Common use of Merger Consideration Clause in Contracts

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each Subject to the allocation and election procedures in Section 4.2 and subject to Section 4.5, each share of the common stock, par value $0.01 per share, of the Company (the "Common Stock"), including the associated right to purchase Series A Junior Participating Preferred Stock (each a “"Right" and together with the Common Stock, a "Share” or" and, collectively, the “"Shares”") issued pursuant to the Rights Agreement, dated as of December 20, 1989, as amended by an amendment dated as of July 23, 1997, by and between the Company and First Chicago Trust Company of New York, as Rights Agent, (the "Rights Agreement"), issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub Parent or any other direct or indirect wholly-owned Subsidiary of Parent and Shares that are owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, Company and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “"Excluded Share” " and collectively, “"Excluded Shares”")) shall be converted into the right to receive either (i) $27.25 per Share 28.50 in cashcash (the "Cash Consideration") or (ii) .775 shares of common stock, without interest par value, of Parent (the “Per Share "Parent Common Stock") (the "Stock Consideration" and, together with the Cash Consideration, the "Merger Consideration”"). All references in this agreement to Parent Common Stock to be issued pursuant to the Merger shall be deemed to include the corresponding rights ("Parent Rights") to purchase Series A Junior Participating Preferred Stock of Parent pursuant to the Parent Rights Agreement (as defined in Section 5.1(b)(ii)), except where the context otherwise requires. At the Effective Time, all of the Shares shall cease to no longer be outstanding, outstanding and shall be cancelled canceled and retired and shall cease to exist, and each certificate (a “"Certificate”") formerly representing any of the such Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration and the right, without interestif any, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment pursuant to which reference is made in Section 4.2(f) cash in lieu of fractional shares into which such Shares have been converted pursuant to this Section 4.1(a) and any dividends or other distributions pursuant to Section 4.2(d).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (ii) Shares that are owned by stockholders of the Company (“Dissenting Stockholders”) who have perfected properly demanded and not withdrawn a demand for for, or lost their right to, appraisal rights pursuant to Section 262 of the DGCL (each Share the Shares referred to in clause (ii), “Dissenting Shares”, and the Shares referred to in clauses (i) or clause and (ii) being an “Excluded Share” and collectively), “Excluded Shares”)) shall be converted into the right to receive $27.25 128.00 (one hundred twenty eight dollars and zero cents) per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares converted into the right to receive the Merger Consideration pursuant to this Section 4.1(a) shall cease to be outstanding, shall be cancelled and shall cease to existexist as of the Effective Time, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) (each, a “Share Certificate”) and each book-entry account formerly representing any non-certificated Share represented by book-entry (a “Book Entry Share”) Shares (other than Excluded Shares) (each, a “Book-Entry Share”) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stockCommon Stock, par value $0.01 per share, of the Company (a “"Share” " or, collectively, the “"Shares”" and such Common Stock being herein called the "Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary subsidiary of Parent and (collectively, the "Parent Companies") or Shares that are owned by the Company or any direct or indirect wholly-owned Subsidiary subsidiary of the Company, Company and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “"Excluded Share” " and collectively, “"Excluded Shares”")) shall be converted into into, and become exchangeable for, the right to receive $27.25 per Share in cash, without interest number of shares (the “Per Share "Merger Consideration”). ") of Common Stock, par value $0.01 per share, of Parent ("Parent Common Stock") equal to the amount (the "Conversion Number") determined pursuant to the formula set forth in Exhibit B. At the Effective Time, all of the Shares shall cease to no longer be outstanding, outstanding and shall be cancelled and retired and shall cease to exist, and each certificate (a “"Certificate”") formerly representing any of the such Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to the Merger Consideration and the right, if any, to receive pursuant to Section 4.2(e) cash in lieu of fractional shares into which such Shares have been converted pursuant to this Section 4.1(a) and any distribution or dividend pursuant to Section 4.2(c). Subject to Section 4.3, the Per Share Merger Consideration, without interest, and each Certificate formerly representing Excluded Shares or Book Entry shall also include any Shares ("Dissenting Shares") that are owned by stockholders ("Dissenting Stockholders shall thereafter only represent Stockholders") exercising appraisal rights pursuant to Section 262 of the right to receive the payment to which reference is made in Section 4.2(f)DGCL.

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Share issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL Stockholders (each Share referred to in clause (i) or clause (ii) of this Section 1.8(a) being an “Excluded Share” and and, collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share an amount in cashcash equal to the Offer Price, without interest thereon (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Book-Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Shares, and each Book-Entry Shares Share, owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f)1.12.

Merger Consideration. Each share of the common stock, having a par value $0.01 of one dollar per shareshare (each a "Company Share" and together the "Company Shares"), of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Company Shares that are owned by ParentSBC or Merger Sub, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and (ii) Company Shares that are owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case (i) and (ii) not held on behalf of third parties parties, or (but not including iii) Company Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement("Dissenting Shares") and (ii) Shares that are owned by stockholders shareholders (“"Dissenting Stockholders”Shareholders") who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 satisfy all of the DGCL requirements to demand payment for such shares in accordance with Sections 33-855 through 33-872 of the CBCA (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “"Excluded Company Shares”")) shall be converted into the right to receive $27.25 per Share in cash, without interest 0.8784 of a share (the “Per Share "Exchange Ratio") of Common Stock, par value $1 per share, of SBC ("SBC Common Stock"), subject to adjustment as provided in Section 4.4 (the "Merger Consideration”"). All references in this agreement to SBC Common Stock to be issued pursuant to the Merger shall be deemed to include the corresponding rights ("SBC Rights") to purchase shares of SBC Common Stock pursuant to the SBC Rights Agreement (as defined in Section 5.3(a)), except where the context otherwise requires. At the Effective Time, all of the Company Shares shall cease to no longer be outstanding, shall be cancelled and retired and shall cease to exist, and each certificate (a “"Certificate”") formerly representing any of the Company Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Company Shares) shall thereafter represent only the right to the Merger Consideration and the right, if any, to receive the Per Share Merger Considerationpursuant to Section 4.2(d) cash in lieu of fractional shares into which such Company Shares have been converted pursuant to this Section 4.1(a) and any distribution or dividend pursuant to Section 4.2(b), in each case without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. (i) Each share of the common stockClass A Common Stock, par value $0.01 700.00 per share, of the Company (a “Class A Share” oror collectively the “Class A Shares”) and each share of the Class B Common Stock, collectivelypar value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (ix) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary subsidiary of Parent Holdco and Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary subsidiary of the Company, and in each case not held on behalf of third parties parties, (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (iiy) Shares that are owned by stockholders shareholders (“Dissenting StockholdersShareholders”) who have perfected and not withdrawn a demand for asserted their appraisal rights prior to the Effective Time pursuant to Section 262 31D-13-1321 of the DGCL WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each Share share referred to in clause (ix), (y) or clause and (iiz) being above, an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive an amount in cash equal to (1) $27.25 per Share 960,000,000 divided by (2) the total number of Shares issued and outstanding immediately prior to the Effective Time (including in cashsuch calculation, without interest all Excluded Shares referred to in subsections (y) and (z) of the definition of Excluded Shares) (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only plus the right to receive after the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent Closing a portion of the right to receive proceeds of the payment to which reference is made sale of certain assets as provided in Section 4.2(f)6.13. Two business days prior to the Closing, the Company shall deliver to Parent a certificate setting forth the number of Shares that will be issued and outstanding immediately prior to the Effective Time.

Merger Consideration. Each share of the common stock, par value $0.01 per share, Share of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent (including Shares accepted in the Offer) and not, in each case, held on behalf of third parties, (ii) Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary of the CompanyCompany and not, and in each case not case, held on behalf of third parties (but not including each of the Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangementclauses (i) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being ), an “Excluded Share” and collectively, “Excluded Shares”), and (iii) Dissenting Shares) shall be automatically converted into the right to receive $27.25 per Share an amount in cash, without interest cash equal to the Offer Price (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate formerly representing Shares (a “Certificate”) or non-certificated Shares held in book-entry position formerly representing Shares (the “Book-Entry Shares”), as the case may be, formerly representing any of the Shares (other than Excluded Shares) Shares and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Dissenting Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stockCommon Stock, par value $0.01 per share, of the Company (the “Common Stock,” and each a “Share” or, and collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub Parent or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each such Share referred to in clause clauses (i) or clause and (ii) being above, an “Excluded Share” and and, collectively, “Excluded Shares”)) shall be converted into the right to receive $27.25 per Share in cashreceive, without interest and become exchangeable for a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) plus $28.50 in cash (the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”). At the Effective Time, all of the Shares (other than the Excluded Shares) shall cease to be outstanding, shall be cancelled and shall cease to exist, and (A) each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and (B) each non-certificated uncertificated Share represented by book-entry (a an “Book Entry Uncertificated Share”) registered to a holder on the stock transfer books of the Company (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interestand the right, if any, to receive pursuant to Section 4.2(e) cash in lieu of fractional shares into which such Shares have been converted pursuant to this Section 4.1(a) and any distribution or dividend pursuant to Section 4.2(c), and each Certificate certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter represent only represent the right to receive the payment to of which reference is made in Section 4.2(f)4.3.

