Common use of Exchange Ratio for Company Common Stock Clause in Contracts

Exchange Ratio for Company Common Stock. Subject to Section 2.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and represent the right to receive 1.2015 shares (the “Exchange Ratio”) of Parent American Depositary Shares (“Parent ADSs”), each Parent ADS representing one ordinary share, par value 1/3 p per share, of the Parent (“Parent Ordinary Shares”) or, at the election of the holder of Company Common Stock, the equivalent number of Parent Ordinary Shares in registered certificated or uncertificated form, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.2; provided that if a holder of Company Common Stock does not make such election on the letter of transmittal forwarded to such holder pursuant to Section 2.2(b), such holder shall be deemed to have elected to receive Parent ADSs. The Parent ADSs shall be evidenced by one or more American Depository Receipts (“Parent ADRs”) issued in accordance with the Deposit Agreement dated as of April 11, 2000 by and among the Parent, The Bank of New York (the “Depository”) and the holders from time to time of Parent ADRs (the “Deposit Agreement”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Parent ADSs pursuant to this Section 2.1(c), any cash in lieu of fractional Parent ADSs to be issued or paid in consideration therefor and any dividends or distributions payable pursuant to Section 2.2(c) upon the surrender of such certificate in accordance with Section 2.2, without interest. For purposes of this Agreement, references to Parent ADSs shall also mean Parent Ordinary Shares that holders of Company Common Stock may elect to receive in lieu of Parent ADSs pursuant to the Merger.

Exchange Ratio for Company Common Stock. Subject to the provisions of Section 2.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b)) and other than Dissenting Company Shares under Section 2.4) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and represent the right to receive 1.2015 shares (the “Exchange Ratio”) of Parent American Depositary Shares (“Parent ADSs”), each Parent ADS representing one ordinary share, par value 1/3 p per share, of the Parent (“Parent Ordinary Shares”) or, at the election of the holder of Company Common Stock, the equivalent number of Parent Ordinary Shares in registered certificated or uncertificated formreceive, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.2; provided that if , a holder cash payment in the amount of Company Common Stock does not make such election on the letter of transmittal forwarded to such holder pursuant to Section 2.2(b), such holder shall be deemed to have elected to receive Parent ADSs. The Parent ADSs shall be evidenced by one or more American Depository Receipts (“Parent ADRs”) issued in accordance with the Deposit Agreement dated as of April 11, 2000 by and among the Parent, The Bank of New York Offer Consideration (the “Depository”) and the holders from time to time of Parent ADRs (the “Deposit AgreementMerger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Parent ADSs pursuant to this Section 2.1(c), any cash in lieu of fractional Parent ADSs to be issued or paid in consideration therefor and any dividends or distributions payable pursuant to Section 2.2(c) Merger Consideration upon the surrender of such certificate in accordance with Section 2.2, without interest, subject to the provisions of Section 2.4. (b) Sections 2.2(c) and 2.2(d) and clauses (ii) and (iii) of Section 2.2(a) of the Merger Agreement as heretofore in effect are hereby deleted. For purposes All references elsewhere in Section 2.2 of this Agreement, references the Merger Agreement as heretofore in effect to Parent ADSs shall also mean Parent Ordinary Shares that shares of Buyer Common Stock (and certificates for shares of Buyer Common Stock) issued or issuable to the holders of Company Common Stock may elect as a result of the Merger shall be disregarded and such provisions shall be construed to receive refer only to the cash Merger Consideration contemplated by this Amendment. All references to cash in lieu of Parent ADSs pursuant fractional shares and to dividends and distributions payable on shares of Buyer Common Stock issuable as a result of the Merger shall be disregarded and deleted. (c) All references to $6.13 in the Merger Agreement as heretofore in effect, including in Section 2.3(a) thereof, are hereby amended to refer instead to the Mergeramount of the Merger Consideration, namely, $5.80. (d) The words “participate in” in clause (ii) of Section 2.4(c) of the Merger Agreement as heretofore in effect are hereby deleted and the words “direct and conduct” are hereby inserted in lieu thereof.

