was registered Series B Preferred Stock, shares of Acquiror Stock equal to a holder on the stock transfer books Series B Preference Amount (as set forth in Section 2(a) of Article III of the Articles of Incorporation of the Company, shall thereafter represent only the right to receive the Merger Consideration). (b) For purposes of calculating the Exchange Ratio, each share of Company Common Stock that is held by in the treasury of the Company or owned by Parent or any subsidiary of its Subsidiaries the Company immediately prior to the Effective Time shall not be canceledso converted but shall be canceled and retired, and no payment consideration shall be made with respect thereto; anddelivered in exchange therefor. (c) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of the common stock stock, $0.001 value per share, of Merger Subsidiary Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become continue as one share of the common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Sub, the Company or any holders of Shares: (a) except Each outstanding share of Common Stock that are held in the treasury of the Company immediately prior to the Effective Time and any shares of Common Stock owned at the Offer Commencement Date by Parent, Sub or any other wholly owned Subsidiary (as otherwise provided defined in Section 2.02(b10.12) or Section 2.04, each of Parent shall be canceled and no consideration shall be delivered in exchange therefor. (b) Each share of Company Common Stock (including each Company Restricted Share) issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock to be canceled in accordance with Section 3.1(a) and other than Dissenting Company Shares (as defined in Section 3.3)) shall be converted into the right to receive $18.30 from the Surviving Corporation an amount in cash, without interest interest, equal to the Offer Price (such per share amount, the “Merger Consideration”). As of the Effective Time, all All such shares of Company Common Stock Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate or certificates (ithe “Common Stock Certificates”) each certificate which immediately prior to the Effective Time represented representing any such shares of Company Common Stock (eachshall cease to have any rights with respect thereto, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only except the right to receive the Merger Consideration, without interest. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each Each share of common stock (each a “Sub Share”) of Merger Subsidiary Sub, issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become at the Effective Time one fully paid and nonassessable share of common stock of the Surviving Corporation with the same rightsstock, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock par value $0.01 per share, of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and automatically without any action on the part of the holders thereof or the parties hereto: (a) except Except as otherwise provided in Section 2.02(b), Section 2.02(c), Section 2.02(d) or Section 2.04, each share of Company Common Stock common stock of the Company, par value $0.001 per share (including each Company Restricted a “Share) ” and collectively, the “Shares”), outstanding immediately prior to the Effective Time (excluding each Share of Company Restricted Stock, which Shares are subject to Section 2.05) shall be converted into the right to receive receive: (i) $18.30 23.00 in cash, without interest interest; plus (such per share amountii) if applicable, the Additional Consideration (collectively, (i) and (ii)the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationConsideration on the terms and conditions set forth herein. (b) each share of Company Common Stock Each Share held by the Company as treasury stock (other than Shares in an Employee Plan of the Company) or owned by Parent or any of its Subsidiaries Merger Sub immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and. (c) each Each share of common stock of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (d) Each Share held by any Subsidiary of either the Company or Parent (other than Merger Sub) immediately prior to the Effective Time shall be converted into such number of shares of common stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned of the Company immediately prior to the Effective Time.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, Merger Subsidiary, Parent or the Company: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each share of the Company’s common stock, no par value (the “Common Stock”), held in the Company’s treasury or owned by the Company or any direct or indirect wholly-owned subsidiary of the Company immediately prior to the Effective Time, if any, shall be extinguished and cancelled without payment of any consideration with respect thereto; and (b) 100% of the Company’s Common Stock (including each Company Restricted Share) Stock, issued and outstanding immediately prior to the Effective Time Time, shall be converted into and represent the right to receive receive, payable upon surrender of the certificate or certificates held by Parent which, immediately prior to the Effective Time, represented 100% of the issued and outstanding shares of Common Stock, 8,589,637 shares of common stock of Purchaser, par value $18.30 in cash, without interest (such 0.0001 per share amount, (the “Merger Consideration”). As , payable to Parent as the sole holder of the Effective TimeCommon Stock, all without interest. The Merger Consideration was determined based on a purchase price of $6,200,000 and a price per share of common stock of Purchaser of $0.7218. All such shares of Company Common Stock Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each Parent, as the holder of a certificate which immediately prior to the Effective Time represented any or certificates previously evidencing such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share cease to have any rights with respect thereto, except the right to receive the Merger Consideration for 100% of the Common Stock upon the surrender of such certificate or certificates in accordance with Section 3.2. Shares of common stock of the Surviving Corporation with the same rights, powers and privileges Purchaser issued as the shares so converted and shall constitute the only outstanding shares of capital stock part of the Surviving CorporationMerger Consideration will not be registered under the Securities Act of 1933, as amended.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except as otherwise provided in Section 2.02(b2.2(b) or Section 2.042.2(c), each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be cancelled and converted into the right to receive $18.30 86.00 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration.Consideration to be paid in accordance with Section 2.3, without interest; provided, however, that the Merger Consideration will be equitably adjusted appropriately to reflect the effect of any stock split, stock dividend (including any dividend or other distribution of securities convertible into Company Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar changes with respect to the Company Stock, occurring on or after the date of this Agreement and prior to the Effective Time; (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Stock held by any Subsidiary of either the Company or Parent (other than Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.001 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned of the Company immediately prior to the Effective Time (such shares, together with the shares described in Section 2.2(b), “Excluded Shares”); and (cd) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one (1) share of common stock stock, par value $0.001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and and, together with the shares described in Section 2.2(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the