Common use of Conversion of Shares Clause in Contracts

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 3.03(b) or Section 3.03(c), each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, 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 Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 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 (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, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, by virtue as a result of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders thereofof any capital stock of Parent, Merger Sub or the Company: (a) except as otherwise provided in Section 3.03(b2.03(b) or Section 3.03(c)2.05, each share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”) and Class B common stock of the Company, par value $0.0001 per share (the “Class B Common Stock” and together with the Class A Common Stock, the “Company Common Stock Stock”) that is issued and outstanding immediately prior to the Effective Time shall be automatically canceled and converted into the right to receive the Offer Price $10.00 per share in cash, cash without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”). 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 shall cease to exist, and each holder of any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with this Agreement; (b) each share of Company Common Stock held by in the treasury of the Company, each Rollover Share and any shares of Company as treasury stock or Common Stock owned by the Ultimate Parent, Parent or Merger Subsidiary Sub immediately prior to the Effective Time shall automatically be canceled, canceled and shall cease to exist and no payment consideration shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 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 delivered in the Company immediately prior to the Effective Timeexchange therefor; and (dc) 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, par value $0.01 0.00001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), 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 3.03(b2.02(b) or Section 3.03(c)2.04, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $42 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “"Merger Consideration”"); (b) each share of Company Common Stock Share held by the Company Elf as treasury stock or owned by the Ultimate Parent, Parent TULIP or Merger Subsidiary any of their Subsidiaries immediately prior to the Effective Time shall be canceledremain outstanding after the Merger, and no payment shall be made with respect theretothereto and all such shares shall thereafter constitute shares of capital stock of the Surviving Corporation; provided that if the TULIP Merger is not consummated and the condition set forth in Section 9.01(d) is satisfied, each Share held by TULIP or any of its subsidiaries shall not remain outstanding but instead shall be converted into the right to receive the Merger Consideration; (c) each share the shares of Company Common Stock held by any common stock of Merger Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) outstanding immediately prior to the Effective Time shall be converted into such and become that number of shares of common stock, par value $0.01 per share, stock 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 equal to the Effective Timenumber of Shares converted pursuant to Section 2.02(a); and (dprovided that if the TULIP Merger is not consummated and the condition set forth in Section 9.01(d) is satisfied, 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, par value $0.01 per share, stock of the Surviving Corporation with Corporation; and (d) the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.Corporation outstanding after the Effective Time pursuant to Sections 2.02(b) and 2.02

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 Sections 3.03(b), 3.03(c) or Section 3.03(c)3.05, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount in cash equal to the Offer Price in cashPrice, without interest and subject to interest, less any required Tax applicable withholding made pursuant to Section 3.08 Taxes (the “Merger Consideration”); (b) each share of Company Common Stock Share held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary (whether pursuant to the Offer or otherwise) 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 Share held by any wholly-owned (directly or indirectly) Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 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 (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, par value $0.01 0.001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the and (in addition to shares described referred to in Section 3.03(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 holders thereof: (ai) except as otherwise provided in Section 3.03(b) or Section 3.03(ceach outstanding share of common stock, $.01 par value per share (the "Shares"), each share of the Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (bii) each share of series 1996 convertible preferred stock, $.01 par value per share (the "Company Common Stock Preferred Shares"), of the Company held by the Company as treasury stock or owned by the Ultimate Parent, Parent RHCI or Merger Subsidiary any subsidiary of RHCI immediately prior to the Effective Time shall be canceledcancelled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 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 (db) each share of common stock stock, $.01 par value per share, of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, $.01 par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; (c) each Share outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 1.02(a) or as provided in Section 1.07 with respect to Shares as to which appraisal rights have been exercised, be converted into the right to receive one- third (1/3)(the "Conversion Number") of a fully paid and nonassessable share of RHCI's common stock, $.01 par value per share (the "RHCI Common Stock"), including Rights (as hereafter defined) in respect thereof under the Rights Plan (as hereafter defined); and (d) each Company Preferred Share outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 1.02(a) or as provided in Section 1.07 with respect to Company Preferred Shares as to which appraisal rights have been exercised, be converted into the right to receive one (1) (the "Preferred Conversion Number") fully paid and nonassessable share of RHCI's Class B Preferred Stock, Series 1996, $1.00 par value per share having the rights and preferences set forth in Section 8.03(iii) hereof (the "RHCI Series 1996 Preferred 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 as otherwise provided in Section 3.03(b) or Section 3.03(c), each share all shares of capital stock of the Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent Buyer or Merger Subsidiary any subsidiary of Buyer 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 either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 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 (db) each share of common stock and preferred stock of Merger Subsidiary Buyer outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock and preferred stock, par value $0.01 per sharerespectively, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (c) except as otherwise provided in Section 1.02(a) or as provided in Section 1.04 with respect to Shares (as defined below) as to which appraisal rights have been exercised, (i) each share of (x) Class A Common Stock, par value $0.01 per share, of the Company ("Class A Shares") issued and outstanding immediately prior to the Effective Time and (y) Class B Common Stock, par value $0.01 per share, of the Company (the "Class B Shares") issued and outstanding immediately prior to the Effective Time, shall in each case be converted into the right to receive $14.00 in cash, without interest (the "Merger Consideration") and (ii) each share of Series A Cumulative Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock" and, together with the Class A Shares and the Class B Shares, the "Shares"), of the Company issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the product of the Merger Consideration and the number of Class A Shares into which each such share of Series A Preferred Stock is convertible at such time in connection with a change of control.