Exchange Ratio for Company Common Stock. Subject to Section 2.2Each issued and outstanding share of Series A convertible preferred stock, each issued and outstanding share of Company Common Stock Series B convertible preferred stock and each issued and outstanding share of common stock (other than shares to be cancelled canceled in accordance with Section 2.1(b)) issued of the Company (respectively, the “Series A Preferred Stock,” the “Series B Preferred Stock” and outstanding immediately prior to the Effective Time “Splash Common Stock”) respectively, shall be automatically converted into an amount of fully paid and represent the right to receive 1.2015 nonassessable shares of common stock of Parent (the “Exchange RatioParent Common Stock”) of Parent American Depositary Shares (“Parent ADSs”), each Parent ADS representing one ordinary share, par value 1/3 p per share, of equal to the Parent (“Parent Ordinary Shares”) or, at Conversion Number for the election of the holder of Company Common Company’s Series A Preferred Stock, the equivalent number of Parent Ordinary Shares in registered certificated or uncertificated formSeries B Preferred Stock, upon surrender of the certificate representing such share of Company Splash Common Stock subject to adjustment as may be otherwise set forth in the manner provided in Section 2.2; provided that if a holder of Company Common Stock does not make such election on the letter of transmittal forwarded to such holder pursuant to Section 2.2(b), such holder shall be deemed to have elected to receive Parent ADSsthis Agreement. The Parent ADSs shall be evidenced by one or more American Depository Receipts (“Parent ADRs”) issued in accordance with the Deposit Agreement dated as of April 11, 2000 by and among the Parent, The Bank of New York (the “Depository”) and the holders from time to time of Parent ADRs (the “Deposit Agreement”). As of the Effective Time, all All such shares of Company Splash Common Stock and Series A Preferred Stock and Series B Preferred Stock shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the shares of Parent ADSs pursuant to this Section 2.1(c)Common Stock, any cash in lieu of fractional Parent ADSs to be issued or paid in consideration therefor and any dividends or distributions payable pursuant to Section 2.2(c) therefor, upon the surrender of such certificate in accordance with Section 2.2, without interest. For purposes hereof, subject to adjustment as may be otherwise set forth in this Agreement and before giving effect to a proposed reverse stock split which shall be in a range of this Agreementnot less than 1-for-3 nor more than 1-for-3.5, references to the “Conversion Number” shall be 1.362921798 shares of Parent ADSs shall also mean Parent Ordinary Shares that holders Company Stock for (i) each share of Company Common Stock may elect outstanding, (ii) each share of Series A Preferred Stock outstanding and (iii) for each share of Series B Preferred Stock outstanding. Without limiting the generality of the foregoing immediately prior to receive consummation of the Merger the capitalization of the Parent shall be as set forth on Schedule 2.1(c). Securities issued hereunder shall bear the appropriate federal securities legends and affixing as relevant such additional legends referencing the lock-up/leak out and rescission rights referenced elsewhere in lieu this Agreement. The Warrants to purchase Common Stock of the Company as increased by the Conversion Number and adjusted for the Reverse Stock Split and Options to purchase common stock of the Company as increased by the Conversion Number and adjusted for the Reverse Stock Split as indicated on Schedule 3.7 shall become Warrants to Purchase Common Stock of the Parent ADSs pursuant and Options to Purchase Common Stock of the Parent in form satisfactory to the parties hereto. Cxxxxxxx/Splash Agreement and Plan of Merger.

