Common use of Conversion or Cancellation of Shares Clause in Contracts

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 Purchaser, Merger Sub or any other subsidiary of Purchaser (collectively, the "Purchaser Companies") or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 262 of the 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 $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 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 Section 262 of the DGCL. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any of the Purchaser Companies, and each Share issued and held at the Effective Time 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 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. 5.2.

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 Purchaser the Parent (collectively, the "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 262 of the DGCLDGCL (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 $17.10 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 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 Section 262 of the DGCL. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any of the Purchaser Companies, and each Share issued and Companies or held at the Effective Time in the Company's treasury, treasury or owned by the 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 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. 5.2.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 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 further action on the part of the holders of any shares of capital stock of the Company or any shares of capital stock of Sub: (i) Each share of Company Common Stock (A) issued and outstanding immediately prior to the Effective Time and (1) owned by Acquiror or any of its wholly-owned Subsidiaries (but not by any employee benefit plan of, or any nuclear decommissioning trust for the benefit of, Acquiror or any of its Subsidiaries) or (2) owned by any Subsidiary of the Company (but not by any Employee Plan of the Company or any of its Subsidiaries) or (B) held in the treasury of the Company immediately prior to the Effective Time will cease to be outstanding, will be canceled and retired without payment of any consideration therefor and will cease to exist. (ii) Subject to Section 3.2(c), each Share share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Shares owned by Purchaser, Merger Sub or any other subsidiary of Purchaser (collectively, the "Purchaser Companies"shares to be canceled in accordance with Section 3.1(a)(i)) or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 262 of the DGCL) shall, by virtue of the Merger and without any action on the part of the holder thereof, will be converted into the right to receive, without interest, an amount in cash equal to $17.10 or such greater amount which may be paid pursuant to the Offer receive that number (the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of common stock, no par value, of Acquiror ("Acquiror Common Stock"). All , equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (x) the quotient of (A) $722.5 million (increased by the total amount of cash paid to the Company between the execution of this Agreement and the Closing in order to exercise the Company Options plus an amount equal to the total exercise price of any unexercised Company Options and any unexercised Company SARs, but reduced (I) by the total cash amount paid by the Retained Companies between December 31, 1996 and the Closing in settlement of any stock appreciation rights (including limited rights), Company Options or performance shares, except to the extent such Shares, by virtue of the Merger and without any action amounts have been recorded as accrued liabilities on the part of 1996 balance sheet included in the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to existRetained Companies' Financial Statements, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares(II) if applicable, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with the last sentence of this Section 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 Section 262 of the DGCL. (b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any of the Purchaser Companies, and each Share issued and held at the Effective Time 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 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. 5.2.3.1(a)(ii)