Common use of Conversion or Cancellation of Shares Clause in Contracts

Conversion or Cancellation of Shares. The manner of converting or canceling shares of Company and Sub in the Merger shall be as follows: (a) At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Sub or any other subsidiary of Parent (collectively, the "Parent Companies") or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 92A.380 of the GCL) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to the Offer (the "Merger Consideration"). All such Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. of the GCL. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any of the Parent Companies, and each Share issued and held in Company's treasury at the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each share of Common Stock, par value $0.25 per share, of Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Sub or the holders of such shares, be converted into one Share.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of Company and Sub in the Merger shall be as follows: (a) At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Sub or any other subsidiary of Parent (collectively, the "Parent Companies") or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 92A.380 of the GCL) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to the Offer (the "Merger Consideration"). All such Shares, by virtue of the Merger and without any action on the part of the holders thereof: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by the Parent or any wholly-owned subsidiary of the Parent (collectively, the "Parent Companies"), Shares held by stockholders exercising appraisal rights pursuant to Section 262 of the DGCL (the "Dissenting Stockholders"), and any shares held in the treasury of the Company) shall be converted into and represent the right to receive, without interest, an amount in cash equal to the greater of $10.50 net or the amount per share which may be paid pursuant to the Offer as it may be amended (the "Merger Consideration") upon surrender of the certificate or certificates that, immediately prior to the Effective Time, represented issued and outstanding Shares (the "Certificates"). As of the Effective Time, all such Shares shall no longer be outstanding and outstanding, shall be canceled and retired automatically cancelled and shall cease to exist, and each holder of a certificate Certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration without interest for such Shares upon the surrender of such certificate Certificate or Certificates in accordance with Section 4.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. of the GCL3.02. (b) At the Effective Time, each Each Share issued and outstanding at immediately prior to the Effective Time and owned by any of the Parent Companies, and each Share issued and held in the Company's treasury at immediately prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to shall no longer be outstanding, shall be canceled and retired cancelled without payment of any consideration therefor and shall cease to exist, and each holder of a Certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares. (c) At the Effective Time, each Each share of Common Stock, without par value $0.25 per sharevalue, of Sub the Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Sub or the holders of such shares, shall be converted into and become one Sharefully-paid and non-assessable share of Common Stock, par value $0.01 per share, of the Surviving Corporation.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of Company and Sub in the Merger shall be as follows: (a) At the Effective ------------------------------------ Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Sub or any other subsidiary of Parent (collectively, the "Parent Companies") or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 92A.380 of the GCL) shall, by virtue of the Merger and without any action on the part of the holder thereofMerger Sub, the Company or the holders of any of the following securities: (a) each share of Company Common Stock (all issued and outstanding shares of Company Common Stock hereinafter collectively referred to as the "Shares") issued and outstanding immediately prior to the Effective Time, other than (i) Shares owned by Purchaser, Merger Sub or any other direct or indirect wholly-owned subsidiary of Purchaser (collectively, the "Purchaser Companies"), or by the Company or any direct or indirect wholly owned subsidiary of the Company, and (ii) Dissenting Shares (as hereinafter defined), shall be converted into the right to receive, in cash, without interestinterest thereon, an amount in cash equal to the higher of (x) $16.00 15.50 or (y) such greater amount which may be paid pursuant to the Offer (the "Merger Consideration"); provided, nothing herein shall be deemed an agreement by Purchaser to increase the Merger Consideration. All such Shares, by virtue of the Merger and without any action on the part of the holders thereof, Shares shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. of the GCL.2.2; (b) At the Effective Time, each Share issued and outstanding at immediately prior to the Effective Time and owned by any of the Parent Purchaser Companies, and each Share issued and held in the Company's treasury at immediately prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, shall cease to be outstanding, shall be canceled and be retired without payment of any consideration therefor and shall cease to exist.; and (c) At the Effective Time, each share of Common Stockcommon stock, $.01 par value $0.25 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Sub or the holders of such shares, shall be converted into one Sharevalidly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of the Company and Merger Sub in the Merger shall be as follows: (a) At the Effective Time, each Share share of the Common Stock, par value $0.01 per share (the "Shares"), of the Company issued and outstanding immediately prior to the Effective Time (other than Shares owned by the Parent, the Purchaser, Merger Sub or any other direct or indirect subsidiary of the Parent (collectively, the "Parent Purchaser Companies") or Shares that are owned by the Company or any direct or indirect subsidiary of the Company or Shares ("Dissenting Shares") which are held by stockholders ("Dissenting Stockholders") properly exercising appraisal rights pursuant to Section 92A.380 262 of the GCLDGCL (collectively, "Excluded Shares")) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash (the "Merger Consideration") equal to $16.00 10.25 or such greater amount which may be paid pursuant to the Offer Offer. At the Effective Time, all Shares (the "Merger Consideration"other than Excluded Shares). All such Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares (other than Excluded Shares) shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 5.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. Section 262 of the GCLDGCL. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any of the Parent Companies, and each Share issued and Purchaser Companies or held in the Company's treasury at or owned by the Effective Time, Company or any direct or indirect subsidiary of the Company shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstandingconverted into one share of common stock of the Surviving Corporation. From and after the Effective Time, each outstanding certificate theretofore representing Shares of the Company owned by any of the Purchaser Companies shall be canceled deemed for all purposes to evidence ownership of, and retired without payment to represent the number of any consideration therefor and shares of, the Surviving Corporation into which such Shares of the Company shall cease to existhave been converted. (c) At the Effective Time, each share the shares of Common Stockcommon stock, par value $0.25 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Merger Sub or the holders of such shares, be converted into one Share.that number of shares of common stock of the Surviving Corporation equal to the number of issued and outstanding Shares at the 3

Conversion or Cancellation of Shares. The manner of converting or canceling shares of Company and Sub in the Merger shall be as follows: (a) At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Sub or any other subsidiary of Parent (collectively, the "Parent Companies") or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 92A.380 of the GCL) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to the Offer (the "Merger Consideration"). All such Shares, by virtue of the Merger and without any action on the part of the holders thereof: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by the Parent Companies, Shares held by the Dissenting Stockholders, and any Shares held in the treasury of the Company) shall be converted into and represent the right to receive, without interest, an amount in cash equal to the greater of $7.75 net or the amount per share which may be paid pursuant to the Offer as it may be amended (the "Merger Consideration") upon surrender of the Certificates. As of the Effective Time, all such Shares shall no longer be outstanding and outstanding, shall be canceled and retired automatically cancelled and shall cease to exist, and each holder of a certificate representing Certificate which formerly represented any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration without interest for such Shares upon the surrender of such certificate Certificate or Certificates in accordance with Section 4.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. of the GCL4.02. (b) At the Effective Time, each Each Share issued and outstanding at immediately prior to the Effective Time and owned by any of the Parent Companies, and each Share issued and held in the Company's treasury at immediately prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to shall no longer be outstanding, shall be canceled and retired cancelled without payment of any consideration therefor and shall cease to exist, and each holder of a Certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares. (c) At Each Share of the Effective Time, each share of Common Stock, par value $0.25 per share, of Sub Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Sub or the holders of such shares, shall be converted into and become one Sharefully-paid and non-assessable share of common stock, par value $.01 per share, of the Surviving Corporation.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of Company and Sub in the Merger shall be as follows: (a) At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Sub or any other subsidiary of Parent (collectively, the "Parent Companies") or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 92A.380 of the GCL) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to the Offer (the "Merger Consideration"). All such Shares, by virtue of the Merger and without any action on the part of the holders thereof: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by the Parent or any wholly-owned subsidiary of the Parent (collectively, the "Parent Companies"), Shares held by shareholders exercising appraisal rights pursuant to Sections 623 and 910 of the BCL (the "Dissenting Shareholders"), and any Shares held in the treasury of the Company) shall be converted into and represent the right to receive, without interest, an amount in cash equal to $7.75 net or such greater amount per share which may be paid pursuant to the Offer as it may be amended (the "Merger Consideration") upon surrender of the certificate or certificates that, immediately prior to the Effective Time, represented issued and outstanding Shares (the "Certificates"). As of the Effective Time, all such Shares shall no longer be outstanding and outstanding, shall be canceled and retired automatically cancelled and shall cease to exist, and each holder of a certificate Certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration without interest for such Shares upon the surrender of such certificate Certificate or Certificates in accordance with Section 4.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. of the GCL3.02. (b) At the Effective Time, each Each Share issued and outstanding at immediately prior to the Effective Time and owned by any of the Parent Companies, and each Share issued and held in the Company's treasury at immediately prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to Time shall no longer be outstanding, shall be canceled and retired cancelled without payment of any consideration therefor and shall cease to exist, and each holder of a Certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares. (c) At the Effective Time, each Each share of Common Stock, par value $0.25 1.00 per share, of Sub the Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Sub or the holders of such shares, shall be converted into and become one Sharefully-paid and non-assessable share of Common Stock, par value $0.05 per share, of the Surviving Corporation.