Merger Consideration. Each share In exchange for the consideration set forth in clauses (a), (b) and (c) of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectivelythis Section 1.6, the “Shares”) issued Holders shall receive, in the aggregate, 2,474,000 shares of validly issued, fully paid and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary nonassessable shares of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary common stock of the Company, $.01 par value per share (the "Common Stock"). No fraction of a share of Common Stock shall be issued hereunder and no cash shall be issued in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect lieu of any compensation plan or arrangementsuch fractional shares which would otherwise be issuable thereof. The Common Stock issuable under this Section 1.6(d) is referred to herein as the "Merger Consideration". The shares of Common Stock issued as Merger Consideration, except (i) for all the shares of Common Stock issued to the Xxxxxx Group (the "Xxxxxx Shares") and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 57,000 of the DGCL shares of Common Stock issued to Xxxxxxxxx (each Share the "Unrestricted Xxxxxxxxx Shares"), may not be sold, transferred or otherwise disposed of by any or all of the Holders until the Second Anniversary of the Effective Time (the "Transfer Restriction"). Notwithstanding the foregoing, the restrictions contained herein shall in no way restrict or limit such Holder's ability to (a) transfer shares of Common Stock to (1) another Holder, (2) his immediate family members or (3) a trust or trusts for the benefit of his immediate family members for estate planning purposes or (b) pledge shares of Common Stock to a bona fide reputable financial institution as security for debt incurred by such Holder (all transferees permitted by clause (a) and (b) are referred to in clause herein as "Permitted Transferees"); provided, however, that such Holder and such Permitted Transferees shall (i) or clause be bound by the Transfer Restriction and (ii) being an “Excluded Share” execute, prior to any such transfer to such Permitted Transferee, such documents as may be reasonably requested by the Company to evidence and collectively, “Excluded Shares”) affirm its obligations hereunder (each of such permitted transfers shall hereinafter be converted into the right referred to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”as a "Permissible Transfer"). At the Effective TimeThe Xxxxxx Shares may not be sold, transferred or otherwise disposed of by any or all of the Holders constituting the Xxxxxx Group except (i) in connection with a Permissible Transfer or (ii) in accordance with the following provisions: (x) 25% of such Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any on the first anniversary of the Effective Date; (y) 25% of such Shares on the eighteenth month anniversary of the Effective Date; and (other than Excluded Sharesz) the balance of such Shares on the second anniversary of the Effective Date. The Unrestricted Xxxxxxxxx Shares may not be sold, transferred or otherwise disposed of by Xxxxxxxxx except (i) in connection with a Permissible Transfer or (ii) in accordance with the following provisions: (x) 25% of such Shares on the first anniversary of the Effective Date; (y) 25% of such Shares on the eighteenth month anniversary of the Effective Date; and each non-certificated Share represented by book-entry (a “Book Entry Share”z) (other than Excluded Shares) shall thereafter represent only the right to receive balance of such Shares on the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent second anniversary of the right to receive the payment to which reference is made in Section 4.2(f)Effective Date.

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) of common stock, par value $1.00 per share, of the Company (the “Common Stock”) issued and outstanding immediately prior to the Effective Time (including each outstanding restricted share granted under the Stock Plans) other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary subsidiary of Parent Parent, in each case not held on behalf of third parties, (ii) Dissenting Shares (as defined below), and (iii) Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause through (iiiii) above being an “Excluded Share” and collectively, “Excluded Shares”) shall be automatically converted into the right to receive $27.25 per Share 140 in cash, without interest cash (the “Per Share Merger Consideration”), without interest. At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each or non-certificated Share represented by book-entry (a “Book Book-Entry ShareShares”) formerly representing any Shares (other than Excluded Shares) shall thereafter cease to have any rights with respect to such Shares and shall represent only the right to receive the Per Share Merger ConsiderationConsideration multiplied by the number of such Shares formerly represented thereby, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Newco Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Newco Shares owned by ParentDISH, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent DISH and Newco Shares owned by the Company EchoStar or any direct or indirect wholly-wholly owned Subsidiary of the CompanyEchoStar (including Newco), and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Newco Share referred to in clause (i) or clause (ii) being this parenthetical, an “Excluded Share” and and, collectively, “Excluded Shares”)) shall be converted into into, and become exchangeable for a number of DISH Shares equal to the right to receive $27.25 per Share in cashquotient of (1) 22,937,188 divided by (2) the number of issued and outstanding shares of EchoStar Common Stock as of the Distribution Record Date (such ratio, without interest (the “Exchange Ratio,” such consideration, the “Per Share Merger Consideration” and, the aggregate consideration to be issued pursuant to this Section 4.1(a), the “Aggregate Merger Consideration”). At the Effective Time, all of the Newco Shares (other than Excluded Shares) shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each certificate formerly representing any of the Newco Shares (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) ), and each non-certificated Newco Share represented by book-book entry (each, a “Book Entry Newco Share”) (other than in each case those representing Excluded Shares) shall thereafter represent only the right to receive receive, without interest, the Per Share Merger ConsiderationConsideration and the right, without interestif any, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment (A) pursuant to Section 4.2(d), cash in lieu of fractional shares into which reference is made in such Newco Shares have been converted pursuant to this Section 4.2(f4.1(a) and (B) any distribution or dividend pursuant to Section 4.2(b).

Merger Consideration. Each share (i) The total number of the common stockshares of Common Stock, par value $0.01 US$0.001 per share, of the Parent ("Parent Common Stock"), to be issued in ------------------- connection with the Merger, subject to any adjustment pursuant to Section 4.1(b), shall be equal to 4,366,835 shares (the "Merger Consideration"). -------------------- (ii) Each share of (A) Common Stock, no par value, of the Company ("Common Stock"), (B) Series A Preferred Stock, no par value, of the ------------ Company ("Series A Preferred") and (C) Series B Preferred Stock, no par value, ------------------ of the Company ("Series B Preferred", and together with the Common Stock and the ------------------ Series A Preferred, each a “"Share” or, collectively, " and collectively the “"Shares”") issued and ----- ------ outstanding immediately prior to the Effective Time Time, in each case other than (i) Shares owned by the Parent, the Merger Sub or any other direct or indirect wholly-owned Subsidiary subsidiary of the Parent and (collectively, the "Parent Companies") or Shares that are owned by the ---------------- Company or any direct or indirect wholly-owned Subsidiary subsidiary of the Company, Company and in each case not held on behalf of third parties or Shares (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement"Dissenting Shares") and (ii) Shares that are owned ----------------- by stockholders shareholders (“"Dissenting Stockholders”Shareholders") who have perfected and not withdrawn a demand for exercising appraisal rights pursuant ----------------------- to Section 262 1300 of the DGCL CACC (each Share referred to in clause (i) or clause (ii) being each, an “"Excluded Share” " and collectively, “-------------- "Excluded Shares”) "), shall be converted into the right to receive $27.25 per Share into, and become exchangeable for shares --------------- of Parent Common Stock in cash, without interest (the “Per Share Merger Consideration”)accordance with Section 4.1(e) below. At the Effective Time, all of the Shares shall cease to no longer be outstanding, outstanding and shall be cancelled and retired and shall cease to exist, and each certificate (a “"Certificate”") ----------- formerly representing any of the such Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive a portion of the Per Share Merger ConsiderationConsideration and the right, without interestif any, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive pursuant to Section 4.2(d) cash in lieu of fractional shares into which such Shares have been converted pursuant to this Section 4.1 and any distribution or dividend pursuant to Section 4.2(b). At the payment Effective Time, each warrant outstanding to which reference is made in Section 4.2(f)purchase Series B Preferred shall no longer be outstanding and shall be cancelled and retired and shall cease to exist.

Merger Consideration. Each share of the common stockCommon Stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”"Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock (i) Shares owned by Parent, Merger Sub Cingular or any other direct or indirect wholly-owned Subsidiary of Parent and Shares Cingular (collectively, the "Cingular Companies"), (ii) owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, except, in the case of each of clauses (i) and in each case not (ii), for any such shares held on behalf of third parties parties, or (but not including Shares held by iii) shares of Common Stock (the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement"Dissenting Common Shares") and (ii) Shares that are owned by stockholders (“the "Dissenting Common Stockholders”") who have perfected and not withdrawn a demand for properly exercising appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “"Excluded Common Share” " and collectively, “"Excluded Common Shares”")) shall be converted into the right to receive $27.25 per Share 15.00 in cash, without interest cash (the “Per Share "Common Stock Merger Consideration”"). If the Closing shall not have occurred on or prior to December 16, 2004, the Common Stock Merger Consideration shall be increased by an amount of simple interest at a rate of 4% per annum based on a year of 365 days from and after December 16, 2004 to the day preceding the Effective Time, and the Common Stock Merger Consideration shall be an amount equal to $15.00 as increased pursuant to this sentence.At the Effective Time, all shares of the Shares Common Stock shall cease to be outstanding, no lxxxxx xx xxtstanding and shares of Common Stock shall be cancelled and retired and shall cease to exist, and each certificate (a “"Common Stock Certificate”") formerly representing any such shares of the Shares Common Stock (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Common Shares) shall thereafter represent only the right to receive the Per Share Common Stock Merger Consideration, without interest, Consideration and each Certificate formerly representing any Dissenting Common Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter represent only represent the right to receive the payment to which reference is made applicable payments set forth in Section 4.2(f)4.3.