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 3.03(b), Section 3.03(c) or Section 3.03(c)3.05, each share of Company Common Stock Share outstanding immediately prior to the Effective Time (together with the Company Rights attached to each such share) shall be converted into the right to receive $13.50 in cash or any different amount paid per Company Share in the Offer Price in cashOffer, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or Share owned by the Ultimate Parent, Parent or Merger Subsidiary (whether pursuant to the Offer or otherwise) immediately prior to the Effective Time (together with the Company Rights attached to each such share) shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time (together with the Company Rights attached to each such share) shall be converted into such number of shares of common stock, par value $0.01 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 (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, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the and (in addition to shares described referred to in Section 3.03(c), ) shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. (a) At the First Effective Time, by virtue of the First Merger and without any further action on the part of Parent, Merger Sub, the holders thereofCompany or any stockholder of the Company: (ai) any shares of Company Common Stock held by any wholly-owned Subsidiary of the Company immediately prior to the First Effective Time (or held in the Company’s treasury) 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 First Effective Time 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 Section 3.03(bclauses “(i)” and “(ii)” above and subject to Sections 1.5(b), 1.5(c), 1.5(d) or Section 3.03(c)and 1.9, each share of Company Common Stock outstanding immediately prior to the First Effective Time shall be converted into the right to receive a combination of: (A) cash in the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 amount of $5.56 (the “Merger ConsiderationPer Share Cash Amount”): and (B) 1.7848 shares of Parent Common Stock (the “Exchange Ratio”); (b) ; and each share of Company the Common Stock held by the Company as treasury stock or owned by the Ultimate ParentStock, Parent or $0.001 par value per share, of Merger Subsidiary Sub outstanding 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 either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the First Effective Time shall be converted into such number of shares of common stock, par value $0.01 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 (d) each one share of common stock of the Surviving Corporation; and (iv) each share of the Common Stock, $0.001 par value per share, of Merger Subsidiary Sub outstanding immediately prior to the First Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation. The Per Share Cash Amount and the Exchange Ratio (as each of them may be adjusted in accordance with Section 1.5(b)) are collectively referred to as the “Merger Consideration”. (b) If, during the period from the date of this Agreement through the First Effective Time, the outstanding shares of Company Common Stock are changed into a