Conversion or Cancellation of Shares. The manner of converting ------------------------------------ or canceling shares of the Company and Merger Sub in the Merger shall be as follows: (a) At the Effective Time, each Share of the Company issued and outstanding immediately prior to the Effective Time (other than Shares owned by ParentPurchaser, Merger Sub or any other subsidiary of Parent Purchaser (collectively, the "Parent Purchaser Companies") or Shares which that are held by stockholders ("Dissenting -------------------- ---------- Stockholders") exercising appraisal rights pursuant to Section 92A.380 262 of the GCLDGCL) ------------ shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash (the "Merger Consideration") equal to $16.00 22.00 or such greater amount which -------------------- may be paid pursuant to the Offer (the "Merger Consideration")Offer. All such SharesShares (other than those owned by the Purchaser Companies), by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 5.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. Section 262 of the GCLDGCL. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any of the Parent Purchaser Companies, and each Share issued and held in the Company's treasury at the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each share of Common Stock, par value $0.25 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Merger Sub or the holders of such shares, be converted into one Share.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of the Company and Merger Sub in the Merger shall be as follows: (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each Share share (a “Share”) of the Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Purchaser, Merger Sub or any other direct or indirect subsidiary of Parent or Purchaser (collectively, the "Parent “Purchaser Companies"”) or in the treasury of the Company, and (ii) Shares which are held by stockholders properly demanding and perfecting ("Dissenting Stockholders"and not having effectively withdrawn) exercising appraisal rights with respect to such Shares pursuant to Section 92A.380 262 of the GCLDGCL (“Dissenting Shares”)) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to the Offer 27.00 (the "Merger “Per Share Consideration"”). All Each such SharesShare, by virtue of the Merger and without any action on the part of the holders holder thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares Share shall thereafter cease to have any rights with respect to such SharesShare, except the right to receive the Merger Per Share Consideration for such Shares Share upon the surrender of such certificate in accordance with Section 4.2 2.3 or the right, if any, in the case of holders of Dissenting Shares, to receive payment from the Surviving Corporation of the "fair value" of such Shares amount as may be determined in accordance with Sections 92A.300 et seq. the applicable provisions of the GCLDGCL. (b) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each Share issued and outstanding at the Effective Time and owned by any of the Parent Purchaser Companies, and each Share issued and held in the Company's ’s treasury at the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and be retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each share of Common Stock, par value $0.25 per share, of Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $.01 per share, of Merger Sub or issued and outstanding immediately prior to the holders of such shares, Effective Time shall be converted into and become one Sharefully paid and nonassessable share of common stock of the Surviving Corporation.

Conversion or Cancellation of Shares. The manner of converting ------------------------------------ or canceling shares of the Company and Merger Sub in the Merger shall be as follows: (a) At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by ParentPurchaser, Merger Sub or any other subsidiary of Parent Purchaser (collectively, the "Parent Purchaser --------- Companies") or Shares which that are held by stockholders ("Dissenting Stockholders") --------- ----------------------- exercising appraisal rights pursuant to Section 92A.380 262 of the GCLDGCL) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash (the "Merger Consideration") equal to $16.00 28.50 or such greater amount which may be paid -------------------- pursuant to the Offer (the "Merger Consideration")Offer. All such Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 5.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. Section 262 of the GCLDGCL. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any of the Parent Purchaser Companies, and each Share issued and held in the Company's treasury at the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each share of Common Stock, par value $0.25 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Merger Sub or the holders of such shares, be converted into one Share.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of Company Sub and Merger Sub in the Acquisition Merger shall be as follows: (a) At the Acquisition Effective Time, each Share share of Company Sub Common Stock (the "Company Sub Shares") issued and outstanding immediately prior to the Acquisition Effective Time (other than Company Sub Shares owned by Parent, Merger Sub or any other subsidiary of Parent or person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with (an "affiliate") the Merger Sub (collectively, the "Parent Merger Sub Companies") or Shares which are held by stockholders the Rollover Shareholders (the "Dissenting StockholdersRollover Shares") exercising appraisal rights pursuant to Section 92A.380 of the GCL)) shall, by virtue of the Acquisition Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount receive the sum of $15.00 in cash equal to $16.00 or such greater amount which may be paid pursuant to the Offer (the "Merger Consideration"). All such Company Sub Shares, by virtue of the Acquisition Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Company Sub Shares shall thereafter cease to have any rights with respect to such Company Sub Shares, except the right to receive the Merger Consideration for such Company Sub Shares upon the surrender of such certificate in accordance with Section 4.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. of the GCL4.2. (b) At the Acquisition Effective Time, each Company Sub Share issued and outstanding at the Acquisition Effective Time and owned by any of the Parent Merger Sub Companies, and each Company Sub Share issued and held in CompanyCompany Sub's treasury at the Acquisition Effective Time, shall, by virtue of the Acquisition Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and be retired without payment of any consideration therefor and shall cease to exist. (c) At the Acquisition Effective Time, (i) each Rollover Share and (ii) each share of Common Stock, par value $0.25 per share, common equity of Merger Sub issued and outstanding immediately prior to the Acquisition Effective Time shall, by virtue of the Merger and without any action on the part of Sub or the holders of such shares, shall be converted into one Shareand become the number of shares of Class A Common Stock, par value $.01 per share, of the Surviving Corporation ("Class A Common") and Class L Common Stock, par value $.01 per share, of the Surviving Corporation ("Class L Common") as are set forth on a schedule to be attached hereto (the "Conversion Schedule") and provided to the Company by Merger Sub prior to the Effective Time.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of the Company and Merger Sub in the Merger shall be as follows: (a) At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by ParentPurchaser, Merger Sub or any other direct or indirect subsidiary of Parent Purchaser (collectively, the "Parent Purchaser Companies") or Shares which that are held by stockholders stock- holders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 92A.380 262 of the GCLDGCL) (collectively, "Excluded Shares") shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 the Merger Consideration, or such greater amount which per Share as may be paid pursuant to the Offer (Offer. At the "Merger Consideration"). All such Effective Time, all Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate formerly representing any such Shares (other than Excluded Shares) shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 5.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. Section 262 of the GCLDGCL. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any of the Parent Purchaser Companies, and each Share issued and held in the Company's treasury at the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each share of Common Stock, par value $0.25 .25 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Merger Sub or the holders of such shares, be converted into one Shareshare of common stock of the Surviving Corporation.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of the Company and Merger Sub in the Merger shall be as follows: (a) At the Effective Time, each Share share ("SHARE") of the Company's common stock, $.01 par value per share ("COMMON STOCK"), issued and outstanding immediately prior to the Effective Time (Time, other than Shares owned by Parent, Sub or any other subsidiary of Parent (collectively, the "Parent Companies") or Shares which that are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 92A.380 Sections 86 to 98 of the GCL) MBCL ("DISSENTING STOCKHOLDERS"), shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to the Offer 6.00 (the "Merger ConsiderationMERGER CONSIDERATION"). All such Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 3.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. 86 to 98 of the GCLMBCL. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any of the Parent Companies, and each Share issued and held in the Company's treasury at the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Timetime, each share of Common Stock, par value $0.25 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Merger Sub or the holders of such shares, be converted into one ShareShare of the Surviving Corporation.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of Company and Sub in the Merger shall be as follows: (a) At the Effective Time, each Share share of common stock, par value $1.00 per share (the "Company Common Stock"), of the Company held by the Shareholder which is issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Sub or any other subsidiary of Parent (collectively, the "Parent Companies") or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 92A.380 of the GCL) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to receive from Merger Sub the Offer Per Share Merger Consideration (the "Merger Consideration"as hereinafter defined). All such Shares, of the shares of Company Common Stock by virtue of the Merger and without any action on the part of the holders holder thereof, shall no longer be outstanding and shall be canceled cancelled and retired and shall cease to exist, and each the holder of a certificate representing any such Shares shares of Company Common Stock shall thereafter cease to have any rights with respect to such Sharesshares, except the right to receive from Merger Sub, after surrender of such certificates, the Per Share Merger Consideration for such Shares upon the surrender of such certificate shares in accordance with Section 4.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. of the GCL3.2 hereof. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any share of the Parent Companies, and each Share Company Common Stock issued and held in the Company's treasury at the Effective Timetreasury, if any, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each share of Common Stockcommon stock, par value $0.25 .01 per shareshare (the "Merger Sub Common Stock"), of Merger Sub issued and outstanding immediately prior to the Effective Time shall, shall by virtue of the Merger and without any action on the part of Merger Sub or the holders holder of such shares, be converted into and thereafter represent one Sharevalidly issued, fully paid and nonassessable share of the common stock, par value $.01 per share (collectively, the "Surviving Shares"), of the Surviving Corporation.