Merger Consideration. Each share of the common stock, par value $0.01 0.001 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Merger 1 Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, “Excluded Shares”) )), shall be cancelled and converted into into, and become exchangeable for a number of validly issued, fully paid and nonassessable shares of Parent Class A Common Stock equal to the right to receive $27.25 per Share in cash, without interest product obtained by multiplying (x) one by (y) the Exchange Ratio (the “Per Share Merger Consideration”); provided that that in no event, or anything in this Agreement to the contrary, shall the aggregate amount of validly issued, fully paid and nonassessable shares of Parent Class A Common Stock exchanged as Merger Consideration be (1) greater than forty-nine and nine-tenths percent (49.9%) of the aggregate amount of all issued and outstanding shares of the voting capital stock of Parent as of immediately following the Merger 1 Effective Time or (2) less than forty-eight and one-tenth percent (48.1%) of the Parent Net Diluted Securities as of immediately following the Merger 1 Effective Time. At the Merger 1 Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) or book-entry share (a “Book-Entry Share”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration and the right, without interestif any, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment pursuant to Section 3.2(d) cash in lieu of fractional shares into which reference is made in such Shares have been converted pursuant to this Section 4.2(f3.1(a).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” orand, collectively, the “Shares”) of Common Stock and Preferred Stock issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary subsidiary of Parent Parent, and in each case not held on behalf of a third party, (ii) Dissenting Shares owned (as defined below), and (iii) Shares held by the Company in treasury or held by any direct or indirect wholly-owned Subsidiary of the Company, Company and in each case not held on behalf of a third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL party (each Share referred to in clause clauses (i) or clause through (iiiii) above being an “Excluded Share” and and, collectively, the “Excluded Shares”) shall be converted into the right to receive $27.25 per Share an amount in cash, without interest interest, equal to (x) the applicable Per Share Closing Consideration and (y) any amounts required to be paid pursuant to Section 4.1(b)(iv)(A)(2) or Section 4.1(b)(iv)(B), as applicable (collectively, the “Per Share Merger Consideration”). At the Effective Time, all All of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each any non-certificated Share Shares represented by book-entry (a “Book Entry Share”) (in each case, other than Excluded Shares) shall thereafter cease to have any rights with respect to such Shares and shall represent only the right to receive the Per applicable Merger Consideration per Share Merger Considerationmultiplied by the number of such Shares formerly represented thereby, without interest. For the avoidance of doubt, the number of Shares issued and each Certificate formerly representing Shares outstanding immediately prior to the Effective Time does not impact the calculation or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent amount of the right to receive the payment to which reference is made in Section 4.2(f)aggregate Merger Consideration.

Merger Consideration. Each share of the common stockCommon Stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”"Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock (i) Shares owned by Parent, Merger Sub Cingular or any other direct or indirect wholly-owned Subsidiary of Parent and Shares Cingular (collectively, the "Cingular Companies"), (ii) owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, except, in the case of each of clauses (i) and in each case not (ii), for any such shares held on behalf of third parties parties, or (but not including Shares held by iii) shares of Common Stock (the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement"Dissenting Common Shares") and (ii) Shares that are owned by stockholders (“the "Dissenting Common Stockholders”") who have perfected and not withdrawn a demand for properly exercising appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “"Excluded Common Share” " and collectively, “"Excluded Common Shares”")) shall be converted into the right to receive $27.25 per Share 15.00 in cash, without interest cash (the “Per Share "Common Stock Merger Consideration”"). At the Effective Time, all shares of the Shares Common Stock shall cease to no longer be outstanding, outstanding and shares of Common Stock shall be cancelled and retired and shall cease to exist, and each certificate (a “"Common Stock Certificate”") formerly representing any such shares of the Shares Common Stock (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Common Shares) shall thereafter represent only the right to receive the Per Share Common Stock Merger Consideration, without interest, Consideration and each Certificate formerly representing any Dissenting Common Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter represent only represent the right to receive the payment to which reference is made applicable payments set forth in Section 4.2(f)4.3.

Merger Consideration. Each share of the common stock, par value $0.01 0.10 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary subsidiary of Parent and Parent, Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary subsidiary of the Company, and in each case not held on behalf of third parties (but not including which, for purposes of clarity, shall include any such Shares held by in the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) Executive Benefit Trust and the Employee Stock Benefit Trust, which Shares shall be converted into the right to receive the Per Share Merger Consideration (as defined below)), and (ii) Shares that are owned by stockholders shareholders who are entitled to dissent from the Merger and demand payment for such Shares and who properly exercise and do not waive, withdraw or otherwise lose such right pursuant to Article 13 of the GBCC (“Dissenting StockholdersShareholders”) who have perfected , and not withdrawn a demand for appraisal rights pursuant to Section 262 each of the DGCL (each Share referred to Shares in clause (i) or clause and (ii) being ), an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 50.00 per Share in cash, without interest cash (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 0.0001 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary subsidiary of the Company, and in each case not held on behalf of third parties parties, (but not including ii) Shares held by the of Company Restricted Stock which shall be treated in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangementaccordance with Section 4.3(b) and (iiiii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, “Excluded Shares”)) shall be converted into the right to receive (y) $27.25 15.00 per Share in cash(the “Per Share Cash Merger Consideration”) and (z) one non-transferable contingent value right (a “Contingent Value Right”) to be issued by Parent pursuant to the CVR Agreement (the Per Share Cash Merger Consideration together with the Contingent Value Right, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”,” it being understood that any reference herein to a “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of Shares) formerly representing any of the Shares (other than Excluded Shares) ), and each non-certificated Share represented by book-entry (a “Book Entry Share”) account statement relating to the ownership of Shares (other than Excluded Shares) ), shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stockCommon Stock, par value $0.01 per share, of the Company (the "Common Stock"), including the associated right to purchase one-twentieth of a “share of Series A Preferred Stock, par value $0.01 per share ("Series A Preferred Stock"), of the Company (each a "Right" and, together with the Common Stock, a "Share” " or, collectively, the “"Shares”") issued pursuant to the Amended and Restated Rights Agreement, dated as of February 11, 1999, between the Company and Norwest Bank Minnesota, National Association, as Rights Agent (the "Rights Agreement"), issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by ING, Parent, Merger Sub or any other direct Subsidiary (as defined in Section 5.1(a)(i)) of ING (collectively, the "ING Companies") or indirect wholly-owned Subsidiary of Parent and Shares that are owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, Company and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” parties, or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares ("ESOP Shares") held by the Reliastar Financial Corp. Success Sharing Plan and ESOP (the "ESOP Plan") or (iii) Shares ("Dissenting Shares") that are owned by stockholders (“"Dissenting Stockholders”") who have perfected and not withdrawn a demand for exercising appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “"Excluded Share” " and collectively, “"Excluded Shares”")) shall be converted into the right to receive $27.25 per Share 54.00 in cash, without interest cash (the “Per Share "Merger Consideration”"). At the Effective Time, all of Shares issued and outstanding immediately prior to the Shares Effective Time shall cease to no longer be outstanding, outstanding and shall be cancelled canceled and retired and shall cease to exist, and each certificate (a “"Certificate”") formerly representing any of the such Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Share issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Acquisition Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent and Parent, (ii) Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (iiiii) any Shares that are owned by stockholders the holder of which has (“Dissenting Stockholders”A) who have demanded and perfected such holder’s right to dissent from the Merger and not withdrawn a demand for appraisal rights pursuant to be paid the fair value of such Shares in accordance with Section 262 of the DGCL and (B) as of the Effective Time, has not effectively withdrawn or lost such Dissenters’ Rights (“Dissenting Shares”) (each Share referred to of such Shares described in clause clauses (i) or clause ), (ii) being and (iii), an “Excluded Share” and collectively, the “Excluded Shares”) shall be converted into the right to receive $27.25 per Share an amount in cash, without interest cash equal to the Offer Price (the “Per Share Merger Consideration”), without interest thereon. At the Effective Time, if any, all of the Shares (other than the Excluded Shares) shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each thereafter any Shares represented by a certificate or certificates (a the “CertificateCertificates”) formerly representing and any of the uncertificated Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a the “Book Book-Entry ShareShares”) (in each case, other than the Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each outstanding share of the common stock, par value $0.01 per share, of the Company (each a “Share” orand, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for (or lost their right to) appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) of this Section 4.1(a) being an “Excluded Share” and and, collectively, “Excluded Shares”) shall be converted into the right to receive (I) an amount in cash equal to $27.25 per 37.30 (the “Per Share Cash Consideration”) and (II) one (1) contractual contingent value right pursuant to the CVR Agreement (a “CVR”), in casheach case, without interest thereon ((I) and (II) collectively, the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Book-Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stockCommon Stock, par value $0.01 0.005 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to at the Effective Time (other than (i) Shares owned by Parent, Parent and Merger Sub (collectively, the “Parent Companies”) or any other direct or indirect wholly-owned Subsidiary of Parent and Shares that are owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties or Shares (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangementDissenting Shares”) and (ii) Shares that are owned held by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for exercising appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, “Excluded Shares”)) shall be converted into the right to receive into, and become exchangeable for 0.42 of a share of Common Stock, par value $27.25 0.20 per Share in cashshare, without interest of Parent (the “Per Share Merger Parent Common Stock”) plus $20.00 in cash (the “Mixed Consideration”). At the Effective Time, all of the Shares shall cease to no longer be outstanding, outstanding and shall be cancelled and retired and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the such Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry ShareCertificate”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationMixed Consideration and the right, without interestif any, to receive pursuant to Section 4.2(e) cash in lieu of fractional shares into which such Shares have been converted pursuant to this Section 4.1(a) and each Certificate formerly representing any dividends or other distributions pursuant to Section 4.2(c) and any Dissenting Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter represent only represent the right to receive the payment to which reference is made payments set forth in Section 4.2(f)4.3.

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and parties, (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for for, or lost their right to, appraisal rights pursuant to Section 262 of the DGCL with respect to such Shares (each Share the “Dissenting Shares”, and together with the Shares referred to in the immediately preceding clause (i) or clause (ii) being an “Excluded Share” and collectively), the “Excluded Shares”), (iii) Shares that are Company Restricted Stock, which are governed by the provisions of Section 4.3(b) and (iv) Shares owned by Xxxx and certain of its Affiliates that are transferred to Parent immediately prior to the Effective Time) shall be converted into the right to receive $27.25 21.75 per Share in cash, without interest cash (the “Per Share Merger Consideration”), without interest. At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration for each such Share, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each Subject to Sections 4.1(d), each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary subsidiary of Parent and or Shares that are owned by the Company or any direct or indirect wholly-owned Subsidiary subsidiary of the CompanyCompany and, and in each case case, not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, “Excluded Shares”)) shall automatically be converted into the right to receive into, and become exchangeable for $27.25 per Share 14.50 in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of Shares converted into the Shares right to receive the Merger Consideration pursuant to this Section 4.1(a) shall cease to be outstanding, outstanding and shall be automatically cancelled and retired and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the such Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only cease to have any rights with respect to such Shares, except the right to receive upon surrender of such Certificate in accordance with Section 4.2(b) hereof, the Per Share Merger ConsiderationConsideration issued in consideration therefore in accordance with this ARTICLE IV. The Company shall cause all Rights, without interestas defined in the Rights Agreement dated as of November 17, 1998 between the Company and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent U.S. Stock Transfer Corporation, as rights agent (the right “Company Rights Agreement”), (the “Company Rights”), to receive expire and the payment Company Rights Agreement to which reference is made in Section 4.2(f)terminate effective immediately prior to the Closing and Effective Time hereunder.