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 3.03(bSections 2.3(b), 2.3(c) or Section 3.03(c)2.5, each share of Company Common Stock Share or Company Restricted Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $2.70 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock Share or Company Restricted Share held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary Sub 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 Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger SubsidiarySub) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 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 (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, par value $0.01 0.001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the and (in addition to shares described referred to in Section 3.03(c2.3(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 thereof: (a) except as otherwise provided in Section Sections 3.03(b) or Section ), 3.03(c), 3.05 or 3.06(b), each share of Company Common Stock Share outstanding immediately prior to the Effective Time (together with the Company Rights attached to each such share) shall be converted into the right to receive $52.00 in cash or any different amount as may have been paid per Company Share in the Offer Price in cashOffer, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock Share held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary (whether pursuant to the Offer or otherwise) immediately prior to the Effective Time (together with the Company Rights attached to each such share) shall be canceled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time (together with the Company Rights attached to each such share) shall be converted into such number of shares of common stock, par value $0.01 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 (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, par value $0.01 0.001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the and (in addition to shares described referred to in Section 3.03(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 holders thereof: (a) each share of Company Common Stock (i) held by the Company as treasury stock or (ii) owned by Parent or any Subsidiary of Parent, in each case, immediately prior to the Effective Time, shall be cancelled, and no payment shall be made with respect thereto; provided that any shares of Company Common Stock (A) held by Parent or any of its Subsidiaries in connection with any market making or proprietary trading activity or for the account of clients, customers or other Persons, (B) as to which Parent or any of its Subsidiaries is or may be required to act as a fiduciary or in a similar capacity or (C) the cancellation of which would violate any legal duties or obligations of Parent or any of its Subsidiaries, in each case, shall not be cancelled but, instead, shall be treated as set forth in Section 2.03(c) below; (b) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become a fraction of a share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted such that the Surviving Corporation will have 1,000 shares, par value $1.00 per share, outstanding after the Effective Time and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (c) except as otherwise provided in this Section 3.03(b) 2.03 or as provided in Section 3.03(c)2.05 with respect to shares of Company Common Stock as to which appraisal rights have been exercised, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject cash from Parent an amount equal to any required Tax withholding made pursuant to Section 3.08 $41.00 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, 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 Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 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 (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, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(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 holders thereof: (a) except Except as otherwise provided in Section 3.03(b3.1(b), Section 3.1(c) or Section 3.03(c)3.3, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (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 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 or owned by the Ultimate Parent, Parent or Merger Subsidiary Sub 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 Each Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or the Merger SubsidiarySub) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, 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; and. (d) 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, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), 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 3.1(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 Except as otherwise provided in Section 3.03(b‎Section 3.02(b), ‎Section 3.02(c) or Section 3.03(c)‎Section 3.04, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (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 shall thereafter represent only the right to receive the Merger Consideration in accordance with ‎Section 3.03. (b) each share of Company Common Stock Each Share held by the Company as treasury stock or owned by (other than Shares in an Employee Plan of the Ultimate Parent, Parent or Merger Subsidiary Company) immediately prior to the Effective Time and each Share owned by Parent or Merger Sub as of the commencement of the Offer, shall be canceled, and no payment shall be made with respect thereto;. (c) each share of Company Common Stock held Each Share owned by any wholly-owned Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger SubsidiarySub) immediately prior to at the Effective Time commencement of the Offer, if any, shall be converted into such number of shares of common stock, par value $0.01 per share, 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; and. (d) 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 nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), 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 3.02(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 3.03(b), Section 3.03(c) or Section 3.03(c)3.05, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive $1.65 in cash or such other amount as may have been paid for each Company Share in the Offer Price in cashOffer, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock Tender Share held by the Company as treasury stock (other than Company Shares in any Employee Plan of the Company) or owned by the Ultimate Parent, Parent or Merger Subsidiary (whether pursuant to the Offer or otherwise) 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 Share held by any Subsidiary (other than Merger Subsidiary) of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, stock 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 (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, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), 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 Except as otherwise provided in Section 3.03(b2.02(b), Section 2.02(c) or Section 3.03(c)2.04, (i) each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $40.00 per Share in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”);) and (ii) 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 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 or owned by the Ultimate Parent, 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 Common Stock Each Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, 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; and. (d) 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, par value $0.01 0.00001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), 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 3.03(b) 2.03(b), Section 2.03(c), or Section 3.03(c)2.05, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $43.00 (forty-three dollars) in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, 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 Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 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 (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, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c2.03(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the First Effective Time, by virtue of the First Merger and without any action on the part of the holders thereofParties or any holder of any capital stock of First Merger Sub or Spinco, each: (a) except as otherwise provided in Section 3.03(b) or Section 3.03(c), each share of Company Spinco Common Stock issued and outstanding immediately prior to the First Effective Time (other than shares canceled in accordance with Section 3.1(b)) shall automatically be converted into, and become exchangeable for, the right to receive a number of shares or, subject to Section 4.6, a fraction of a share, of RMT Partner Common Stock such that each holder of record of shares of Spinco Common Stock immediately prior to the First Effective Time shall have the right to receive, in the aggregate, a number of shares of RMT Partner Common Stock equal to the product of (i) the total number of shares of Spinco Common Stock held of record by such holder immediately prior to the First Effective Time, multiplied by (ii) the Exchange Ratio (such shares, the “Merger Consideration”), subject to adjustment in accordance with Section 3.3; (b) share of Spinco Common Stock issued and outstanding immediately prior to the First Effective Time held by Spinco as treasury stock or held by any other Spinco Entity, in each case, following the Spinco Distribution and immediately prior to the First Effective Time shall be cancelled and shall cease to exist and no stock or other consideration shall be issued or delivered in exchange thereof; and (c) share of common stock of First Merger Sub issued and outstanding immediately prior to the First Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, 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 Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 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 (d) each one share of common stock of First Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stockSurviving Corporation, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), which shall constitute the only outstanding shares of capital common stock of the First Merger Surviving CorporationCorporation immediately following the First Effective Time.

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 the holders thereofof any capital stock of the Company: (ai) each share of Company Common Stock held by the Company or any direct or indirect wholly owned Subsidiary of the Company (or held in the treasury of the Company) immediately prior to the Effective Time shall be cancelled and extinguished and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) each share of Company Common Stock held by Parent, Merger Sub or any other wholly owned Subsidiary of Parent immediately prior to the Effective Time shall be cancelled and extinguished 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 except for Dissenting Shares (as defined in Section 3.03(b) or Section 3.03(c1.8), each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $7.00 in cashcash per share, without any interest and subject to any required Tax withholding made pursuant to Section 3.08 thereon (as adjusted in accordance with this Agreement, the “Merger ConsiderationPrice Per Share”);; and (biv) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, 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 Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, $0.01 par value $0.01 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 (d) each share of common stock of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and become one nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(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 Merger Subsidiary, the Company or the holders thereofof any of the following securities: (a) except as otherwise provided in subject to the provisions of Section 3.03(b) or Section 3.03(c)2.3, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.2(c) and any Dissenting Shares (as defined herein)) shall be canceled and shall be converted automatically into the right to receive (i) the Initial Per Share Merger Consideration and (ii) the Additional Per Share Consideration, if any; (b) subject to the provisions of Section 2.3, each share of Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Preferred Stock to be canceled pursuant to Section 2.2(c) and any Dissenting Shares (as defined herein)) shall be canceled and shall be converted automatically into the right to receive (i) the Initial Per Share Merger Consideration and (ii) the Additional Per Share Consideration, if any, in each case multiplied by the number of shares of Common Stock into which such share of Preferred Stock is convertible; (c) each Share held in the treasury of the Company immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, canceled without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, conversion thereof and no payment or distribution shall be made with respect thereto; (c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 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 (d) each share of common stock stock, par value $.01 per share, of Merger Subsidiary 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, par value $0.01 .01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(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 holders thereof: (a) except Except as otherwise provided in Section 3.03(b3.02(b), Section 3.02(c) or Section 3.03(c)3.04, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (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 shall thereafter represent only the right to receive the Merger Consideration to be paid in accordance with Section 3.03, without interest. (b) each share of Company Common Stock Each Share held by the Company as treasury stock or owned by the Ultimate Parent, 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 Common Stock Each Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or the Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, 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; and. (d) each 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, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), 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 3.02(c)).