Conversion or Cancellation of Shares. The manner of converting or ------------------------------------ canceling shares of the Company and Purchaser Sub in the Merger shall be as follows: (a) At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by ParentPurchaser, Purchaser Sub or any other subsidiary of Parent (collectively, the "Parent Companies"Purchaser) or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to ----------------------- Section 92A.380 262 of the GCLDGCL) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to the Offer (the "Merger Consideration"). All such -------------------- Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 5.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. Section 262 of the GCLDGCL. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any of the Parent Purchaser Companies, and each Share issued and held in the Company's treasury at the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each share of Common Stock, par value $0.25 0.01 per share, of Purchaser Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Purchaser Sub or the holders of such shares, be converted into one Share.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of Company and Sub in the Merger shall be as follows: (a) At the Effective Time, each Share share of common stock, par value $.01 per share (the "Hesco Common Stock"), of Hesco held by the Shareholder which is issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Sub or any other subsidiary of Parent (collectively, the "Parent Companies") or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 92A.380 of the GCL) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, receive from Merger Sub cash or checks in immediately available funds in an amount in cash equal to determined by dividing $16.00 or such greater amount which may be paid pursuant to 7,663,719 by the Offer number of shares of Hesco Common Stock then issued and outstanding (the "Per Share Merger Consideration"). All such Shares, of the shares of Hesco Common Stock by virtue of the Merger and without any action on the part of the holders holder thereof, shall no longer be outstanding and shall be canceled cancelled and retired and shall cease to exist, and each the holder of a certificate or certificates representing any such Shares shares of Hesco Common Stock shall thereafter cease to have any rights with respect to such Sharesshares, except the right to receive the from Merger Consideration for such Shares upon the Sub, after surrender of such certificate in accordance with Section 4.2 or certificates, the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. of the GCLPer Share Merger Consideration. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any share of the Parent Companies, and each Share Hesco Common Stock issued and held in CompanyHesco's treasury at the Effective Timetreasury, if any, shall, by virtue of the Merger and without any action on the part of the holder thereofHesco, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each share of Common Stockcommon stock, par value $0.25 .01 per shareshare (the "Merger Sub Common Stock"), of Merger Sub issued and outstanding immediately prior to the Effective Time shall, shall by virtue of the Merger and without any action on the part of Merger Sub or the holders holder of such shares, be converted into and thereafter represent one Sharevalidly issued, fully paid and nonassessable share of the common stock, par value $.01 per share (collectively, the "Surviving Shares"), of the Surviving Corporation.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of Company and Sub in the Merger shall be as follows: (a) At the Effective Time, each Share share of common stock, no par value (the "Company Common Stock"), of the Company held by the Shareholder which is issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Sub or any other subsidiary of Parent (collectively, the "Parent Companies") or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 92A.380 of the GCL) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, receive (i) cash in an amount in cash equal to the quotient determined by dividing Three Million Dollars ($16.00 3,000,000) by the number of outstanding shares of Company Common Stock, payable by wire transfer or such greater amount which may be paid pursuant to the Offer official bank or cashier's check, (ii) a number of shares (the "Firm Hi-Rise Shares") of the Parent's common stock, $.01 par value per share (the "Hi-Rise Common Stock"), equal to the quotient determined by dividing (x) 1,890,500 (which amount represents approximately 19.9% of the number of shares of Hi-Rise Common Stock anticipated to be outstanding immediately prior to the Effective Time) by (y) the number of outstanding shares of Company Common Stock, (iii) a convertible promissory note of the Parent in the principal amount equal to the quotient determined by dividing (v) $1,219,000 by (w) the number of outstanding shares of Company Common Stock, in the form attached hereto as Exhibit B (the "Note"), and (iv) the contingent right to receive additional cash and additional shares of Hi-Rise Common Stock as set forth in SECTION 3.2 below (the "Per Share Merger Consideration"). All such Shares, of the shares of Company Common Stock by virtue of the Merger and without any action on the part of the holders holder thereof, shall no longer be outstanding and shall be canceled cancelled and retired and shall cease to exist, and each the holder of a certificate or certificates representing any such Shares shares of Company Common Stock shall thereafter cease to have any rights with respect to such Sharesshares, except the right to receive the from Merger Consideration for such Shares upon the Sub, after surrender of such certificate in accordance with Section 4.2 or certificates, the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. of the GCLPer Share Merger Consideration. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any share of the Parent Companies, and each Share Company Common Stock issued and held in the Company's treasury at the Effective Timetreasury, if any, shall, by virtue of the Merger and without any action on the part of the holder thereofCompany, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each share of Common Stockcommon stock, par value $0.25 .01 per shareshare (the "Merger Sub Common Stock"), of Merger Sub issued and outstanding immediately prior to the Effective Time shall, shall by virtue of the Merger and without any action on the part of Merger Sub or the holders holder of such shares, be converted into and thereafter represent one Sharevalidly issued, fully paid and nonassessable share of the common stock, par value $.01 per share (collectively, the "Surviving Shares"), of the Surviving Corporation.