Merger Consideration. Each Subject to the allocation and election procedures in Section 4.2 and subject to Section 4.5, each share of the common stock, par value $0.01 per share, of the Company (the "Common Stock"), including the associated right to purchase Series A Junior Participating Preferred Stock (each a “"Right" and together with the Common Stock, a "Share” or" and, collectively, the “"Shares”") issued pursuant to the Rights Agreement, dated as of December 20, 1989, as amended by an amendment dated as of July 23, 1997, by and between the Company and First Chicago Trust Company of New York, as Rights Agent, (the "Rights Agreement"), issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub Parent or any other direct or indirect wholly-owned Subsidiary of Parent and Shares that are owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, Company and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “"Excluded Share” " and collectively, “"Excluded Shares”")) shall be converted into the right to receive either (i) $27.25 per Share 24.00 in cashcash (the "Cash Consideration") or (ii) .715 shares of common stock, without interest par value, of Parent (the “Per Share "Parent Common Stock") (the "Stock Consideration" and, together with the Cash Consideration, the "Merger Consideration”"). All references in this agreement to Parent Common Stock to be issued pursuant to the Merger shall be deemed to include the corresponding rights ("Parent Rights") to purchase Series A Junior Participating Preferred Stock of Parent pursuant to the Parent Rights Agreement (as defined in Section 5.1(b)(ii)), except where the context otherwise requires. At the Effective Time, all of the Shares shall cease to no longer be outstanding, outstanding and shall be cancelled canceled and retired and shall cease to exist, and each certificate (a “"Certificate”") formerly representing any of the such Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration and the right, without interestif any, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment pursuant to which reference is made in Section 4.2(f) cash in lieu of fractional shares into which such Shares have been converted pursuant to this Section 4.1(a) and any dividends or other distributions pursuant to Section 4.2(d).

Merger Consideration. (i) Each share of the common stock, par value $0.01 0.001 per share, of the Company (each a “Company Share” or”, collectivelyand together, the “Company Shares”) issued and outstanding immediately prior to at the Effective Time (other than (i) Company Shares that are owned by Parent, Merger Sub Parent or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, Company and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Company Shares”)) shall be converted into the right to receive $27.25 per Share in cash, without interest and shall become exchangeable for 0.23 (the “Per Share Exchange Ratio”) shares (the “Merger Consideration”) of common stock, par value $0.01 per share, of Parent (the “Parent Common Stock”). (ii) At the Effective Time, all of the Company Shares shall cease to no longer be outstanding, shall be cancelled and retired and shall cease to exist, and (A) each certificate (a “Certificate”) formerly representing any of the such Company Shares (other than Excluded Company Shares) and (B) each non-certificated uncertificated Company Share represented by book-entry (a “Book Book-Entry Company Share”) registered to a holder on the stock transfer books of the Company (other than Excluded Company Shares) ), shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration and the right, without interestif any, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment pursuant to Section 4.2(e) cash in lieu of fractional shares into which reference is made in such Company Shares have been converted pursuant to this Section 4.2(f4.1(a) and any distribution or dividend pursuant to Section 4.2(c).

Merger Consideration. Each common share of the common stock, par value $0.01 per share, of representing limited liability company interests in the Company (each, a “Share” or, collectivelyand the holders of Shares, the “SharesShareholders”) ), having the rights and obligations specified in the Amended and Restated Limited Liability Company Agreement of the Company, effective as of January 1, 2015 (the “Company LLC Agreement”), issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) Shareholders who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of DGCL and the DGCL Company LLC Agreement (each Share the Shares referred to in this clause (ii), “Dissenting Shares”, the holders of such Shares, “Dissenting Shareholders,” and the Dissenting Shares together with the Shares referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively), “Excluded Shares”)) shall be converted into the right to receive $27.25 7.50 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of each Share converted into the Shares right to receive the Per Share Merger Consideration pursuant to this Section 4.1(a) shall cease to be outstanding, shall be cancelled and shall cease to existexist as of the Effective Time, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) (each, a “Share Certificate”) and each book entry account formerly representing any non-certificated Share represented by book-entry Shares (other than Excluded Shares) (each, a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration in respect of each Share represented thereby, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each outstanding share of the common stock, par value $0.01 0.001 per share, of the Company (each a “Share” orand, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares and shares of preferred stock, par value $0.001 per share, of the Company (if any), in each case, owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and and, collectively, “Excluded Shares”)) shall be converted into the right to receive both (i) an amount in cash equal to $27.25 per Share in cash10.75, without interest (the “Closing Amount”), and (ii) one contingent value right (a “CVR”), which shall represent the right to receive the Payment Amounts (as such term is used in the Contingent Value Rights Agreement in the form attached hereto as Annex B (the “CVR Agreement”) to be entered into between Parent and a rights agent selected by Parent with the Company’s prior approval (such approval not to be unreasonably withheld or delayed) (the “Rights Agent”)), if any, at the times provided for in the CVR Agreement, without interest (the Closing Amount and one CVR together are collectively referred to herein as the “Per Share Merger Consideration”). Each CVR issued as Per Share Merger Consideration hereunder will be substantially in the form attached as Annex A to the CVR Agreement (the “CVR Certificate”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) of the Company who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share the Shares referred to in this clause (ii), “Dissenting Shares”, the holders of such Shares, “Dissenting Stockholders,” and the Dissenting Shares together with the Shares referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively), “Excluded Shares”)) shall be converted into the right to receive $27.25 35.00 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of each Share converted into the Shares right to receive the Per Share Merger Consideration pursuant to this Section 4.1(a) shall cease to be outstanding, shall be cancelled and shall cease to existexist as of the Effective Time, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) (each, a “Share Certificate”) and each book entry account formerly representing any non-certificated Share represented by book-entry Shares (other than Excluded Shares) (each, a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration in respect of each Share represented thereby, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and parties, (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) shareholders of the Company who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 complied with the applicable provisions of Chapter 10, Subchapter H of the DGCL TBOC prior to the Effective Time (each Share the Shares referred to in clause (ii), “Dissenting Shares,” and the Shares referred to in clauses (i) or clause and (ii) being an “Excluded Share” and collectively), “Excluded Shares”) and (iii) the Company Restricted Share Awards (which shall be converted pursuant to Section 4.3(b))) shall be converted into the right to receive $27.25 42.00 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares converted into the right to receive the Merger Consideration pursuant to this Section 4.1(a) shall cease to be outstanding, shall be cancelled and shall cease to existexist as of the Effective Time, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) (each, a “Share Certificate”) and each book-entry account formerly representing any non-certificated Share represented by book-entry (a “Book Entry Share”) Shares (other than Excluded Shares) (each, a “Book-Entry Share”) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the Partners Entities, the Company or any Stockholder: (a) Each share of the common stock, par value $0.01 per share, of the (i) Company Common Stock and (a “Share” or, collectively, the “Shares”ii) Company Class B Stock issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned shares of Company Common Stock and Company Class B Stock held by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf the Partners Entities or any of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectivelytheir respective Subsidiaries, “Excluded Shares”if any) shall be converted into the right to receive $27.25 per Share in cash, without interest 1.56 (the “Per Share Exchange Ratio”) Partners Common Units (the “Merger Consideration”), which Partners Common Units shall be duly authorized and validly issued in accordance with applicable Laws and the Partners Partnership Agreement, fully paid (to the extent required under the Partners Partnership Agreement) and non-assessable (except to the extent such non-assessability may be affected by the MILPA) (such Partners Common Units described in this clause (a) shall be referred to herein as the “New Partners Common Units”). (b) All the shares of Company Common Stock and Company Class B Stock, when converted in the Merger, shall cease to be outstanding and shall automatically be cancelled and cease to exist. At the Effective Time, all each holder of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each a certificate representing a share of Company Common Stock or Company Class B Stock (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each holder of non-certificated Share shares of Company Common Stock or Company Class B Stock represented by book-entry (a “Book Book-Entry ShareShares”) shall cease to have any rights with respect thereto, except (other than Excluded SharesA) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interestdividends in accordance with Section 3.2, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent (B) the right to receive (i) the payment Merger Consideration, (ii) any cash to which reference is made be paid in lieu of any fractional New Partners Common Unit in accordance with Section 4.2(f3.3(e) and (iii) any distributions in accordance with Section 3.3(c), and in each case to be issued or paid in consideration therefor in accordance with Section 3.3.