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any further action on the part of Merger Subsidiary, Parent, the holders thereofCompany or any stockholder of the Company: (a) except Except as otherwise provided in Section 3.03(b2.02(b), Section 2.02(c) or Section 3.03(c)2.04, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive $13.50 payable to the Offer Price holder thereof in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”);, on the terms and subject to the conditions set forth in this Agreement, upon surrender of Certificates or Uncertificated Shares in accordance with Section 2.03. 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 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 or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceledcanceled and retired and shall cease to exist, and no payment shall be made with respect thereto;. (c) each share of Company Common Stock Each Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or the Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, 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; and. (d) each 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, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), 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. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holders thereofCompany or any other Person: (ai) except as otherwise provided in Section 3.03(b) or Section 3.03(c)for Disregarded Shares and Dissenting Shares, each share of Company Common Stock Share issued and outstanding immediately prior to the Effective Time (each, an “Exchangeable Share”) shall be converted into the right to receive the Offer Price in cashPer Share Consideration, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”)interest; (bii) each share of Company Common Stock Share held by the Company or its Subsidiaries (including as treasury stock stock) or owned by Parent (collectively, the Ultimate Parent, Parent or Merger Subsidiary “Disregarded Shares”) immediately prior to the Effective Time shall automatically be canceledcanceled without any conversion thereof and shall cease to exist, and no payment shall be made with respect thereto;; and (ciii) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 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 (d) each share of common capital stock of Merger Subsidiary Sub 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, par value $0.01 per share, stock of the Interim Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares share of capital stock of the Interim Surviving Corporation. (b) As of the Effective Time, all Exchangeable Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter each represent only the right to receive the Per Share Consideration, without interest, to be paid in accordance with this Agreement.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the holders Company or any holder of the capital stock thereof: (a) except Except as otherwise provided in Section 3.03(b3.02(b), Section 3.02(c) or Section 3.03(c)3.04, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (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 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 or owned by the Ultimate Parent, 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 Common Stock Each Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or the Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, 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; and. (d) each 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, par value $0.01 0.20 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(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 Parent, Merger Sub, the Company or the holders thereofof any shares of Company Stock or any shares of capital stock of Parent or Merger Sub: (a) except Except as otherwise provided in Section 3.03(b2.02(b), Section 2.02(c) or Section 3.03(c)2.04, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $6.00 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (such per share amount, the “Merger Consideration”);. As of the Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration 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 the Ultimate Parent, Merger Sub or any other Subsidiary of Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto;. (c) each Each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, 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; and. (d) 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, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described except as provided in Section 3.03(c2.02(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 Subsidiary, the Company or the holders thereofof any shares of Company Stock or any shares of capital stock of Parent or Merger Subsidiary: (a) except Except as otherwise provided in Section 3.03(b) 2.02(b), Section 2.02(c), Section 2.04 or Section 3.03(c)2.05, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $33.50 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (such per share amount, the “Merger Consideration”);. As of the Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration 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 the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto;. (c) each Each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stockcanceled, par value $0.01 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; andand no payment shall be made with respect thereto. (d) 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, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described except as provided in Section 3.03(c2.02(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 holders thereofCompany 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) 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) 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 shall be canceled and retired and shall cease to exist, and no consideration shall be paid in exchange therefor; (iii) except as otherwise provided in Section 3.03(bclauses “(i)” and “(ii)” above and subject to Sections 1.5(b), 1.5(c) or Section 3.03(c)and 1.8, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $0.30 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”);interest; and (biv) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, 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 Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, $0.01 par value $0.01 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 (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, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation. The amount of cash consideration per share specified in clause “(iii)” of the preceding sentence (as such amount may be adjusted in accordance with Section 1.5(b)) is referred to as the “Per Share Merger Price.” (b) If, during the period commencing on the date of this Agreement and ending at the Effective Time, the outstanding shares of 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, then the Per Share Merger Price shall be appropriately adjusted.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holders thereofCompany or any holder of Shares: (a) except Except as otherwise provided in Section 3.03(b2.02(b) or Section 3.03(c)2.04, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $48.00 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”);. As of the Effective Time, each certificate formerly representing any Shares (each, a “Certificate”) and each Share formerly represented in book-entry form (each, a “Book-Entry Share”) shall automatically be canceled and all Shares represented thereby shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration 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 owned and each Share held by the Ultimate Parent, Merger Sub or any wholly owned Subsidiary of Parent or Merger Subsidiary of the Company, in each case immediately prior to the Effective Time 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 either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 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 (d) 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 nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), 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.