Conversion or Cancellation of Shares. The manner of ------------------------------------ converting or canceling shares of the Company and Merger Sub in the Merger shall be as follows: (a) At the Effective Time, each Share share of Class A, Class B, Class C, Class D, Class E and Class F Common Stock, each with a par value $0.01 per share (the "Shares"), of the Company issued and outstanding immediately prior to the ------ Effective Time (other than Shares (i) which are owned by Parent, any stockholder of Merger Sub or any other subsidiary of Parent (collectively, the "Parent Companies"ii) or Shares which are held by stockholders ("Dissenting Stockholders") ----------------------- exercising appraisal rights with respect to such Shares pursuant to Section 92A.380 262 of the GCLDGCL) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receiveone Class A, without interestClass B, an amount Class C, Class D, Class E or Class F Unit, respectively, representing membership interests in cash equal to $16.00 or such greater amount which may be paid pursuant to the Offer Investors (the "Merger ConsiderationLLC Units"). All such Shares, by virtue of the Merger and --------- without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right right, if any, to receive certificates representing the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 appropriate LLC Units or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. Section 262 of the GCLDGCL. (b) At the Effective Time, each Share issued and outstanding at immediately prior to the Effective Time and owned by any stockholder of the Parent Companies, and each Share issued and held in Company's treasury at Merger Sub immediately prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each share of Common Stockcommon stock, par value $0.25 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Merger Sub or the holders of such sharesShares, be converted into one Share15,952.38 shares of Class A Common Stock, 158.73 shares of Class B Common Stock, 4,952.54 shares of Class C Common Stock, 15,873.02 shares of Class D Common Stock, 1,984.13 shares of Class E Common Stock and 1,984.13 shares of Class F Common Stock, each par value $0.01 per share, of the Surviving Corporation. It is intended that the number of the shares of Class A Common Stock, Class B Common Stock, Class C Common Stock, Class D Common Stock, Class E Common Stock and Class F Common Stock resulting from such conversion shall be rounded to the nearest whole number of shares held by each holder thereof, with the result that (1) the 37 shares of common stock of Merger Sub held by Xxxxxxxxx Enterprises, Inc. immediately prior to the Effective Time shall be converted (in the aggregate) into 590,238 shares of Class A Common Stock, 5,873 shares of Class B Common Stock, 183,244 shares of Class C Common Stock, 587,302 shares of Class D Common Stock, 73,413 shares of Class E Common Stock and 73,413 shares of Class F Common Stock, each par value $0.01 per share, of the Surviving Corporation, and (2) the 63 shares of common stock of Merger Sub held by Investors immediately prior to the Effective Time shall be converted (in the aggregate) into 1,005,000 shares of Class A Common Stock, 10,000 shares of Class B Common Stock, 312,010 shares of Class C Common Stock, 1,000,000 shares of Class D Common Stock, 125,000 shares of Class E Common Stock, and 125,000 shares Class F Common Stock, each par value $0.01 per share, of the Surviving Corporation. (d) At the Effective Time, each outstanding option to purchase Class A Common Stock of the Company shall continue under the same terms and conditions as in effect prior to the Merger, and shall constitute options to purchase Class A Common Stock of the Surviving Corporation.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of the Company and Merger Sub in the Merger shall be as follows: (a) At the Effective Time, each Share share of the Common Stock of the Company, par value $.10 per share (the "Common Stock" or "Shares"), issued and outstanding immediately prior to the Effective Time (other than Shares owned by ParentPurchaser, Merger Sub or any other subsidiary or affiliate of Parent Purchaser (collectively, the "Parent Purchaser Companies") or Shares which are held by stockholders shareholders ("Dissenting StockholdersShareholders") exercising appraisal rights pursuant to Section 92A.380 262 of the GCLDGCL or Shares which are held in the Company's treasury at the Effective Time) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to the Offer 18.00 (the "Merger Consideration"). All such Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 3.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. Section 262 of the GCLDGCL. (b) At the Effective Time, each share of Common Stock, $.01 par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Merger Sub or the holders of such shares, be converted into one share of common stock of the Surviving Corporation. (c) Immediately prior to the Effective Time, each option or right to acquire Shares under the Company's 1982 Incentive Stock Option Plan, the Company's 1988 Stock Option Plan and any other stock option or stock entitlement plan operated by the Company which is, at the Effective Time, fully vested and exercisable in accordance with the governing instruments of such plan, shall, without any action on the part of the holder thereof be converted into the right to receive an amount in cash (the "Option Amount"), if any, equal to the product of (x) the Merger Consideration minus the current option, acquisition or base price per share of such option or right and (y) the number of Shares subject to such option or right, payable to the holder thereof without interest thereon, at the Effective Time of the Merger and such option or right will be cancelled and retired and shall cease to exist; provided that the Company shall be entitled to withhold, in accordance with -------- applicable tax law, from any such cash payment any amounts required to be withheld under applicable tax law. Notwithstanding anything to the contrary herein, if it is determined that compliance with any of the foregoing may cause any individual subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") to become subject to the profit recovery provisions thereof, any such option or right held by such individual shall, if such individual so agrees, subject to the proviso to this sentence, be cancelled or converted, as the case may be, at the Effective Time or at such later time as may be necessary to avoid application of such profit recovery provisions and such individual will be entitled to receive from the Company or the Surviving Corporation an amount in cash in respect thereof equal to the Option Amount; provided that the parties hereto will cooperate so as to attempt to achieve the -------- intent of the foregoing without giving rise to such profit recovery. If and to the extent required by the terms of the plans governing such options or rights or pursuant to the terms of any option or right granted thereunder, the Company shall use all reasonable efforts to obtain the consent of each holder of outstanding stock options or rights to the foregoing treatment of such stock options or rights and to take any other action reasonably necessary to effectuate the foregoing provisions. The Company shall take all reasonably necessary action to provide that the Stock Plans (as hereinafter defined) shall be terminated as of the Effective Time. (d) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any of the Parent Purchaser Companies, and each Share issued and held in the Company's treasury at the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled cancelled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each share of Common Stock, par value $0.25 per share, of Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Sub or the holders of such shares, be converted into one Share.

Conversion or Cancellation of Shares. The ------------------------------------ manner of converting or canceling shares of the Company and Merger Sub in the Merger shall be as follows: (a) At the Effective Time, each Share share of the Common Stock, par value $.30 per share (the "Shares"), of the Company issued and outstanding immediately prior to the Effective Time (other than Shares owned by ParentPurchaser, Merger Sub or any other direct or indirect subsidiary of Parent Purchaser (collectively, the "Parent Purchaser Companies") or Shares that are owned by the Company or any direct or indirect subsidiary of the Company or Shares ("Dissenting Shares") which are held by stockholders ("Dissenting Stockholders") properly exercising appraisal rights pursuant to Section 92A.380 262 of the GCLDGCL (collectively, "Excluded Shares")) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash (the "Merger Consideration") equal to $16.00 15.25 or such greater amount which may be paid pursuant to the Offer (Offer. At the "Merger Consideration"). All such Effective Time, all Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares (other than Excluded Shares) shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 5.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. Section 262 of the GCLDGCL. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any of the Parent Companies, and each Share issued and Purchaser Companies or held in the Company's treasury at or owned by the Effective Time, Company or any direct or indirect subsidiary of the Company shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each share of Common Stockcommon stock, par value $0.25 1.00 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Merger Sub or the holders of such shares, be converted into one Shareshare of common stock of the Surviving Corporation.