Merger Consideration. Each share of the Company's common stock, par value $0.01 per shareshare (each, of the Company (a “"Share” or"), collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and including Shares held in treasury by the Company, in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares ("Dissenting Shares") that are owned by stockholders (“"Dissenting Stockholders”") who are entitled to, and who have timely perfected and not withdrawn a demand for (or lost their right to), appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) of this Section 4.1(a) being an “"Excluded Share” and " and, collectively, “"Excluded Shares”") shall be converted into the right to receive an amount in cash equal to $27.25 145.00 per Share in cash, without interest (the “"Per Share Merger Consideration”"), without interest. At the Effective Time, all of the Shares (other than Excluded Shares) shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “"Certificate”") formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book "Book-Entry Share”") (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book and each Book-Entry Shares Share owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stockCommon Stock, par value -------------------- $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”"Company Common Stock") issued and -------------------- outstanding immediately prior to the Effective Time (a "Share" and, ----- collectively, the "Shares") (other than (i) Shares owned by Parent, Merger Sub or ------ any other direct or indirect wholly-owned Subsidiary of Parent and (collectively, the "Parent ------ Companies") or Shares that are owned by the Company or any direct or indirect --------- wholly-owned Subsidiary of the Company, Company and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “"Excluded Shares”")), together with any Company --------------- Rights (as defined in Section 5.2(a)) attached thereto or associated therewith, shall be converted into the right to receive $27.25 per Share in cash, without interest and become exchangeable for (the “Per Share "Merger Consideration”" -------------------- 0.7669 share (as such number of shares may be adjusted in accordance with the terms of this Agreement, the "Exchange Ratio") of Common Stock, no par value per -------------- share, of Parent ("Parent Common Stock"). ------------------- At the Effective Time, all of the Shares and all Company Rights shall cease to no longer be outstanding, outstanding and shall be cancelled and retired and shall cease to exist, and each certificate (a “"Share Certificate”") formerly representing any of the ----------------- such Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) or Company Rights (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration and the right, without interestif any, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment pursuant to Section 4.2 (e) cash in lieu of fractional shares of Parent Common Stock into which reference is made such Shares otherwise would have been converted pursuant to this Section 4.1(a) and any distribution or dividend pursuant to Section 4.2(c). All Company Options (as defined in Section 4.2(f5.2(a)) shall be converted into options to purchase Parent Common Stock in accordance with Section 7.11(a) herein.

Merger Consideration. Each At the Effective Time, each share of the common stock, par value $0.01 0.001 per share, of the Company (a “"Share” " or, collectively, the “"Shares”") issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary subsidiary of Parent and Parent, (ii) Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary subsidiary of the Company, and in each case not held on behalf of third parties parties, (but not including iii) Shares held by the subject to Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) Awards, and (iiiv) Shares that are owned by stockholders (“"Dissenting Stockholders”") who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “"Excluded Share” " and collectively, “"Excluded Shares”) "), shall be converted into the right to receive $27.25 22.00 per Share in cash, without interest (the “"Per Share Merger Consideration”"). At the Effective Time, all of the Shares (other than Excluded Shares referred to in clause (i) above) shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “"Certificate”") formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter represent only represent the right to receive the payment to which reference is made in Section 4.2(f). For the avoidance of doubt, Shares held by any mutual fund advised or managed by any of Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent will not be included in clause (i) of this Section 4.1(a), and will not be included in the Excluded Shares.

Merger Consideration. (a) Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Merger Subsidiary or any holder of shares of capital stock of the Company: (i) Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenters' Shares, Treasury Shares and shares held directly or indirectly by Parent, except shares held by Parent or any of its Subsidiaries in a fiduciary capacity or in satisfaction of a debt previously contracted) will be converted into the right to receive, at the election of each holder thereof, but subject to the election and allocation procedures of Sections 3.01(b) and (c), the other provisions of this Section 3.01 and possible adjustment as set forth in Section 3.05, either: (A) 0.4954 (the "Exchange Ratio") of a Parent Share (the "Per Share Stock Consideration"), or (B) $73.50 in cash (the "Per Share Cash Consideration" and, together with the "Per Share Stock Consideration," the "Consideration"). (ii) Each share of Company Common Stock that, immediately prior to the Effective Time, is a Treasury Share or is owned directly or indirectly by Parent, except shares held by Parent or any of its Subsidiaries in a fiduciary capacity or in satisfaction of a debt previously contracted, will be canceled and retired and will cease to exist, and no exchange or payment will be made therefor. (iii) At the Effective Time, each share of Common Stock, par value $0.01 per share ("Subsidiary Common Stock"), of the Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall remain outstanding and each certificate therefor shall continue to evidence one share of Subsidiary Common Stock of the Surviving Corporation. (iv) Notwithstanding clause (i)(A) of this Section 3.01(a), Parent may at its option, but shall not be obliged to, increase the fraction of a Parent Share into which each share of Company Common Stock may be converted pursuant to Section 3.01(a)(i)(A) to the extent that, in the reasonable judgment of Parent, such increase is necessary to enable the Merger to qualify as a "reorganization" within the meaning of Section 368(a) of the Code. (b) Subject to the allocation procedures set forth in Section 3.01(c), each record holder of Company Common Stock will be entitled (i) to elect to receive Parent Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary for all of the Company, and in each case not held on behalf shares of third parties Company Common Stock (but not including Shares "Stock Election Shares") held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and such record holder, (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand to elect to receive cash for appraisal rights pursuant to Section 262 all of the DGCL shares of Company Common Stock (each Share referred "Cash Election Shares") held by such record holder or (iii) to indicate that such holder makes no such election for all of the shares of Company Common Stock ("No-Election Shares") held by such record holder, provided, that notwithstanding anything in clause (i) or clause (ii) being an “Excluded Share” and collectivelythis Agreement to the contrary, “Excluded Shares”) shall the number of shares of Company Common Stock to be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Stock Consideration in the Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent (the right to receive "Stock Number") will equal as nearly as practicable fifty percent (50%) of the payment to which reference is made in Section 4.2(f).total number of shares of Company Common Stock outstanding

Merger Consideration. Each At the Effective Time, as a result of the Merger and without any action on the part of any holder of capital stock of AbbVie, (a) each share of the common stock, par value $0.01 per share, of the Company AbbVie (each a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the CompanyTreasury Shares), and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement all rights in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectivelythereof, “Excluded Shares”) shall be converted into into, and become exchangeable for, one ordinary share of AbbVie Limited (such shares, “AbbVie Limited Common Shares,” and such consideration per Share, collectively with the right to receive $27.25 per Share cash in cashlieu of fractional shares pursuant to Section 4.10, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares (b) each Share (other than Treasury Shares) shall cease to be outstanding, shall be cancelled and shall cease to exist, (c) each Treasury Share shall be cancelled or redeemed without payment of any consideration therefor and (d) each certificate (each, a “Certificate”) formerly representing any of the Shares (other than Excluded Treasury Shares) and each non-certificated uncertificated Share represented by book-entry (a each, an “Book Entry Uncertificated Share”) registered to a holder on the stock transfer books of AbbVie (other than Excluded Treasury Shares) shall shall, in each case, thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration and the right, without interestif any, to receive any distribution or dividend payable pursuant to Section 4.5. The entire membership interest in Merger Sub issued and outstanding immediately prior to the Effective Time (1) shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders (2) shall thereafter only represent the right be cancelled and shall cease to receive the payment to which reference is made in Section 4.2(f)exist.

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by ParentParent (including the Rollover Shares to be acquired by Parent or one of its Affiliates immediately prior to the Effective Time pursuant to the Rollover Agreements), Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for for, or lost their right to, appraisal rights pursuant to Section 262 of the DGCL with respect to such Shares (each Share the “Dissenting Shares” and, together with the Shares referred to in the immediately preceding clause (i) or clause (ii) being an “Excluded Share” and collectively), the “Excluded Shares”) )), shall be converted into the right to receive $27.25 10.00 per Share in cash, without interest cash (the “Per Share Merger Consideration”), without interest. At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled canceled and shall cease to exist, and each certificate (a “Certificate”) formerly representing that immediately prior to the Effective Time represented any of the Shares (other than Excluded Shares) and each non-certificated Share represented by all of the Shares held in uncertificated book-entry form (a the “Book Book-Entry ShareShares”) (in each case, other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration for each such Share, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. (a) Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Merger Subsidiary or any holder of shares of capital stock of the Company: (i) Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenters' Shares, Treasury Shares and shares held directly or indirectly by Parent, except shares held by Parent or any of its Subsidiaries in a fiduciary capacity or in satisfaction of a debt previously contracted) will be converted into the right to receive, at the election of each holder thereof, but subject to the election and allocation procedures of Sections 3.01(b) and (c), the other provisions of this Section 3.01 and possible adjustment as set forth in Section 3.05, either: (A) 0.4954 (the "Exchange Ratio") of a Parent Share (the "Per Share Stock Consideration"), or (B) $73.50 in cash (the "Per Share Cash Consideration" and, together with the "Per Share Stock Consideration," the "Consideration"). (ii) Each share of Company Common Stock that, immediately prior to the Effective Time, is a Treasury Share or is owned directly or indirectly by Parent, except shares held by Parent or any of its Subsidiaries in a fiduciary capacity or in satisfaction of a debt previously contracted, will be canceled and retired and will cease to exist, and no exchange or payment will be made therefor. (iii) At the Effective Time, each share of Common Stock, par value $0.01 per share ("Subsidiary Common Stock"), of the Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall remain outstanding and each certificate therefor shall continue to evidence one share of Subsidiary Common Stock of the Surviving Corporation. (iv) Notwithstanding clause (i)(A) of this Section 3.01(a), Parent may at its option, but shall not be obliged to, increase the fraction of a Parent Share into which each share of Company Common Stock may be converted pursuant to Section 3.01(a)(i)(A) to the extent that, in the reasonable judgment of Parent, such increase is necessary to enable the Merger to qualify as a "reorganization" within the meaning of Section 368(a) of the Code. (b) Subject to the allocation procedures set forth in Section 3.01(c), each record holder of Company Common Stock will be entitled (i) to elect to receive Parent Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary for all of the Company, and in each case not held on behalf shares of third parties Company Common Stock (but not including Shares "Stock Election Shares") held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and such record holder, (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand to elect to receive cash for appraisal rights pursuant to Section 262 all of the DGCL shares of Company Common Stock (each Share referred "Cash Election Shares") held by such record holder or (iii) to indicate that such holder makes no such election for all of the shares of Company Common Stock ("No-Election Shares") held by such record holder, provided, that notwithstanding anything in clause (i) or clause (ii) being an “Excluded Share” and collectivelythis Agreement to the contrary, “Excluded Shares”) shall the number of shares of Company Common Stock to be converted into the right to receive $27.25 per the Per Share Stock Consideration in cash, without interest the Merger (the “Per Share Merger Consideration”). At "Stock Number") will equal as nearly as practicable fifty percent (50%) of the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time. All such elections (each, all an "Election") shall be made on a form designed for that purpose by Parent and reasonably acceptable to the Company (an "Election Form"). Any shares of Company Common Stock for which the record holder has not, as of the Shares shall cease Election Deadline, properly submitted to be outstanding, shall be cancelled and shall cease to exist, and each certificate the Exchange Agent a properly completed Election Form (a “Certificate”) formerly representing excluding any of the Shares (other than Excluded Dissenters' Shares) will be deemed No-Election Shares. All Dissenters' Shares will be deemed Cash Election Shares. A record holder acting in different capacities or acting on behalf of other persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each person for which it so acts. The exchange agent (the "Exchange Agent") will be a bank or trust company in the United States selected by Parent and each non-certificated Share represented by book-entry reasonably acceptable to the Company. (a “Book Entry Share”c) (other than Excluded Shares) shall thereafter represent only The allocation among the right holders of Company Common Stock of rights to receive the Per Share Stock Consideration or the Per Share Cash Consideration in the Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is will be made in Section 4.2(f).as follows:

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for or lost appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, “Excluded Shares”)) shall be converted into the right to receive (subject to applicable withholding tax pursuant to Section 4.2(g)) $27.25 48.50 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter represent only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each Subject to the allocation and election procedures in Section 4.2 and Section 4.3, each share of the common stock, par value $0.01 per share, of the Company (each, a “Company Share” or”, collectivelyand together, the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Company Shares that are owned by Parent, Merger Sub Parent or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of Parent or the Company, Company and in each case not held on behalf of third parties (but not including andDissenting Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Company Share” ”, and collectively, “Excluded Company Shares”)) shall be converted into the right to receive $27.25 per and shall become exchangeable for, at the election of the holder thereof: (i) for each Company Share with respect to which an election to receive cash has been effectively made and not revoked or lost pursuant to Section 4.3 (a “Cash Election”), the right to receive in cashcash from Parent, without interest interest, an amount equal to $35.50 (the “Per Share Merger Cash Consideration”) (collectively, “Cash Election Shares”); (ii) for each Company Share with respect to which an election to receive common stock, par value $1.25 per share, of Parent (“Parent Common Stock”) has been effectively made and not revoked or lost pursuant to Section 4.3 (a “Stock Election”), the right to receive from Parent a portion of a shareof Parent Common Stock equal to 0.861 (the “Exchange Ratio”) share of Parent Common Stock (the “Stock Consideration”) (collectively, the “Stock Election Shares”); and (iii) for each Company Share other than shares as to which a Cash Election or a Stock Election has been effectively made and not revoked or lost pursuant to Section 4.3 (“Non-Election Shares”), the right to receive from Parent such Stock Consideration and/or Cash Consideration as is determined in accordance with Section 4.2(b). At the Effective Time, all of the Company Shares shall cease to no longer be outstanding, shall be cancelled and retired and shall cease to exist, and (i) each certificate (a “Certificate”) formerly representing any of the such Company Shares (other than Excluded Company Shares) and (ii) each non-certificated uncertificated Company Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).an

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of Buyer, Company or any shareholder of Company: (a) Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Buyer Common Stock that is issued and outstanding immediately prior to the Effective Time other than shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (b) Each share of Company Common Stock (i) Shares owned by Parent, Merger Sub held as treasury stock or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) owned directly by Buyer (other than, in the case of clause (ii), shares in trust accounts, managed accounts and the like for the benefit of customers or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired immediately prior to the Effective Time without any conversion, and no payment shall be made with respect to them. (c) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenters’ Shares that are owned by stockholders and shares described in Section 2.01(b) above) shall become and be converted into, as provided in and subject to the limitations set forth in this Agreement, the right to receive at the election of the holder of such share of Company Common Stock either: (i) $275.00 in cash (the “Dissenting StockholdersCash Consideration”); or 3.55 shares (the “Exchange Ratio”) who have perfected of Buyer Common Stock (the “Stock Consideration”). The Cash Consideration, the Stock Consideration, and not withdrawn a demand for appraisal rights any cash in lieu of fractional shares paid pursuant to Section 262 2.03 are sometimes referred to collectively as the “Merger Consideration”. (d) Notwithstanding anything in this Agreement to the contrary, Buyer shall not pay for any shares of Company Common Stock, the holders of which have exercised their rights under Part 13 of Chapter 156D of the DGCL MBCA (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Dissenters’ Shares”) and any holders of Dissenters’ Shares shall not be entitled to receive any Merger Consideration; provided, that if appraisal rights under Part 13 of Chapter 156D of the MBCA with respect to any Dissenters’ Shares shall have been effectively withdrawn or lost they will cease to be treated as Dissenters’ Shares and shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease Consideration pursuant to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f2.01(c).

Merger Consideration. Each share of the common stockordinary share, with no par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”), including Shares represented by American Depositary Shares, each representing four (4) Shares (the “ADSs”) issued and outstanding immediately prior to the Effective Time Time, other than (i) the Excluded Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into cancelled in exchange for the right to receive $27.25 US$0.5125 in cash per Share in cash, without interest (the “Per Share Merger Consideration”). As each ADS represents four (4) Shares, each ADS issued and outstanding immediately prior to the Effective Time (other than ADSs that represent Excluded Shares) shall represent the right to receive US$2.05 in cash per ADS without interest (the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”), pursuant to the terms and conditions set forth in the deposit agreement filed with the SEC on June 28, 2010 (the “Deposit Agreement”), by and between the Company and Citibank, N.A.(the “Depositary”). At the Effective Time, all of the Shares, including Shares represented by ADSs, shall cease to be outstanding, shall be cancelled and shall cease to exist, exist and each the register of members of the Surviving Corporation will be amended accordingly. Shares formerly represented by a certificate (a “Share Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share Shares represented by book-entry (a “Book Book-Entry ShareShares”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, Consideration without interest, and each Certificate formerly representing any Dissenting Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter represent only represent the right to receive the payment to which reference is made applicable payments set forth in Section 4.2(f3.2(f). “Excluded Shares” means, collectively, (i) Shares beneficially owned (as determined pursuant to Rule 13d-3 under the Exchange Act) by Xx. Xxxxx Yiming Ma, Xx. Xxxxx Xxxx, and Xx. Xxxxx Xxxx or any Person controlled by any of them prior to the Effective Time (“Founder Shares”), (ii) Shares beneficially owned by certain holders of Shares (the “Rollover Shareholders”) as set forth on Appendix 2 hereto (the “Rollover Shares”) and (iii) Shares (“Dissenting Shares”) owned by holders of Shares who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 179 of the BVI Companies Act (“Dissenting Shareholders”). In the event that the Company changes the number of Shares, the ratio of Shares represented by each ADS or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, share split (including a reverse share split), share dividend or distribution, recapitalization, merger, issuer self-tender or exchange offer, or other similar transaction, the Per Share Merger Consideration and the Per ADS Merger Consideration shall be equitably adjusted to reflect such change and as so adjusted shall, from and after the date of such change, be the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable.

Merger Consideration. Each (a) Except as provided in Section 2.4, at the Effective Time, (i) each then-outstanding share of the common stock, par value $0.01 .01 per share, of NewCo (the Company (a “Share” or, collectively, the “Shares”"NewCo Common Stock") that is issued and outstanding immediately prior to the Effective Time other than shall be converted into one share of common stock, par value $.01 per share, of the Surviving Corporation (ithe "Surviving Corporation Common Stock") Shares owned by Parentand upon surrender of any certificate formerly representing shares of NewCo Common Stock, Merger Sub or any other direct or indirect wholly-owned Subsidiary the Surviving Corporation shall promptly issue to the owner thereof a certificate representing the shares of Parent Surviving Corporation Common Stock into which such shares of NewCo Common Stock have been converted; (ii) each issued and Shares owned by outstanding share of common stock, par value $.01 per share, of the Company or any direct or indirect wholly-owned Subsidiary (the "Company Common Stock"), including shares of the Company Common Stock held pursuant to the Company's employee stock ownership plan (the "ESOP") without further action, will cease to be an issued and outstanding share of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall will be automatically converted into and shall become the right to receive Eighteen and 35/100 Dollars ($27.25 per Share 18.35) in cash, without interest regard to withholding Taxes (as defined in Section 4.15.2) and without interest, for each share (the “"Per Share Price") of the Company Common Stock (the "Merger Consideration”") and (iii) all outstanding options (including, but not limited to, those issued under the Company's 1996 Stock Option and Incentive Plan). , restricted shares issued under the Company's 1996 Recognition and Retention Plan (the "RRP"), and rights under recognition and retention agreements and similar agreements, together with any related limited rights on shares of the Company Common Stock (singularly, a "Company Stock Option" and collectively, the "Company Stock Options"), shall be canceled on and as of the Effective Time pursuant to Section 2.3 hereof. (b) At the Effective Time, all each share of Company Common Stock held by the Company (as treasury stock or otherwise) or held by MidCity, NewCo or any wholly-owned direct or indirect subsidiary of MidCity, NewCo or the Company immediately prior to the Effective Time shall, by virtue of the Shares shall cease to Merger and without any further action on the part of MidCity, NewCo, the Company or the holder thereof, be outstandingcanceled, shall be cancelled retired and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) no consideration shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).be delivered