Company or the holders of any shares of Company Capital Stock or any shares of capital stock of Parent or Merger Subsidiary: (a) except Except as otherwise provided in Section 2.02(b) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 4.40 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each Each share of Company Common Stock held by the Company or any of its Subsidiaries or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceledcanceled and extinguished without any conversion thereof, and no payment shall be made with respect thereto; and. (c) each Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares by virtue of Company Common Stock shall no longer be outstanding the Merger and shall automatically be canceled and retired and shall cease to exist, and without any action on the part of the holders thereof: (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted converted, and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Subsidiary shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with this Section 1.2(a)(i). (ii) Each share of common stock, par value $0.001 per share, of the Company (a "Company Share") held by the Company as treasury stock or owned by Parent or any subsidiary of Parent (together with the associated Company Right (as defined in Section 3.2, if any)), shall be cancelled, and no payment shall be made with respect thereto. (iii) Each Company Share (together with the associated Company Right) outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 1.2(a)(ii), by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive 0.0710 (the "Exchange Ratio") of a share of common stock, par value $0.0001 per share, of Parent ("Parent Common Stock"); provided, however, that if average closing sale price of one share of Parent

Conversion of Shares. At the Effective Time: (a) except as otherwise provided in Section 2.02(b4.01(b) or Section 2.044.05, each share of Company Common Stock (including each Company Restricted Share) outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 53.00 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration. (b) each share of Company Common Stock held by the Company or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Timetime, by virtue of the Merger, and without any action on the part of Parent, Merger Sub, Company or the holders of any of the following securities: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, each share of common stock, $.01 par value per share, of Company ("Company Common Stock (including each Company Restricted ShareStock") issued and outstanding immediately prior to before the Effective Time shall (excluding those held in the treasury of Company and those owned by any wholly owned Subsidiary of Company) and all rights in respect thereof, shall, forthwith cease to exist and be converted into and become exchangeable for 0.41 of a share (the right to receive "Exchange Ratio") of common stock, $18.30 in cash.001 par value, without interest of Parent (such per share amount, the “Merger Consideration”"Parent Common Stock"). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger Consideration.; (b) each share of Company Common Stock held by in the treasury of Company or owned by Parent or any wholly owned Subsidiary of its Subsidiaries Company immediately prior to the Effective Time shall be canceledcanceled and retired and no shares of stock or other securities of Parent, the Surviving Corporation or any other corporation shall be issuable, and no payment of other consideration shall be made made, with respect thereto; and; (c) each issued and outstanding share of common capital stock of Merger Subsidiary outstanding immediately prior to the Effective Time Sub shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation with Corporation; and (d) from and after the same rightsEffective Time, powers and privileges as the shares so converted and shall constitute the only each outstanding certificate theretofore representing shares of capital Merger Sub common stock shall be deemed for all purposes to evidence ownership of and to represent the number of shares of Surviving CorporationCorporation common stock into which such shares of Merger Sub common stock shall have been converted.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any shares of Company Stock or any shares of capital stock of Parent or Merger Sub: (a) except Except as otherwise provided in Section ‎Section 2.02(b) ), ‎Section 2.02(c), ‎Section 2.04 or Section 2.04‎Section 2.05, each share of Company Common Stock (including each Company Restricted Share) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $18.30 35.25 in cash, without interest (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company, shall thereafter represent only the right to receive the Merger ConsiderationConsideration to be paid in accordance with ‎Section 2.03, without interest. (b) each Each share of Company Common Stock held by the Company as treasury stock or owned by Parent or any of its Subsidiaries Merger Sub immediately prior to the Effective Time (other than shares of Company Stock held by any such Person in a trustee, custodian or nominee capacity for the account of clients or customers of such Persons) shall be canceled, and no payment shall be made with respect thereto; and. (c) Each share of Company Stock held by any Subsidiary of either the Company or the Parent (other than Merger Sub) immediately prior to the Effective Time (other than shares of Company Stock held by any such Person in a trustee, custodian or nominee capacity for the account of clients or customers of such Persons) shall be converted into such number of shares of stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock in the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time. (d) Each share of common stock of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and and, except as provided in ‎Section 2.02(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or the Company: (a) except Except as otherwise provided in Section 2.02(b2.04(b) or Section 2.042.06, each share of Company Common Stock (including each Company Restricted Share) Share issued and outstanding immediately prior to the Effective Time Time, shall be converted automatically into the right to receive $18.30 in cash, without interest (such 5.00 per share amount, (the “Merger Consideration”), payable to the holder in cash, without interest, subject to any withholding of Taxes required by applicable Law as provided in Section 2.10. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each certificate which immediately prior to the Effective Time represented formerly representing any such shares of Company Common Stock Shares (each, a “Certificate”) and each Share formerly represented in book-entry form (ii) each uncertificated share of Company Common Stock (an each, a “Uncertificated Book-Entry Share”) which immediately prior shall automatically be canceled and retired and all Shares represented thereby shall cease to the Effective Time was registered to a holder on the stock transfer books of the Companyexist, and shall thereafter represent only the right to receive the Merger ConsiderationConsideration to be paid in accordance with Section 2.05. (b) each share of Company Common Stock Each Share held by the Company as treasury stock and each Share held by Parent, Merger Sub or any wholly owned by Subsidiary of Parent or of the Company (in each case other than shares held in any of its Subsidiaries Employee Plans or related trust accounts), in each case immediately prior to the Effective Time Time, shall be canceledcanceled and retired, and no payment shall be made with respect thereto; and. (c) each Each share of common stock of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and non-assessable share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing shares of common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.