Conversion or Cancellation of Shares. The manner of converting or ------------------------------------ canceling shares of Company and Sub AROC in the Merger shall be as follows: (a1) At the Effective Time, each AROC Share issued and outstanding immediately prior to the Effective Time (Time, other than AROC Shares that are owned by Parent, Sub AROC or any other direct or indirect subsidiary of Parent AROC or Shares (collectively, the "Parent CompaniesDissenting Shares") or Shares which are held by stockholders ("Dissenting Stockholders") properly exercising appraisal rights pursuant to Section 92A.380 (S)17-16-1321 and (S)17-16-1323 of the GCLWBCA, if applicable (collectively, "Excluded Shares") shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to the Offer 0.11 AROC Delaware Shares (the "Merger Consideration"). All such At the Effective Time, all AROC Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such AROC Shares (other than Excluded Shares) shall thereafter cease to have any rights with respect to such AROC Shares, except the right to receive the Merger Consideration for such AROC Shares upon the surrender of such certificate in accordance with Section 4.2 3.2(h) or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. (S)17-16-1325 of the GCLWBCA. (b2) At the Effective Time, each AROC Share issued and outstanding at the Effective Time and owned by any of the Parent Companies, and each Share issued and AROC Delaware or held in CompanyAROC's treasury at the Effective Time, or owned by AROC or any direct or indirect subsidiary of AROC shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c3) At the Effective Time, each share of Common Stock, par value $0.25 per share, of Sub Newco Share issued and outstanding immediately prior to at the Effective Time shall continue to be outstanding and shall not be affected by the Merger. (4) At the Effective Time, each AROC Delaware Share issued and outstanding at the Effective Time (other than AROC Delaware Shares issued or to be issued pursuant to the Offer) shall, by virtue of the Merger merger and without any action on the part of Sub or the holders holder thereof, cease to be outstanding, shall be canceled and retired without payment of such shares, be converted into one Shareany consideration therefore and shall cease to exist.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of Company Common Stock and Sub shares of common stock of MergerCo in the Merger shall be as follows: (a) At the Effective Time, each Share share of Class A Common Stock of the Company, par value $.01 per share (the "Class A Common Stock") and Class B Common Stock of the Company, par value $.01 per share (the "Class B Common Stock", and together with the Class A Common Stock, the "Company Common Stock") that is issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Sub or any other subsidiary of Parent (collectively, the "Parent Companies") or Shares which shares that are held by stockholders Stockholders (the "Dissenting Stockholders") exercising appraisal rights with respect to such shares pursuant to Section 92A.380 262 of the GCLDGCL) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to the Offer : (the "Merger Consideration"). All such Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights i) with respect to each such Sharesshare held by any Non-Continuing Stockholder, except cash in an amount equal to the right Per Share Merger Consideration; (ii) with respect to receive each Cashed Out Share held by any Continuing Stockholder, cash in an amount equal to the Per Share Merger Consideration; and (iii) with respect to each Rollover Share held by any Continuing Stockholder, a number of shares of Surviving Corporation Common Stock equal to the quotient of (x) the Per Share Merger Consideration for such Shares upon divided by (y) the surrender of such certificate in accordance with Section 4.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. of the GCLPer Share Amount. (b) Notwithstanding the foregoing, no fractions of a share of Surviving Corporation Common Stock shall be issued in the Merger, but in lieu thereof each holder of Company Common Stock otherwise entitled to a fraction of a share of Surviving Corporation Common Stock shall, upon surrender of his or her certificate or certificates, be entitled to receive an amount of cash (without interest) determined by multiplying the Per Share Amount by the fractional share interest to which such holder would otherwise be entitled. (c) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any share of the Parent Companies, and each Share Company Common Stock issued and held in the Company's treasury at immediately prior to the Effective Time, Time shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (cd) At the Effective Time, each share of Common Stockcommon stock, par value $0.25 .01 per share, of Sub MergerCo issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Sub MergerCo or the holders thereof, cease to be outstanding, shall be canceled and retired without payment of such sharesany consideration therefor and shall cease to exist. (e) At the Effective Time, the stock transfer books of the Company shall be converted into one Shareclosed and there shall be no transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of Company Common Stock and Sub shares of common stock of MergerCo in the Merger shall be as follows: (a) At the Effective Time, each Share share of Common Stock of the Company that is issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Sub or any other subsidiary of Parent (collectively, the "Parent Companies") or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 92A.380 of the GCL) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, : (i) cash in an amount in cash equal to $16.00 or such greater amount which may be paid pursuant the Per Share Cash Consideration; and (ii) a number of shares of Surviving Corporation Common Stock equal to the Offer (the "Merger Per Share Stock Consideration"). All such Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. of the GCL. (b) Notwithstanding the foregoing, no fraction of a share of Surviving Corporation Common Stock shall be issued in the Merger, but in lieu thereof each holder of Common Shares otherwise entitled to a fraction of a share of Surviving Corporation Common Stock shall, upon surrender of his or her certificate or certificates, be entitled to receive an amount of cash (without interest) determined by multiplying the Value Per Share by the fractional share interest to which such holder would otherwise be entitled. (c) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any share of the Parent Companies, and each Share Common Stock issued and held in the Company's ’s treasury at Immediately prior to the Effective Time, Time shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (cd) At the Effective Time, each share of Common Stockcommon stock, par value $0.25 .01 per share, of Sub MergerCo issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Sub MergerCo or the holders thereof, cease to be outstanding, shall be canceled and retired without payment of such sharesany consideration therefor and shall cease to exist. (e) At the Effective Time, the stock transfer books of the Company shall be converted into one Shareclosed and there shall be no transfers on the stock transfer books of the Surviving Corporation of shares of Common Stock that were outstanding immediately prior to the Effective Time.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of the Company and Merger Sub in the Merger shall be as follows: (a) At the Effective Time, each Share of the Company issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares owned by Parent, Sub or any other subsidiary of Parent (collectively, the "Parent Companies") or as defined in Section 3.4 and Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to canceled in accordance with Section 92A.380 of the GCL3.1(b)) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount net in cash equal to $16.00 28.50 per Shareholder and an additional $2.50 per Share to be deposited by Purchaser and held by the Escrow Agent in escrow as contingent consideration for distribution in whole or such greater amount which may be paid in part to either the Shareholders of the Company or Purchaser based upon resolution of certain matters subject to adjustment pursuant to the Escrow Agreement as described in Article VIII (the "Merger Contingent Consideration" and together with the Offer Contingent Consideration and the Option Contingent Consideration as defined in Section 3.5 the "Contingent Consideration") (the $28.50 and the Merger Contingent Consideration collectively the "Merger Consideration"). All such Shares, by virtue of the Merger and without any action on the part of the holders thereofthereof (other than Dissenting Shares), shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration subject to escrowed amounts for such Shares upon the surrender of such certificate in accordance with Section 4.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. of the GCL3.2. (b) At the Effective Time, each Share issued and outstanding held in the Company's treasury and each Share owned by the Purchaser, Merger Sub or any direct or indirect wholly-owned subsidiary of the Purchaser or the Company at the Effective Time and owned by any of the Parent Companies, and each Share issued and held in Company's treasury at the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each share of Common Stockcommon stock, par value $0.25 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Merger Sub or the holders of such shares, be converted into one Share.holder(s)