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 3.03(b‎‎Section 3.02(b), ‎‎Section 3.02(c) or Section 3.03(c)‎‎Section 3.04, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (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 shall thereafter represent only the right to receive the Merger Consideration to be paid in accordance with ‎‎Section 3.03, without interest. (b) each share of Company Common Stock Each Share held by the Company as treasury stock or owned by the Ultimate Parent, 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 Common Stock Each Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or the Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, 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; and. (d) each 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, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), 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 3.02(c)).

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the holders Company or any holder of the capital stock thereof: (a) except Except as otherwise provided in Section 3.03(b3.02(b), Section 3.02(c) or Section 3.03(c)3.04, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (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 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 or owned by the Ultimate Parent, 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 Common Stock Each Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or the Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, 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; and. (d) each 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, par value $0.01 0.20 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(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 holders thereofCompany or any stockholder of the Company: (ai) all shares of Company Common Stock held by the Company or any wholly-owned Subsidiary of 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) all shares of Company Common Stock held by Parent, Merger Sub or any other wholly-owned Subsidiary of Parent 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; (iii) except as otherwise provided in clauses “(i)” and “(ii)” above and subject to Section 3.03(b1.5(b) or and Section 3.03(c)1.9, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $32.00 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 cash (the “Per Share Merger ConsiderationPrice”);, without interest; and (biv) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, 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 Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, $0.001 par value $0.01 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 (d) each share of common stock of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall be converted into and become one (1) share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (b) If, during the period commencing on the Agreement Date and ending at the Effective Time, the outstanding shares of 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, then the Per Share Merger Price 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 thereof: (a) except as otherwise provided in Section 3.03(b) or ), Section 3.03(c), or Section 3.05, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, 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 Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 0.0001 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 (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, par value $0.01 0.0001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(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 Parent, Merger Sub, the Company or the holders thereofof any securities thereof or any other Person: (a) except as otherwise provided in Section 3.03(b) 2.06(b), Section 2.06(c), Section 2.08 or Section 3.03(c)2.09, each share of Company Common Stock Share issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $12.00 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”), and all such Shares shall cease to be outstanding, shall be automatically cancelled and shall cease to exist, and each holder of such a Share shall cease to have any rights with respect thereto, except the right to receive, in accordance with this Section 2.06(a), the Merger Consideration, upon surrender of such Shares in accordance with Section 2.07; (b) each share Share held by Parent, Merger Sub or any of Company Common Stock held their Affiliates or by the Company as treasury stock or owned by the Ultimate Parentin treasury, Parent or Merger Subsidiary in each case immediately prior to the Effective Time Time, shall automatically be canceled, cancelled and shall cease to exist without any conversion thereof and no consideration or payment or distribution shall be made with respect thereto; (c) each share of Company Common Stock . Each Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each the ownership percentage of any such Subsidiary owns the same percentage of in the Surviving Corporation immediately following shall equal the Effective Time as ownership percentage of such Subsidiary owned in the Company immediately prior to the Effective Time; and (dc) each share of common stock of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall automatically be converted into and become one fully paid, nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation immediately after the Effective Time.

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 3.03(b) or Section 3.03(c), each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock Share held by the Company or any Subsidiary as treasury stock or owned by the Ultimate Parent, Parent Merger Sub or any subsidiary of Merger Subsidiary Sub immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (cb) each share of Company Class B Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) outstanding immediately prior to the Effective Time shall be converted into remain outstanding with the same rights, powers and privileges as such number of shares had immediately prior to the Effective Time; (c) each share of common stock, par value $0.01 .01 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 Merger Sub (d"Merger Sub Common Stock") 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 Class B Common Stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted; (d) each share of preferred stock, par value $0.01 .01 per share, of Merger Sub ("Merger Sub Preferred Stock"), if any, outstanding immediately prior to the Effective Time shall be converted into and become one share of preferred stock, par value $.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares of preferred stock so converted andconverted; (e) each outstanding warrant, together with the shares described in Section 3.03(c)if any, shall constitute the only outstanding to purchase shares of capital Merger Sub common stock (each, a "Merger Sub Warrant") shall be automatically amended to constitute a warrant to acquire shares of common stock, par value $.01 per share of the Surviving CorporationCorporation on the same terms and conditions as the Merger Sub Warrant; and (f) each Share outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 1.02(a) or as provided in Section 1.04 with respect to Shares as to which dissenters' rights have been exercised, be converted into the right to receive in cash from Merger Sub an amount equal to $22.00 (the "Common Stock Consideration").