Merger Consideration. Each share of the common stock, par value $0.01 0.001 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and parties, (ii) Shares that are as otherwise agreed to in writing before the Effective Time between Parent or its Affiliates and the holder of such Shares, (iii) Shares owned by stockholders (“Dissenting Stockholders”) who have perfected not voted in favor of adoption of this Agreement or consented thereto in writing and who have properly demanded and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share “Dissenting Stockholders”) with respect to such Shares (the “Dissenting Shares”, and together with the Shares referred to in clause the immediately preceding clauses (i) or clause and (ii) being an “Excluded Share” and collectively), the “Excluded Shares”) and (iv) Shares that are subject to Company RSUs, Company DSUs, or Company PSUs, which are governed by the provisions of Section 4.3(b) and (c)) shall be converted into the right to receive $27.25 42.00 per Share in cash, without interest cash (the “Per Share Merger Consideration”), without interest. At the Effective Time, all of the Shares (other than Excluded Shares) shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”, it being understood that any references herein to a “Certificate” or “Certificates” shall be deemed to include references, as applicable, to book-entry account statements relating to the ownership of Shares where appropriate) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration for each such Share, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share (a “Share” or, collectively, the “Shares”) of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “SharesCommon Stock”) issued and outstanding immediately prior to the Effective Time Time, other than (i) Shares to be cancelled pursuant to Section 2.6(d), (ii) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by as of immediately prior to the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) Effective Time and (iiiii) Shares (the “Dissenting Shares”) that are are, as of immediately prior to the Effective Time, owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for for, or lost their right to, appraisal rights pursuant to Section 262 of the DGCL with respect to such Shares (each Share referred to in clause (i), clause (ii) or clause (iiiii) above being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share 20.00 in cash, without interest cash (the “Per Share Merger Consideration”), without interest. At Except as provided in Section 2.6(d), at the Effective Time, all of the Shares shall cease to be outstanding, shall automatically be cancelled and retired and shall cease to exist, and each certificate (a “Certificate”) formerly representing ” it being understood that any of the Shares (other than Excluded Shares) and each non-certificated Share represented by reference herein to “Certificate” shall be deemed to include reference to book-entry (a “Book Entry Share”account statements relating to the ownership of Shares) which immediately prior to the Effective Time represented any Shares (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration multiplied by the number of such Shares, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary subsidiary of Parent and not, in each case, held on behalf of third parties and (ii) Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary subsidiary of the CompanyCompany and not, and in each case not case, held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, “Excluded Shares”)) shall be converted into the right to receive the following consideration upon the surrender of a certificate formerly representing Shares (a “Certificate”) or non-certificated Shares held in book-entry position formerly representing Shares (the “Book-Entry Shares”): (x) $27.25 per Share 6.00 in cash, without interest (the “Per Share Merger Cash Consideration”) and (y) a fraction of a share of common stock, par value $0.001 per share, of Parent (the “Parent Common Stock”) equal to the Exchange Ratio (the “Per Share Stock Consideration”). For purposes of this Agreement, “Per Share Merger Consideration” with respect to a given Share shall mean the Per Share Cash Consideration and the Per Share Stock Consideration. At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) Certificate or Book-Entry Share, as the case may be, formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent and Shares owned by the Company (including Shares held as treasury stock) or any direct or indirect wholly-wholly owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for for, or lost their right to, appraisal rights pursuant to Section 262 of the DGCL with respect to such Shares (each Share the “Dissenting Shares,” and together with the Shares referred to in the immediately preceding clause (i) or clause (ii) being an “Excluded Share” and collectively), the “Excluded Shares”)) shall be converted into the right to receive $27.25 per Share receive, upon compliance with the exchange procedures set forth in cashSection 4.2 herein, without interest an amount in cash equal to the Offer Price (the “Per Share Merger Consideration”), net of any required withholding of Taxes and without interest. At the Effective Time, : (i) all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration for each such Share, without interest and (ii) each outstanding share of Company Restricted Stock shall only entitle the holder thereof to receive, as soon as reasonably practicable (but in any event no later than three (3) business days) after the Effective Time, an amount in cash, for each share of Company Restricted Stock, equal to the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right less applicable Taxes required to receive the payment be withheld with respect to which reference is made in Section 4.2(f)such payment.

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Class A Share issued and outstanding immediately prior to the Effective Time (other than (iA) Class A Shares owned by ParentSponsor, Merger Sub or any other direct or indirect wholly-owned Subsidiary subsidiary of Parent and Sponsor (the “Existing Sponsor Shares”), Class A Shares owned by the Company, Company or any direct or indirect wholly-owned Subsidiary of the CompanyRestricted Shares (which are governed by Section 4.4(a)) and Hook Shares (as defined below), and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (iiB) Class A Shares that are owned by stockholders (“Dissenting Stockholders” and such Class A Shares, “Appraisal Shares”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, “Excluded Shares”)) (each, an “Election Eligible Share” and collectively, “Election Eligible Shares”) shall at the election of the holder thereof made in accordance with the procedures set forth in Section 4.2(b) and subject to proration as set forth in Sections 4.3(c) and 4.3(d) either: (1) be converted into the right to receive $27.25 9.52 per Share Class A Share, in cash, without interest (the “Per Share Cash Consideration”) or (2) remain outstanding as one share of class A common stock, par value $0.01 per share, of the Surviving Corporation (each, a “Continuing Class A Share”) (the “Per Share Stock Consideration” and, together with the Per Share Cash Consideration, the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each Subject to the terms and conditions of this Agreement, including Section 2.2(h): (i) each ordinary share of the common stock, Company with a par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) US$0.0001 each issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an a “Excluded Share” and collectively, the “Shares”), including Shares represented by American Depositary Shares, each representing two (2) Shares (the “ADSs”), other than Excluded Shares”) , shall be converted into cancelled and cease to exist in exchange for the right to receive $27.25 two U.S. dollars and seventy-five U.S. cents (US$2.75) in cash per Share in cash, without interest (the “Per Share Merger Consideration”) payable in accordance with the procedures set forth in Section 2.2; (ii) in exchange for the cancellation of the Shares represented by ADSs (other than ADSs representing Excluded Shares) pursuant to Section 2.1(b)(i), the Depositary, as the registered holder of such Shares, shall be entitled to receive from the Paying Agent the Per Share Merger Consideration for such Shares. At As each ADS represents two (2) Shares, each ADS issued and outstanding immediately prior to the Effective Time, other than ADSs representing Excluded Shares, shall represent the right to receive five U.S. dollars and fifty U.S. cents (US$5.50) in cash per ADS without interest (the “Per ADS Merger Consideration”), which shall be distributed by the Depositary to the holders of such ADSs pursuant to the terms and conditions set forth in the Deposit Agreement. For the avoidance of doubt, each holder of the Shares or ADSs shall only be entitled to receive the Per Share Merger Consideration or the Per ADS Merger Consideration, as the case may be, under one of Section 2.1(b)(i) or 2.1(b)(ii) and shall not under any circumstances be entitled to receive consideration for the same Shares under both Sections 2.1(b)(i) and 2.1(b)(ii); (iii) at the Effective Time, all of the Shares, including Shares represented by ADSs, shall cease to be outstanding, shall be cancelled and shall cease to exist, exist and each certificate (a “Certificate”) formerly representing any the register of members of the Shares Company will be amended accordingly. Each Share (other than Excluded Shares) and each non-certificated Share ), including Shares represented by book-entry (a “Book Entry Share”) ADSs (other than ADSs that represent Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, Consideration without interest or the Per ADS Merger Consideration without interest, and each Certificate formerly representing any Dissenting Shares or Book Entry Shares owned by Dissenting Stockholders (as defined below) shall thereafter represent only represent the right to receive the payment to which reference is made applicable payments set forth in Section 4.2(f2.2(e); and (iv) at the Effective Time, all of the Excluded Shares (other than Dissenting Shares), including Excluded Shares represented by ADSs (other than ADSs that represent Dissenting Shares), shall cease to be outstanding, shall be cancelled and shall cease to exist without payment of any consideration or distribution whatsoever for such Excluded Shares or ADSs that represent such Excluded Shares, as the case may be. For the purposes of this Agreement, “Excluded Shares” means collectively, (A) any Shares beneficially owned by the Company or the Company Subsidiaries, (B) any Shares (including Shares held by the Depositary in respect of ADSs) reserved (but not yet allocated) by the Company for issuance by the Company upon exercise by the holders of any Company Stock Option or the exercise by the holders of any Company RSU to receive Shares or ADSs, or the conversion by the holders of any Company RSUs to Shares or ADSs, and (C) Shares (“Dissenting Shares”) owned by holders (“Dissenting Shareholders”) who have validly exercised and not effectively withdrawn or lost their right to dissent from the Merger pursuant to Section 238 of the Companies Law. (v) Each of the Dissenting Shares shall be cancelled in accordance with Section 2.2(e) and thereafter represents only the right to receive the applicable payments set forth in Section 2.2(e).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Share issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for for, or lost their right to, appraisal rights pursuant to Section 262 of the DGCL with respect to such Shares (each Share referred to in clause (i) or clause (ii) of this Section 4.1(a) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share an amount in cash, without interest cash equal to the Offer Price (the “Per Share Merger Consideration”)) without interest. At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 per share0.01, of the Company (the “Shares” and each a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares held by the Company as treasury stock or owned by Parent, Merger Sub Sub, or any other direct or indirect wholly-owned Company Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting StockholdersShareholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to in accordance with Section 262 of the DGCL (each such Share referred to in clause clauses (i) or clause and (ii) being above, an “Excluded Share” and and, collectively, the “Excluded Shares”)) shall be converted into the right to receive $27.25 135.00 per Share in cash, cash without interest (the “Per Share Merger Consideration”), subject to deduction for any required withholding Tax in accordance with Section 4.2(f). At the Effective Time, all of the Shares (other than Excluded Shares) shall cease to be outstanding, shall be cancelled and shall cease to exist, and (A) each certificate (a “Certificate”) formerly representing any of the Shares (other than the Excluded Shares) and (B) each non-certificated Share represented by book-entry account formerly representing any uncertificated Shares (a “Book Entry ShareUncertificated Shares”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate and Uncertificated Share formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders Shareholders shall thereafter represent only represent the right to receive the payment to of which reference is made in Section 4.2(f)4.3.