Exchange Ratio for Company Common Stock. Subject to Section 2.2--------------------------------------- 2.2(e), each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b)) issued and outstanding immediately share of Common Stock, par value $.01 per share (the "Company Common Stock"), of the Company shall be converted into the right to receive that number of American Depositary Shares of News Corp. (the "News Corp. Preferred ADRs"), each of which represents four fully paid and nonassessable Preferred Limited Voting Ordinary Shares, par value A$.50 per share, of News Corp. (the "News Corp. Preferred Stock"), equal to the quotient (the "Exchange Ratio") of (x) $20.50 divided by (y) the average of the daily closing price of News Corp. Preferred ADRs on the New York Stock Exchange ("NYSE") Composite Tape on the twenty consecutive trading days ending on the date which is five Business Days prior to the date of the Company Meeting (as defined in Section 6.8 hereof) (the "Effective Date Price"); provided, however, that, if the Effective Time has not occurred within two days after the date of the Company Meeting, the denominator of the Exchange Ratio referred to in the foregoing subclause (y) shall be equal to the average of the daily closing price of the News Corp. Preferred ADRs on the NYSE Composite Tape on the twenty consecutive trading days ending on the date which is five Business Days prior to the Effective Time shall be automatically converted into and represent the right to receive 1.2015 Time. All such shares (the “Exchange Ratio”) of Parent American Depositary Shares (“Parent ADSs”), each Parent ADS representing one ordinary share, par value 1/3 p per share, of the Parent (“Parent Ordinary Shares”) or, at the election of the holder of Company Common Stock, the equivalent number of Parent Ordinary Shares in registered certificated or uncertificated formwhen so converted, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.2; provided that if a holder of Company Common Stock does not make such election on the letter of transmittal forwarded to such holder pursuant to Section 2.2(b), such holder shall be deemed to have elected to receive Parent ADSs. The Parent ADSs shall be evidenced by one or more American Depository Receipts (“Parent ADRs”) issued in accordance with the Deposit Agreement dated as of April 11, 2000 by and among the Parent, The Bank of New York (the “Depository”) and the holders from time to time of Parent ADRs (the “Deposit Agreement”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate representing any such that, immediately prior to the Effective Time, represented outstanding shares of Company Common Stock (the "Common Stock Certificates") shall cease to have any rights with respect thereto, except the right to receive receive, upon the Parent ADSs surrender of such Common Stock Certificate, the News Corp. Preferred ADRs to which such holder is entitled pursuant to this Section 2.1(c2.1(a), as represented by one or more certificates, and any cash in lieu of fractional Parent ADSs News Corp. Preferred ADRs to be issued or paid in consideration therefor in accordance with Section 2.2(e) and any dividends or distributions payable to which such holder is entitled pursuant to Section 2.2(c) upon ), in each case without interest. All shares of capital stock of the surrender of such certificate Company that are owned by the Company as treasury stock shall not convert into the right to receive News Corp. Preferred ADRs in accordance with this Section 2.2, without interest. For purposes of this Agreement, references to Parent ADSs shall also mean Parent Ordinary Shares that holders of Company Common Stock may elect to receive in lieu of Parent ADSs pursuant to the Merger2.1(a).

Exchange Ratio for Company Common Stock. Subject to Section 2.22.02, each issued and outstanding share of Company Common Stock (other than excluding shares to be cancelled in accordance with Section 2.1(b)2.01(b) but including all shares issued and outstanding immediately prior pursuant to the Effective Time 100% stock dividend to be distributed by Company on or about March 13, 2000) shall be automatically converted into fifty-five hundredths (.55) of a duly authorized, validly issued, fully paid and represent the right to receive 1.2015 shares nonassessable share (the “"Exchange Ratio”") of Parent American Depositary Shares (“Parent ADSs”), each Parent ADS representing one ordinary share, par value 1/3 p per share, of the Parent (“Parent Ordinary Shares”) or, at the election of the holder of Company Common Stock, the equivalent number of Parent Ordinary Shares in registered certificated or uncertificated form, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.2; provided that if a holder of Company Common Stock does not make such election on the letter of transmittal forwarded to such holder pursuant to Section 2.2(b), such holder shall be deemed to have elected to receive Parent ADSs. The Parent ADSs shall be evidenced by one or more American Depository Receipts (“Parent ADRs”) issued in accordance with the Deposit Agreement dated as of April 11, 2000 by and among the Parent, The Bank of New York (the “Depository”) and the holders from time to time of Parent ADRs (the “Deposit Agreement”"Merger Consideration"). As of the Effective Time, all such shares of Company Common Stock Stock, as so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such which, immediately prior to the Effective Time, represented shares of Company Common Stock (a "Company