Conversion or Cancellation of Shares. The manner of converting or canceling cancelling shares of Company Holdings and Sub Acquisition in the Merger shall be as follows. At the Effective Time: (a) At each share of the Effective TimeClass A Common Stock, par value $.01 per share, and Class B Common Stock, par value $.01 per share (each Share a "Share" and collectively, the "Shares"), of Holdings issued and outstanding immediately prior to the Effective Time (Time, other than Shares owned by Parent, Sub or any other subsidiary held in the treasury of Parent (collectively, the "Parent Companies") or Holdings and Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 92A.380 any Subsidiary of the GCL) Holdings or AXIA or by Acquisition or New Holdings, shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to the Offer (the "Merger Consideration"). All such Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except except, in the case of Shares other than Shares held in the treasury of Holdings and Shares held by any Subsidiary of Holdings or AXIA or by Acquisition or New Holdings, the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 or the right, if any, to receive payment from as a general unsecured creditor of the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. of the GCLCorporation. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any of the Parent Companies, and each Share issued and held at such time (i) in Company's treasury at the Effective TimeHoldings' treasury, (ii) by any Subsidiary of Holdings or AXIA, (iii) by Acquisition, or (iv) by New Holdings shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled cancelled and retired without payment of any consideration therefor and shall cease to exist. (c) At each option of Holdings to purchase Shares outstanding immediately prior to the Effective Time, Time shall be cancelled without payment of any consideration therefor and shall cease to exist. (d) each share of Common Stock, par value $0.25 .01 per share, of Sub Acquisition issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Sub Acquisition or the holders of such shares, be converted into one Sharefully paid and nonassessable share of the Surviving Corporation's common stock, par value $.01 per share.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of the Company and Company Sub in the Reorganization Merger shall be as follows: (a) At the Reorganization Effective Time, each Share share of Common Stock (the "Shares") issued and outstanding immediately prior to the Reorganization Effective Time (other than Shares owned by Parent, Sub or any other subsidiary of Parent (collectively, the "Parent Companies") or Shares which are held by stockholders ("Dissenting Stockholders") shareholders exercising appraisal rights pursuant to Section 92A.380 Chapter 13 of the GCLCGCL, which shall have the right, if any, to receive payment from the Reorganization Surviving Corporation of the "fair market value" of such Shares as determined in accordance with Chapter 13 of the CGCL) shall, by virtue of the Reorganization Merger and without any action on the part of the holder thereof, be converted into the right to receiveone fully paid and nonassessable share of common stock, without interest$.01 par value per share, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to the Offer of Company Sub (the "Merger ConsiderationCompany Sub Common Stock"). All The shares of Company Sub Common Stock into which the outstanding shares of Common Stock shall have been converted pursuant to this Section 2.1(a) hereof shall be represented and evidenced by the same stock certificates that previously represented and evidenced such Shares, by virtue outstanding shares of Common Stock and the holders of the Merger and outstanding shares of Common Stock so converted shall, at the Reorganization Effective Time, become holders of record of the shares of Company Sub Common Stock issued in consideration therefor upon such conversion without any further action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. of the GCLholders. (b) At the Reorganization Effective Time, each Share share of Company Sub Common Stock issued and outstanding at immediately prior to the Reorganization Effective Time and owned by any of the Parent Companies, and each Share issued and held in Company's treasury at the Effective Time, shall, by virtue of the Reorganization Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and be retired without payment of any consideration therefor and shall cease to exist. (c) At Notwithstanding anything in this Agreement to the contrary, any Shares held by a person (a "Dissenting Shareholder") who shall not have voted in favor of the Reorganization Merger or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares (the "Dissenting Shares") in accordance with Chapter 13 of the CGCL shall not be converted as described in Section 2.1(a), but shall become the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to the laws of the State of California. If, after the Reorganization Effective Time, each share such Dissenting Shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of Common Stockappraisal, par value $0.25 per share, of Sub issued and outstanding immediately prior in any case pursuant to the CGCL, its Shares shall be deemed to be converted as of the Reorganization Effective Time shallinto the right to receive an equal number of shares of Company Sub Common Stock in accordance with Section 2.1(a). If appraisal rights with respect to the Reorganization Merger are available, the Company, the Reorganization Surviving Corporation or the Surviving Corporation shall provide to Dissenting Shareholders the notice and other materials required by virtue Section 1301(a) of the CGCL. The Company shall give Merger and Sub prompt notice of any demands for appraisal of Shares received by the Company. The Company shall not, without the prior written consent of Merger Sub, make any action on the part of Sub payment with respect to, or the holders of settle any such shares, be converted into one Sharedemands.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of Company and Sub in the Merger shall be as follows: (a) At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Sub or any other subsidiary of Parent (collectively, the "Parent Companies") or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 92A.380 of the GCL) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to the Offer (the "Merger Consideration"). All such Shares, by virtue of the Merger and without any action on the part of the holders thereof: (a) Each share of Common Stock, par value $1.00 per share of the Company (the "Shares"), issued and outstanding immediately prior to the Effective Time (other than Shares held by shareholders exercising appraisal rights pursuant to Sections 623 and 910 of the BCL (the "Dissenting Shareholders"), and any shares held in the treasury of the Company) shall be converted into and represent the right to receive, without interest, an amount in cash equal to $7.65 (the "Merger Consideration") upon surrender of the certificate or certificates that, immediately prior to the Effective Time, represented issued and outstanding Shares (the "Certificates"). As of the Effective Time, all such Shares shall no longer be outstanding and outstanding, shall be automatically canceled and retired and shall cease to exist, and each holder of a certificate Certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration without interest for such Shares upon the surrender of such certificate Certificate or Certificates in accordance with Section 4.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. of the GCL2.02. (b) At Each Share held in the Effective Time, each Share issued and outstanding at Company's treasury immediately prior to the Effective Time and owned by any of the Parent Companies, and each Share issued and held in Company's treasury at the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to shall no longer be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist, and each holder of a Certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares. (c) At the Effective Time, each Each share of Common Stock, no par value $0.25 per share, of Sub the Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Sub or the holders of such shares, shall be converted into and become one Sharefully-paid and non-assessable share of Common Stock, no par value per share, of the Surviving Corporation.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of the Company and Purchaser Sub in the Merger shall be as follows: (a) At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by ParentPurchaser, Purchaser Sub or any other subsidiary of Parent (collectively, the "Parent Companies"Purchaser) or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 92A.380 262 of the GCLDGCL) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to the Offer (the "Merger Consideration"). All such Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 5.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. Section 262 of the GCLDGCL. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any of the Parent Purchaser Companies, and each Share issued and held in the Company's treasury at the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each share of Common Stock, par value $0.25 0.01 per share, of Purchaser Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Purchaser Sub or the holders of such shares, be converted into one Share.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of the Company and Merger Sub in the Merger shall be as follows: (a) At the Effective Time, the Shares of the Company issued and outstanding immediately prior to the Effective Time , other than Excluded Shares held by Dissenting Stockholders , shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive, without interest, on an aggregate basis (i) 250,000 shares (the "Purchaser Common Shares"), as adjusted if necessary pursuant to Section 4.1.(e) below, of Purchaser Common Stock, (ii) 70,000 shares (the "Series A Shares") of Purchaser's Series A Stock (collectively, the Purchaser Common Shares and the Series A Shares, the "Stock Portion") and (iii) $6,820,000 (the "Cash Portion") payable in cash (subject to Sections 4.2(d) and 13.8) (the Stock Portion and the Cash Portion are hereinafter referred to as the "Aggregate Merger Consideration"). At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (Time, other than Shares owned by Parentthe Excluded Shares, Sub or any other subsidiary of Parent (collectively, the "Parent Companies") or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 92A.380 of the GCL) shall, shall by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to receive a pro rata portion of the Offer Aggregate Merger Consideration (the "Merger Consideration"). All such Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares ("Company Certificates") shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. of the GCLCGCL. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any of the Parent Companies, and each Each Share issued and held in the Company's treasury at the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each share of Common Stock, par value $0.25 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Merger Sub or the holders of such shares, be converted into and remain one Shareshare of Common Stock of the Surviving Corporation. (d) No fractional shares of either Purchaser Common Stock or Series A Stock shall be issued in the Merger. In lieu thereof, the Purchaser shall issue to any holder of Company Certificates otherwise entitled to a fractional share, upon surrender of such certificates as described in Section 4.2, a check for an amount of cash equal to the fraction of a share of Purchaser Common Stock multiplied by the Share Price or the fraction of a share of Series A Stock multiplied by $100, as the case may be. (e) If the Share Price is equal to $10 or less, then the number of Purchaser Common Shares shall be increased in an amount equal to (i) $2,500,000 divided by the Share Price, (ii) minus 250,000.