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 3.03(b) or Section 3.03(c), each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock Share held by the Company or any Subsidiary as treasury stock or owned by the Ultimate Parent, Parent Merger Sub or any subsidiary of Merger Subsidiary Sub immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; ; (cb) each share of Company Class B Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) outstanding immediately prior to the Effective Time shall be converted into remain outstanding with the same rights, powers and privileges as such number of shares had immediately prior to the Effective Time; (c) each share of common stock, par value $0.01 .01 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 Merger Sub (d“Merger Sub Common Stock”) 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 Class B Common Stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted; (d) each share of preferred stock, par value $0.01 .01 per share, of Merger Sub (“Merger Sub Preferred Stock”), if any, outstanding immediately prior to the Effective Time shall be converted into and become one share of preferred stock, par value $.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares of preferred stock so converted andconverted; (e) each outstanding warrant, together with the shares described in Section 3.03(c)if any, shall constitute the only outstanding to purchase shares of capital Merger Sub common stock (each, a “Merger Sub Warrant”) shall be automatically amended to constitute a warrant to acquire shares of common stock, par value $.01 per share of the Surviving CorporationCorporation on the same terms and conditions as the Merger Sub Warrant; and (f) each Share outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 1.02(a) or as provided in Section 1.04 with respect to Shares as to which dissenters’ rights have been exercised, be converted into the right to receive in cash from Merger Sub an amount equal to $22.00 (the “Common Stock Consideration”).

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Subsidiary, the holders thereofCompany or the holder of any Shares: (a) except Each Share of capital stock of the Company held by the Company as otherwise provided in Section 3.03(b) treasury stock or Section 3.03(c)held by any subsidiary of the Company or owned by Buyer, each share Merger Subsidiary or any subsidiary of Company Common Stock outstanding either of them immediately prior to the Effective Time shall be converted into the right cancelled and retired and shall cease to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceledexist, and no payment shall be made with respect thereto; (cb) each Each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 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 (d) each share of common capital stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall automatically and without the necessity of presenting the same for exchange, be converted into and become one fully paid and non-assessable share of common stockcapital stock of the Surviving Corporation, no par value $0.01 per share, of the Surviving Corporation with the same rights, powers rights and privileges as the shares so converted and, together with the shares described in Section 3.03(c), 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 canceled and extinguished and be converted into the right to receive $2.95, or any higher price per Share paid in the Offer, in cash without any interest thereon (the "Merger Consideration") upon surrender of the certificate representing such Share.

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 3.03(b) or Section 3.03(c), each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock (i) held by the Company as treasury stock or (ii) owned by the Ultimate ParentBuyer or any Subsidiary of Buyer, Parent or Merger Subsidiary in each case, immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share ; PROVIDED that any shares of Company Common Stock (A) held by Buyer or any Subsidiary of either its Subsidiaries in connection with any market making or proprietary trading activity or for the account of clients, customers or other Persons, (B) as to which Buyer or any of its Subsidiaries is or may be required to act as a fiduciary or in a similar capacity, (C) shares held by Buyer or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares in clauses (A), (B) or (C), "TRUST SHARES") or (D) the Ultimate Parent (other than Parent cancellation of which would violate any legal duties or Merger Subsidiary) immediately prior to the Effective Time obligations of Buyer or any of its Subsidiaries, in each case, shall not be cancelled but, instead, shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time treated as such Subsidiary owned set forth in the Company immediately prior to the Effective Time; andSection 2.03(c) below; (db) 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, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (c) except as otherwise provided in this Section 2.03 or as provided in Section 2.05 with respect to shares of Company Common Stock as to which appraisal rights have been exercised, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive in cash from Buyer an amount equal to $44.50, without interest (the "MERGER CONSIDERATION").

Conversion of Shares. At (a) Each share of common stock, par value $.01 per share, of the Company (the "Company Common Stock") outstanding immediately prior to the Effective TimeTime (other than the Company Common Stock held by the Company or any subsidiary of the Company, which shall be cancelled, and Objecting Company Common Stock (as hereinafter defined)) shall, by virtue of the Merger and without any action on the part of the holders holder thereof: (a) except as otherwise provided in Section 3.03(b) or Section 3.03(c), each share of Company Common Stock outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive without interest, on surrender of the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share certificate evidencing those shares of Company Common Stock held by Stock, the Company as treasury stock or owned by the Ultimate Parent, 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 Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of whole and fractional shares of common stock, par value $0.01 .0001 per shareshare of Purchaser ("Purchaser Common Stock") and the rights to acquire shares of Purchaser Common Stock which Rights have the terms and conditions set forth in the form of Certificate of Contingent Stock Issue rights attached as Exhibit 2.1 hereto ("Contingent Stock Issue Rights") set forth or determined as provided in Schedule 2.1 (the "Merger Consideration"), payable to the holder thereof, upon the surrender of the Surviving Corporation certificate formerly representing such that each such Subsidiary owns the same percentage shares of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned Company Common Stock in the Company immediately prior to the Effective Time; andmanner provided by Section 2.3. (db) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one Each share of common stock, par value $0.01 .0001 per share, of Newco 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 automatically converted into one share of Common Stock, par value $.01 per share, of the Surviving Corporation with the same rightsCorporation, powers and privileges as the shares so converted and, together with of common stock of the shares described in Section 3.03(c), shall Surviving Corporation issued on such conversion will constitute all the only issued and 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 Except as otherwise provided in Section 3.03(b3.02(b) or Section 3.03(c)3.04, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”);. As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each applicable holder thereof shall thereafter cease to have any rights with respect thereto, except only the right to receive the Merger Consideration upon the surrender of such Shares in accordance with this Section 3.02. (b) each share of Company Common Stock Each Share held by the Company as treasury stock (other than Shares in a Company Plan) or owned directly by the Ultimate Parent, Parent or Merger Subsidiary Sub immediately prior to the Effective Time shall be canceledcancelled, and no payment shall be made with respect thereto; (c) each share of Company Common Stock . Each Share held by any wholly owned Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger SubsidiarySub) immediately prior to the Effective Time Time, if any, shall be converted into such number of shares of common stock, par value $0.01 per share, stock of the Surviving Corporation such that each such Subsidiary owns shall own 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; and. (dc) 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, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), 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 held by Subsidiaries of the Company, if any, pursuant to Section 3.02(b)).