Certificate") shall cease to have any rights with respect thereto, except the right to receive a certificate or certificates representing the number of fully paid and nonassessable shares of Parent ADSs pursuant to this Section 2.1(c), Common Stock into which such holder's shares of Company Common Stock were converted at the Effective Time and any cash in lieu of fractional Parent ADSs to be issued or paid in consideration therefor and any dividends or distributions payable pursuant to Section 2.2(c2.02(e) in lieu of any fractional share of Parent Common Stock and distributions deliverable pursuant to Section 2.02(c), without interest, upon the surrender of such certificate Company Certificate in accordance with Section 2.22.02. In the event Parent or Company changes (or establishes a record date for changing) the number or classes of shares of Parent Common Stock or Company Common Stock, without interest. For purposes as the case may be, issued and outstanding prior to the Effective Time as a result of this Agreementa stock split, references stock dividend, recapitalization, subdivision, reclassification, reverse stock split, combination, exchange of shares or similar transaction with respect to the outstanding Parent ADSs shall also mean Parent Ordinary Shares that holders of Common Stock or Company Common Stock may elect to receive in lieu of Parent ADSs pursuant and the record date therefor shall be prior to the Merger.Effective Time, the Exchange Ratio shall be proportionately and equitably adjusted to reflect such stock split, stock dividend, recapitalization, subdivision, reclassification, reverse stock split, combination, exchange of shares or similar transaction; provided, however,

Exchange Ratio for Company Common Stock. Subject to --------------------------------------- Section 2.22.02, each issued and outstanding share of Company Common Stock ------------ (other than excluding shares to be cancelled in accordance with Section 2.1(b)2.01(b) --------------- but including all shares issued and outstanding immediately prior pursuant to the Effective Time 100% stock dividend to be distributed by Company on or about March 13, 2000) shall be automatically converted into fifty-five hundredths (.55) of a duly authorized, validly issued, fully paid and represent the right to receive 1.2015 shares nonassessable share (the “"Exchange -------- Ratio”") of Parent American Depositary Shares (“Parent ADSs”), each Parent ADS representing one ordinary share, par value 1/3 p per share, of the Parent (“Parent Ordinary Shares”) or, at the election of the holder of Company Common Stock, the equivalent number of Parent Ordinary Shares in registered certificated or uncertificated form, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.2; provided that if a holder of Company Common Stock does not make such election on the letter of transmittal forwarded to such holder pursuant to Section 2.2(b), such holder shall be deemed to have elected to receive Parent ADSs. The Parent ADSs shall be evidenced by one or more American Depository Receipts (“Parent ADRs”) issued in accordance with the Deposit Agreement dated as of April 11, 2000 by and among the Parent, The Bank of New York (the “Depository”) and the holders from time to time of Parent ADRs (the “Deposit Agreement”"Merger Consideration"). As of the -------------------- Effective Time, all such shares of Company Common Stock Stock, as so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such which, immediately prior to the Effective Time, represented shares of Company Common Stock (a "Company Certificate") shall cease to ------------------- have any rights with respect thereto, except the right to receive a certificate or certificates representing the number of fully paid and nonassessable shares of Parent ADSs pursuant to this Section 2.1(c), Common Stock into which such holder's shares of Company Common Stock were converted at the Effective Time and any cash in lieu of fractional Parent ADSs to be issued or paid in consideration therefor and any dividends or distributions payable pursuant to Section 2.2(c2.02(e) in lieu of any fractional --------------- share of Parent Common Stock and distributions deliverable pursuant to Section 2.02(c), without interest, upon the surrender of such certificate Company --------------- Certificate in accordance with Section 2.22.02. In the event Parent or ------------ Company changes (or establishes a record date for changing) the number or classes of shares of Parent Common Stock or Company Common Stock, without interest. For purposes as the case may be, issued and outstanding prior to the Effective Time as a result of this Agreementa stock split, references stock dividend, recapitalization, subdivision, reclassification, reverse stock split, combination, exchange of shares or similar transaction with respect to the outstanding Parent ADSs shall also mean Parent Ordinary Shares that holders of Common Stock or Company Common Stock may elect to receive in lieu of Parent ADSs pursuant and the record date therefor shall be prior to the MergerEffective Time, the Exchange Ratio shall be proportionately and equitably adjusted to reflect such stock split, stock dividend, recapitalization, subdivision, reclassification, reverse stock split, combination, exchange of shares or similar transaction; provided, -------- however, that no adjustment to the Exchange Ratio shall be made in ------- connection with the 100% stock dividend to be distributed by Company on or about March 13, 2000.