Conversion or Cancellation of Shares. The manner of converting converting, retaining or canceling shares of the Company and Merger Sub in the Merger shall be as follows: (a) At the Effective Time, except as otherwise provided in Section 2.1(b), each Share share of Common Stock issued and outstanding immediately prior to the Effective Time (other than Shares owned by ParentMerger Sub, Sub or any other subsidiary of Parent (collectively, the "Parent Companies") or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal “Shares”), together with the rights issued pursuant to Section 92A.380 of the GCL) Rights Plan, shall be cancelled and shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to the Offer 11.50 (the "“Merger Consideration")”) upon surrender of the certificate (or evidence of such shares in book-entry form) as provided in Section 2.2. All such Shares, by virtue of the Merger and without any action on the part of the holders thereof, when so converted, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate (or evidence of such Shares in book-entry form) representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. of the GCL2.2. (b) At the Effective Time, each Share share of Common Stock issued and outstanding at the Effective Time and owned by any of the Parent CompaniesMerger Sub, and each Share issued and held in the Company's ’s treasury at the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each share of Common Stock, par value $0.25 per share, common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Merger Sub or the holders of such shares, be converted into one Sharevalidly issued, fully paid and non-assessable share of Common Stock of the Surviving Corporation and shall constitute the only outstanding share of capital stock of the Surviving Corporation.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of Company and Sub in the Merger shall be as follows: (a) At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Sub or any other subsidiary of Parent (collectively, the "Parent Companies") or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 92A.380 of the GCL) shall, by virtue of the Merger and without any action on the part of any stockholder of the holder thereofCompany or Purchaser, the following shall occur: (a) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than any (i) Exception Shares (which shares shall be cancelled and shall cease to exist with no payment being made with respect thereto in accordance with Section 2.07(c)), and (ii) Dissenting Shares (which shares shall be treated in accordance with Section 2.10), shall be converted into and constitute the right to receive, without interest, an amount in cash equal and subject to $16.00 or such greater amount which may be paid pursuant to any withholding Taxes required by applicable Law, the Offer (the "Common Per Share Merger Consideration"), payable in accordance with Section 2.8 and, solely in the case of shares of Company Common Stock (A) issuable upon the exercise of any Exercisable In-The-Money Option, or (B) classified as either “Restricted Stock” or “Deferred Stock”, Section 2.09. All such Shares, by virtue shares of Company Common Stock that have been converted into the right to receive the Common Per Share Merger and without any action on the part of the holders thereof, Consideration as provided in this Section 2.07(a) shall no longer be outstanding and shall be canceled and retired cancelled and shall cease to exist, and each holder of a certificate representing any that immediately prior to the Effective Time represented such Shares shares of Company Common Stock (a “Certificate”) or book entry shares (“Book-Entry Shares”) shall thereafter cease to have any rights with respect to such Sharesthereto, except the right to receive the Common Per Share Merger Consideration for such Shares upon the surrender of such certificate payable in accordance with Section 4.2 2.8 and, solely in the case of shares of Company Common Stock (A) issuable upon the exercise of any Exercisable In-The-Money Option, or the right(B) classified as either “Restricted Stock” or “Deferred Stock”, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. of the GCL.Section 2.09; (b) At each issued and outstanding share of common stock of Purchaser shall be converted into and shall become one fully paid and nonassessable share of common stock, $0.001 par value, of the Surviving Corporation, so that after the Effective Time, each Share Parent shall be the holder of all of the issued and outstanding at the Effective Time and owned by any shares of the Parent Companies, and Surviving Corporation; (c) each Exception Share issued and held in Company's treasury at the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist.exist and no consideration shall be delivered in exchange therefor; and (cd) At the Effective Time, each authorized but unissued share of Company Common Stock, par value $0.25 per share, of Sub issued and outstanding Stock or Company Preferred Stock immediately prior to the Effective Time shall, by virtue of the Merger shall be canceled and retired and shall cease to exist without any action on the part of Sub or the holders of such sharesconversion thereof, and no consideration shall be converted into one Sharedelivered in exchange therefor.

Conversion or Cancellation of Shares. The manner of converting or canceling cancelling shares of the Company and Sub EVRO Subsidiary in the Merger shall be as follows: (a) The Purchaser shall authorize a Series H convertible preferred stock which preferred stock shall be convertible into common stock upon the Purchaser increasing its authorized common stock from Two Million Five Hundred Thousand (2,500,000) shares to Thirty-Five Million (35,000,000) shares. Upon conversion, the preferred stock shall be convertible into Eight Million Dollars ($8,000,000.00) worth of Purchaser's restricted common stock. The Series H convertible preferred stock shall be authorized by Purchaser's Board of Directors and delivered to the Escrow Agent within five (5) business days following the execution of this Agreement. At the Effective Time, each Share issued the Purchaser's restricted common stock shall be registered under the Act of 1933 as amended, and outstanding immediately prior to shall be exchanged for the Effective Time common stock of the Company on a pro rata basis except for those shares of Company's common stock (other than Shares owned by Parent, Sub or any other subsidiary of Parent (collectively, the "Parent CompaniesShares") or Shares which are held by stockholders of the Company not electing to exchange their Shares for shares of Purchaser ("Dissenting Stockholders") exercising who shall have exercise appraisal rights pursuant to Section 92A.380 Sections 607.1301, 607.1302 and 607.1320 of the GCL) shallFCL, or Section 8-262 of the DCL, as the case may be, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to the Offer (the "Merger Share Consideration"). All such Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. 607.1301, 607.1302 and 607.1320 of the GCLFCL, or Section 8-262 of the DCL, as the case may be. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any of the Parent Companies, and each Share share issued and held in the Company's treasury at the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled cancelled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each share of Common Stock, par value $0.25 per share, of Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Sub or the holders of such shares, be converted into one Share.consideration

Conversion or Cancellation of Shares. The manner of converting or canceling shares of stock of the Company and Sub Xxxxxx in the Merger shall be as follows: (a) At the Effective Time, each Share share of the Common Stock issued and outstanding immediately prior to the Effective Time (a "Share"), other than Shares owned by Parent, Sub or any other subsidiary of Parent (collectively, Common Stock held in the "Parent Companies") or Shares Company's treasury and Common Stock which are is held by stockholders shareholders perfecting dissenter's rights pursuant to the DGCL ("Dissenting StockholdersShareholders") exercising appraisal rights pursuant to Section 92A.380 of the GCL) shall), by virtue of the Merger and without any action on the part of the holder thereof, shall be converted into the right to receive, without interest, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to the Offer 14.51 (the "Merger Consideration"). All such Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. of the GCL2.2. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any of the Parent Companies, and each Share issued and held in the Company's treasury at the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each share of Common Stock, par value $0.25 per share, common stock and each share of Sub preferred stock of Xxxxxx issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Sub Xxxxxx or the holders of such shares, be converted into, respectively, one share of common stock or one share of preferred stock as the case may be, of the Surviving Corporation. (d) Shares that are held by Dissenting Shareholders shall be entitled to such amount as is provided in the DGCL and shall not be converted into one Shareor be exchangeable for the right to receive the Merger Consideration, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost his dissenter's right to appraisal and payment under the DGCL.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of the Company and Merger Sub in the Merger shall be as follows: (a) At the Effective Time, each Share the shares of the Common Stock, par value $.01 per share (the "Shares") of the Company issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Sub or any other subsidiary of Parent (collectively, the "Parent Companies") or Shares which are held by stockholders Stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 92A.380 of the GCLWBCL (the "Excluded Shares") shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive, without interest, on an aggregate basis (i) 652,173.91 shares (the "Stock Portion") of Purchaser Common Stock, par value $0.10 per share (the "Purchaser Common Stock"), which number was determined by dividing $7,500,000 by $11.50 per share (the "Share Price"), (ii) $4,500,000 (the "Cash Portion") payable in cash, and (iii) certain additional contingent rights (the "Contingent Portion") as set forth in Section 4.1(f) below (the Stock Portion, the Cash Portion and the Contingent Portion, are hereinafter referred to as the "Aggregate Merger Consideration"). At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares, shall by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to receive a pro rata portion of the Offer Aggregate Merger Consideration (the "Merger Consideration"). All such Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares ("Company Certificates") shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 or or, with respect to the Excluded Shares, the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. 180.1301 through 180.1331 of the GCLWBCL. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any of the Parent Companies, and each Each Share issued and held in the Company's treasury at the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each share of Common Stock, par value $0.25 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, be and remain one share of Common Stock of the Surviving Corporation. (d) No fractional shares of Purchaser Common Stock shall be issued in the Merger. In lieu thereof, the Purchaser shall issue to any holder of Company Certificates otherwise entitled to a fractional share, upon surrender of such certificates as described in Section 4.2, a check for an amount of cash equal to the fraction of a share of Purchaser Common Stock multiplied by the Share Price or the Adjusted Closing Price, as the case may be. (e) At the Effective Time, the Cash Portion and the amount of any cash in lieu of any fractional shares, calculated in accordance with subsection (d) of this Section 4.1, shall be delivered directly to the Company for distribution to the Stockholders as provided in Section 4.2(d) hereof. (f) In addition to the consideration provided in Section 4.1(a), the holders of the Shares of the Company issued and outstanding immediately prior to the Effective Time or Excluded Shares which are held by the Dissenting Stockholders, shall, by virtue of the Merger and without any action on the part of Sub or the holders thereof, be entitled to certain additional shares (the "Adjustment Shares") of Purchaser Common Stock if, and only if, the average closing price of the Purchaser Common Stock (the "Adjusted Closing Price"), as reported on the American Stock Exchange for the period (the "Adjustment Period") beginning on the first trading day after the Company issues a release on its revenues and earnings for its fiscal year 1997 and ending ninety (90) calendar days later, is less than the Share Price. The Adjustment Shares shall be calculated as that number of shares equal to (a) $7,500,000 divided by the greater of (i) $10.00 per share or (ii) the Adjusted Closing Price, minus (b) $7,500,000 divided by the Share Price. In no event shall the number of Adjustment Shares exceed 97,826.09. The Adjustment Shares shall be distributed pro rata among the Stockholders pursuant to the percentages set forth in Schedule 5.2 of the Disclosure Schedule. The Purchaser shall issue the Adjustment Shares no less than thirty (30) days after the end of the Adjustment Period, and from and effective on the date of such sharesissuance the Adjustment Shares shall be deemed a part of the Stock Portion. In the event that the Purchaser declares or issues a stock dividend, and the record day for such stock dividend occurs prior to the issuance and distribution of the Adjustment Shares, the numbers of shares and the prices per share used for the calculations set forth in this Section 4.1(f) shall all be converted into one Shareadjusted, consistent with standard practices of the Purchaser, to reflect such stock dividend.