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 3.03(b) or Section 3.03(c), each share of common stock, no par value per share, of the Company Common Stock ("COMPANY STOCK") outstanding immediately prior to the Effective Time shall (except as otherwise provided in Section 1.02(b)) be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “"MERGER CONSIDERATION") (x) $5.93 in cash and (y) the number of shares of common stock, $.50 par value per share, of Parent ("PARENT STOCK") (rounded to the nearest ten-thousandth of a share) equal to the quotient obtained by dividing (i) $23.72 by (ii) the average of the closing prices of a share of Parent Stock as reported on the New York Stock Exchange (the "NYSE") Composite Tape on each of the last ten trading days ending on the trading day immediately preceding the date of the Effective Time; provided, however, that if and to the extent necessary for the Merger Consideration”)to qualify as a reorganization under Section 368(a)(2)(E) of the Code, the cash portion of the Merger Consideration (as described in clause (x) above) shall be reduced and the stock portion of the Merger Consideration (as described in clause (y) above) shall be increased; (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary any of its subsidiaries 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 either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 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 (dc) 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, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), 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 Except as otherwise provided in Section 3.03(b3.02(b), Section 3.02(c) or Section 3.03(c)3.04, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (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 shall thereafter represent only the right to receive the Merger Consideration in accordance with Section 3.03. (b) each share of Company Common Stock Each Share held by the Company as treasury stock or owned by (other than Shares in an Employee Plan of the Ultimate Parent, Parent or Merger Subsidiary Company) immediately prior to the Effective Time and each Share owned by Parent or Merger Sub as of the commencement of the Offer, shall be canceled, and no payment shall be made with respect thereto;. (c) each share of Company Common Stock held Each Share owned by any wholly-owned Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger SubsidiarySub) immediately prior to at the Effective Time commencement of the Offer, if any, shall be converted into such number of shares of common stock, par value $0.01 per share, 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; and. (d) 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 nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), 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 3.02(c)).