Conversion or Cancellation of Shares. The manner of converting converting, retaining or canceling shares of the Company and Merger Sub in the Merger shall be as follows: (a) At the Effective Time, except as otherwise provided in Section 2.1(b), each Share share of Common Stock issued and outstanding immediately prior to the Effective Time (other than Shares owned by ParentMerger Sub, Sub or any other subsidiary of Parent (collectively, the "Parent CompaniesShares") or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal ), together with the rights issued pursuant to Section 92A.380 of the GCL) Rights Plan, shall be cancelled and shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to the Offer 11.50 (the "Merger Consideration")) upon surrender of the certificate (or evidence of such shares in book-entry form) as provided in Section 2.2. All such Shares, by virtue of the Merger and without any action on the part of the holders thereof, when so converted, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate (or evidence of such Shares in book-entry form) representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. of the GCL2.2. (b) At the Effective Time, each Share share of Common Stock issued and outstanding at the Effective Time and owned by any of the Parent CompaniesMerger Sub, and each Share issued and held in the Company's treasury at the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each share of Common Stock, par value $0.25 per share, common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Merger Sub or the holders of such shares, be converted into one Sharevalidly issued, fully paid and non-assessable share of Common Stock of the Surviving Corporation and shall constitute the only outstanding share of capital stock of the Surviving Corporation.

Conversion or Cancellation of Shares. The manner of converting or canceling cancelling shares of Company and Sub MPGN in the Merger shall be as follows: (a) . At the Effective Time, 2.3.1 subject to the escrow arrangement referred to in SECTION 3.4 below, each Share the shares of Common Stock, par value $.001 per share (the "MPGN Shares"), of MPGN issued and outstanding immediately prior to the Effective Time (Time, other than MPGN Shares owned by Parent, Sub or any other subsidiary held in the treasury of Parent (collectively, the "Parent Companies") or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 92A.380 of the GCL) MPGN shall, by virtue of the Merger and without any action on the part of the holder holders thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to receive the Offer (the "Merger Consideration"). All such MPGN Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled cancelled and retired and shall cease to exist, and each holder the holders of a certificate certificates representing any such MPGN Shares shall thereafter cease to have any rights with respect to such MPGN Shares, except except, in the case of MPGN Shares other than MPGN Shares held in the treasury of MPGN, the right to receive the Merger Consideration for such MPGN Shares upon the surrender of such certificate in accordance with Section 4.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. of the GCLcertificates. (b) At the Effective Time, 2.3.2 each Share issued and outstanding at the Effective Time and owned by any of the Parent Companies, and each MPGN Share issued and held at such time in CompanyMPGN's treasury at the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled cancelled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, 2.3.3 each share of Common Stock, par value $0.25 .10 per share, of Sub I-Magic issued and outstanding immediately prior to the Effective Time shallshall continue to be issued and outstanding, by virtue fully paid and nonassessable shares of the Merger Surviving Corporation's Common Stock, par value $.10 per share and without any action on the part owned by Purchaser. Each certificate of Sub or the holders I-Magic evidencing ownership of such shares, be converted into one Shareshares shall continue to evidence ownership of the same number of shares of Common Stock of the Surviving Corporation.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of the Company and Merger Sub in the Merger shall be as follows: (a) At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Merger Sub or any other subsidiary of Parent (collectively, the "Parent Companies")) or Shares which are held by stockholders shareholders ("Dissenting StockholdersShareholders") exercising appraisal dissenters' rights pursuant to Section 92A.380 Chapter 13 of the GCLCGCL) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 18.50 or such greater amount which may be paid pursuant to the Offer (the "Merger Consideration"). All such Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 5.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair market value" of such Shares as determined in accordance with Sections 92A.300 et seq. Chapter 13 of the GCLCGCL. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any of the Parent Companies, and each Share issued and held in the Company's treasury at the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each share of Common Stock, no par value $0.25 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Merger Sub or the holders of such shares, be converted into one Share.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of the Company and Merger Sub in the Merger shall be as follows: (a) At the Effective Time, each Share share ("Share") of the Company's common stock, $0.01 par value per share (together with all rights associated therewith pursuant to the Rights Agreement, as hereinafter defined, "Common Stock"), issued and outstanding immediately prior to the Effective Time (Time, other than Shares owned by Parent, Sub or any other subsidiary of Parent (collectively, the "Parent Companies") or Shares which that are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 92A.380 262 of the GCL) DGCL, shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to the Offer (the "Merger Consideration")) equal to $10.70. All such Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 3.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. Section 262 of the GCLDGCL. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any of the Parent Companies, and each Share issued and held in the Company's treasury at the Effective Time, shall, by virtue virtue, of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Timetime, each share of Common Stock, Stock par value $0.25 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Merger Sub or the holders of such shares, be converted into one ShareShare of the Surviving Corporation.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of the Company and Merger Sub in the Merger shall be as follows: (a) At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by ParentPurchaser, Merger Sub or any other subsidiary of Parent Purchaser (collectively, the "Parent Purchaser Companies") or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 92A.380 262 of the GCLDGCL) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 17.10 or such greater amount which may be paid pursuant to the Offer (the "Merger Consideration"). All such Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 5.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. Section 262 of the GCLDGCL. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any of the Parent Purchaser Companies, and each Share issued and held in Company's treasury at the Effective TimeTime in the Company's treasury, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each share of Common Stock, par value $0.25 per share, share of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Merger Sub or the holders of such shares, be converted into one Share.

Conversion or Cancellation of Shares. The manner of converting or canceling shares of the Company and Merger Sub in the Merger shall be as follows: (a) At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Merger Sub or any other subsidiary of Parent (collectively, the "Parent Companies")) or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 92A.380 262 of the GCLDGCL) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash (the "Merger Consideration") equal to $16.00 4.00 or such greater amount which may be paid pursuant to the Offer (the "Merger Consideration")Offer. All such Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 5.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. Section 262 of the GCLDGCL. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any of the Parent Companies, and each Share issued and held in the Company's treasury at the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (c) At the Effective Time, each share of Common Stock, par value $0.25 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Merger Sub or the holders of such shares, be converted into one Sharehundred (100) shares of the Surviving Corporation, provided, however that if Parent has made the election provided for in Section 2.1(b) hereof, each such share of Merger Sub shall remain outstanding and each certificate therefor shall continue to evidence one share of Common Stock of the Surviving Corporation.