Conversion of Shares. At the Effective Time, and by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders thereofof any Company Common Shares or any shares of capital stock of Parent or Merger Sub: (a) except Except as otherwise provided in Section 3.03(b‎‎Section 2.02(b), ‎‎Section 2.02(c) or Section 3.03(c)‎‎Section 2.04, each share of Company Common Stock Share outstanding immediately prior to the Effective Time shall (including each Company Equity Award, subject to ‎Section 2.05) will automatically be converted into the right to receive the Offer Price $18.61 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”);. As of the Effective Time, all such Company Common Shares will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and will thereafter represent only the right to receive the Merger Consideration to be paid in accordance with ‎‎Section 2.03, without interest if paid in accordance with this Agreement. (b) each share of Each Company Common Stock Share held by the Company as a treasury stock share or owned by the Ultimate Parent, Merger Sub or any other Subsidiary of Parent or Merger Subsidiary immediately prior to the Effective Time shall will be canceledcanceled and cease to exist, and no payment shall will be made with respect thereto;. (c) each share of Each Company Common Stock Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall will be converted into such number of common shares of common stock, par value $0.01 per share, 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; and. (d) each Each share of common stock of Merger Subsidiary Sub outstanding immediately prior to the Effective Time shall will be converted into and become one share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described except as provided in Section 3.03(c‎Section 2.02(c), 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 the holders thereof: (a) except Except as otherwise provided in Section 3.03(b2.02(b), Section 2.02(c) or Section 3.03(c)2.04, (i) each share of Company Common Stock Share outstanding immediately prior to the Effective Time Time, as well as each right to receive, or interest in, any Share or other common equity of the Company, shall in each case be converted into the right to receive the Offer Price $107.50 per Share in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”);, and (ii) as of the Effective Time, all such Shares and rights or interests shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and 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 the Ultimate Parent, 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 Common Stock Each Share held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, 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; and. (d) 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, no par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), 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 Parent, Merger Sub, the Company or the holders thereof: 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 3.03(b2.02(b), Section 2.02(c) or Section 3.03(c)2.04, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price $6.00 in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (such per share amount, the “Merger Consideration”);. As of the Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration 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 the Ultimate Parent, Merger Sub or any other Subsidiary of Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto;. (c) each Each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, 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; and. (d) 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, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described except as provided in Section 3.03(c2.02(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 thereof: (a) except as otherwise provided in Section 3.03(b2.02(b), Section 2.02(c) or Section 3.03(c)2.04, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price (i) $11.00 in cash, without interest (the “Cash Consideration”), and subject to any required Tax withholding made pursuant to Section 3.08 (ii) a Contingent Cash Consideration Payment (together with the Cash Consideration, the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, 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 Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 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 of the Company immediately prior to the Effective Time; and (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, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c2.02(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 thereof: (a) except as otherwise provided in Section 3.03(b2.02(b), Section 2.02(c) or Section 3.03(c)2.04, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price (x) $11.80 in cash, without interest (the “Cash Consideration”) and (y) 0.1612 shares of Parent Stock (subject to any required Tax withholding made pursuant to Section 3.08 2.03 and Section 2.09) (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). As of the Effective Time, all such shares of Company Stock shall no longer be outstanding and shall cease to exist, and each such share shall thereafter represent only the right to receive (A) the Merger Consideration and (B) with respect to the Stock Consideration, the right to receive (i) cash in lieu of any fractional shares of Parent Stock pursuant to Section 2.09 and (ii) any dividends or other distributions with respect to shares of Parent Stock pursuant to Section 2.03(h), in each case, 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 the Ultimate Parent, 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 Common Stock held by any wholly-owned Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 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 of the Company immediately prior to the Effective Time; and (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, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with any shares of common stock of the shares described in Surviving Corporation issued pursuant to Section 3.03(c2.02(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, each outstanding share -------------------- of Sub Capital Stock (the "Sub Shares") (currently 1,000 shares) immediately prior to the Effective Time shall be canceled and shall be converted into PTM Shares (at the ratio of one Sub Share for each PTM Share) by virtue of the Merger and without any action on the part of the holders holder thereof: . At the Effective Time, the PTM Shares and the PTM Series A Junior Convertible Preferred Stock of PTM (athe "Series A Shares") except as otherwise provided in Section 3.03(b) or Section 3.03(c), each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest canceled and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, 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 Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number FSI Shares (at the ratio of shares of common stock, par value $0.01 per share, 1.0937432 FSI Shares for each PTM Share and each Series A Share) by virtue of the Surviving Corporation such that each such Subsidiary owns Merger and without any action on the same percentage part of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to holder thereof. Also at the Effective Time; and , the PTM Series B Senior Convertible Preferred Stock of PTM (dthe "Series B Shares") each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be canceled and shall be converted into FSI Shares and become one xxxxx warrants for FSI Shares (at the ratio of 0.2856811467 FSI Share and .80806210937 xxxxx warrant share of common stock, par value $0.01 per share, for each Series B Share) by virtue of the Surviving Corporation with Merger and without any action on the same rightspart of the holder thereof. As a result of the Merger, powers the holder of Sub Shares immediately prior to the Effective Time will hold 1,000 PTM Shares in the aggregate, and privileges as the shares so converted and, together with the shares described in Section 3.03(c), shall constitute the only outstanding shares holders of PTM capital stock of immediately prior to the Surviving CorporationEffective Time will hold 11,294,084 FSI Shares in the aggregate.

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 Subject to Section 3.03(b2.8(b) or Section 3.03(cand 2.8(c), , (i) each share of Company Common Stock (i) issued and outstanding immediately prior to the Effective Time and (ii) into which the XxXxxxxx Options are exercisable (on a net exercise basis) shall be converted into the right to receive such number of Parent Shares equal to the Common Exchange Ratio; (ii) each Series A Share issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share a number of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior Shares equal 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 either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 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 TimeSeries A Exchange Ratio; and (diii) each share of common stock of Merger Subsidiary Series B Share issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a number of Parent Shares equal to the Series B Exchange Ratio. (b) Each share of Company Capital Stock held by the Company or owned by Acquisition Sub, Parent or any direct or indirect wholly-owned Subsidiary of the Company or of Parent, immediately prior to the Effective Time shall be cancelled and become one extinguished without any conversion thereof. The repurchase rights associated with the restricted Company Common Stock will lapse at the Effective Time. (c) Each share of common stock, $0.01 par value per share, of Acquisition Sub (the “Acquisition Sub Company Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation with Corporation. Each certificate evidencing ownership of shares of Acquisition Sub Company Common Stock outstanding immediately prior to the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), Effective Time shall constitute the only outstanding evidence ownership of such 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 Buyer, Merger Subsidiary, the holders thereofCompany or the holder of any Shares: (a) except Each Share of capital stock of the Company held by the Company as otherwise provided in Section 3.03(b) treasury stock or Section 3.03(c)held by any subsidiary of the Company or owned by Buyer, each share Merger Subsidiary or any subsidiary of Company Common Stock outstanding either of them immediately prior to the Effective Time shall be converted into the right cancelled and retired and shall cease to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceledexist, and no payment shall be made with respect thereto; (cb) each Each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 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 (d) each share of common capital stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall automatically and without the necessity of presenting the same for exchange, be converted into and become one fully paid and non-assessable share of common stockcapital stock of the Surviving Corporation, no par value $0.01 per share, of the Surviving Corporation with the same rights, powers rights and privileges as the shares so converted and, together with the shares described in Section 3.03(c), 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 canceled and extinguished and be converted into the right to receive $2.95, or any higher price per Share paid in the Offer, in cash without any interest thereon (the "Merger Consideration") upon surrender of the -------------------- certificate representing such Share.