Merger Consideration. Each share of the common stockCommon Stock, no par value $0.01 per sharevalue, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders shareholders who have not voted such Shares in favor of the Merger and who have otherwise taken all of the steps required by Subchapter H of Chapter 10 of the TBOC to properly exercise and perfect such shareholders’ dissenters rights (“Dissenting StockholdersShareholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 69.25 per Share in cash, without interest cash (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares (other than Shares to remain outstanding pursuant to Section 4.1(b)) shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders Shareholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 .001 per share, of the Company MDUC (a “MDUC Share” or, collectively, the “MDUC Shares”) issued and outstanding immediately prior to at the Effective Time (other than (i) the MDUC Shares owned by Parent, Merger Sub Multiband or any other direct or indirect wholly-owned Subsidiary of Parent and Shares shares that are owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, MDUC and in each case not held on behalf of third parties or the MDUC Shares (but not including Shares the “Dissenting Shares”) that are held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders shareholders (“Dissenting StockholdersShareholders”) who have perfected and not withdrawn a demand for exercising appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, the “Excluded Shares”)) shall be converted into into, and become exchangeable for that fraction of a share of common stock, with no par value per share, of Multiband (a “Multiband Share” or, collectively, the right to receive $27.25 per Share in cash, without interest “Multiband Shares”) (the “Per Share Merger Consideration”)” along with Section 2.6.9) equal to the Exchange Ratio. At the Effective Time, all of the MDUC Shares shall cease to no longer be outstanding, outstanding and shall be cancelled and retired and shall cease to exist, and each certificate representing any of such MDUC Shares (other than the Excluded Shares) (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration and the right, without interestif any, to receive pursuant to Section 2.6.5 cash in lieu of fractional shares into which such MDUC Shares have been converted pursuant to this Section 2.5.1 and each Certificate formerly representing any dividends or other distributions pursuant to Section 2.6.3 and any Dissenting Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter represent only represent the right to receive the payment to which reference is made payments set forth in Section 4.2(f)2.6.8.

Merger Consideration. Each share of the Company’s common stock, par value $0.01 per shareshare (each, of the Company (a “Share” or”), collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares (“Dissenting Shares”) that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for (or lost their right to) appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) of this Section 4.1(a) being an “Excluded Share” and and, collectively, “Excluded Shares”) shall be converted into the right to receive an amount in cash equal to $27.25 55.85 per Share in cash, without interest (the “Per Share Merger Consideration”), without interest. At the Effective Time, all of the Shares (other than Excluded Shares) shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Book-Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Shares, and each Book-Entry Shares Share, owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the Class A common stock, par value $0.01 0.001 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected timely and properly demanded appraisal, and have not withdrawn a demand for appraisal rights such demand, in each case, pursuant to and in accordance with Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, “Excluded Shares”)) shall be converted into the right to receive $27.25 5.43 per Share in cash, cash and without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall automatically cease to exist, and (i) each certificate (a “Certificate”) formerly representing any of the Shares (a “Certificate”) (other than Excluded Shares) and (ii) each non-certificated Share represented by book-entry (a “Book Book-Entry ShareShares”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Class A Share issued and outstanding immediately prior to the Effective Time (other than (i) Class A Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary subsidiary of Parent and Parent, Class A Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Companyand Hook Shares (as defined below), and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (ii) Class A Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, “Excluded Shares”), but including any Company Restricted Shares that become vested pursuant to Section 4.3(a)) shall be converted into the right to receive $27.25 5.10 per Class A Share in cash, without interest thereon (the “Per the“Per Share Merger Consideration”). At the Effective Time, all of the Class A Shares (other than the Excluded Shares) shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Class A Shares (other than Excluded Shares) and ), each book-entry account formerly representing any non-certificated Share represented by book-entry (a “Book Entry Share”) Class A Shares held in registered form on the books of the Company’s transfer agent immediately prior to the Effective Time (other than Excluded Shares) (each, an “Uncertificated Share”) and each book-entry account formerly representing Class A Shares held through a clearing corporation (other than Excluded Shares) (each, a “Book-Entry Share”), shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stockCommon Stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”"Company Common Stock") issued and outstanding immediately prior to the Effective Time (a "Share" and, collectively, the "Shares") (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and (collectively, the "Parent Companies") or Shares that are owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, Company and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “"Excluded Shares”")), together with any Company Rights (as defined in Section 5.2(a)) attached thereto or associated therewith, shall be converted into the right to receive $27.25 per Share in cash, without interest and become exchangeable for (the “Per Share "Merger Consideration”") 0.7669 share (as such number of shares may be adjusted in accordance with the terms of this Agreement, the "Exchange Ratio") of Common Stock, no par value per share, of Parent ("Parent Common Stock"). At the Effective Time, all of the Shares and all Company Rights shall cease to no longer be outstanding, outstanding and shall be cancelled and retired and shall cease to exist, and each certificate (a “"Share Certificate”") formerly representing any of the such Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) or Company Rights (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration and the right, without interestif any, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment pursuant to Section 4.2(e) cash in lieu of fractional shares of Parent Common Stock into which reference is made such Shares otherwise would have been converted pursuant to this Section 4.1(a) and any distribution or dividend pursuant to Section 4.2(c). All Company Options (as defined in Section 4.2(f5.2(a)) shall be converted into options to purchase Parent Common Stock in accordance with Section 7.11(a) herein.

Merger Consideration. Each share of the common stockCommon Stock, no par value $0.01 per share, of the Company Company, (a “"Share” " or, collectively, the “"Shares”") issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary subsidiary of Parent and (collectively, the "Parent Companies") or Shares that are owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties or Shares (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement"Dissenting Shares") and (ii) Shares that are owned by stockholders (“"Dissenting Stockholders”") who have perfected and not withdrawn a demand for appraisal exercising dissenters' rights pursuant to Section 262 1300 et seq. of the DGCL CCC (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “"Excluded Shares”")) shall be converted into into, and become exchangeable for, 0.185676393 (the "Conversion Number") Parent American Depositary Shares ("Parent ADSs"), each Parent ADS representing the right to receive $27.25 per Share in cashten ordinary shares, without interest nominal value 10 xxxxx each ("Parent Ordinary Shares") (the “Per Share "Merger Consideration”"), subject to adjustment as set forth in Section 4.4. At the Effective Time, all of the Shares shall cease to no longer be outstanding, outstanding and shall be cancelled canceled and retired and shall cease to exist, and each certificate (a “"Certificate”") formerly representing any of the such Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration and the right, without interestif any, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment pursuant to Section 4.2(e) cash in lieu of fractional shares into which reference is made in such Shares have been converted pursuant to this Section 4.2(f4.1(a) and any distribution or dividend pursuant to Section 4.2(c).

Merger Consideration. Each issued and outstanding share of the Company’s common stockstock (excluding for these purposes any Shares granted in the form of restricted Shares, which shall be treated pursuant to Section 3.3(b)), no par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary Affiliate (as used in this Agreement, the term “Affiliate” shall have the meanings provided in Rule 12b-2 under the Exchange Act) of Parent and Shares that is directly or indirectly wholly owned by the Company or any direct or indirect wholly-owned Subsidiary ultimate parent of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) Parent and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 any direct or indirect wholly owned Subsidiary of the DGCL Company (each Share referred to of such Shares described in clause clauses (i) or clause and (ii) being ), an “Excluded Share” and collectively, the “Excluded Shares”) shall be converted into the right to receive an amount in cash equal to $27.25 per Share in cash, without interest 21.00 (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares (other than Excluded Shares) shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each thereafter any Shares represented by a certificate representing such Shares (a “Certificate”) formerly representing any or upon Merger Sub’s request or otherwise if the Company does not then have certificated Shares, the applicable number of the uncertificated Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a the “Book Book-Entry ShareShares”) (in each case, other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration. For purposes of this Agreement, without interestthe term “Subsidiary” means, and each Certificate formerly representing Shares with respect to any Person, any other Person of which at least a majority of the securities or Book Entry Shares ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f)such Person and/or by one or more of its Subsidiaries.

Merger Consideration. Each share of the common stock, par value $0.01 per share0.01, of the Company (the “Shares” and each a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Parent or Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and their respective Subsidiaries (including the Stockholder Rollover Shares), (ii) Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and as treasury stock (each such Share referred to in each case not held on behalf of third parties clauses (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangementi) and (ii) above, an “Excluded Share” and, collectively, the “Excluded Shares”) and (iii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to in accordance with Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”DGCL) shall be converted into the right to receive $27.25 21.00 per Share in cash, without interest thereon (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares (other than Excluded Shares and Shares owned by Dissenting Stockholders) shall cease to be outstanding, shall be cancelled and shall cease to exist, and (A) each certificate (a “Certificate”) formerly representing any of the Shares (other than the Excluded SharesShares and Shares owned by Dissenting Stockholders) and (B) each non-certificated Share represented by book-entry account formerly representing any uncertificated Shares (a “Book Entry ShareUncertificated Shares”) (other than Excluded SharesShares and Shares owned by Dissenting Stockholders) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interestand the holders thereof shall cease to have any rights with respect to such Shares other than the right to receive the Merger Consideration upon surrender thereof in accordance with Section 3.2, and each Certificate and Uncertificated Share formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter represent only represent the right to receive the payment to of which reference is made in Section 4.2(f)3.3.

Merger Consideration. Each share of Class A common stock, par value $0.01 per share, of the Company and each share of Class B common stock, par value $0.01 per share, of the Company (each, a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent Parent, and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being such Share, an “Excluded Share” and collectively, “Excluded Shares”)) shall be converted into the right to receive a number of validly issued, fully paid in and nonassessable Parent Shares equal to the quotient determined by dividing $27.25 per 184.00 (“Per Share in cash, without interest Amount”) by the Parent Share Value and rounding to the nearest ten-thousandth of a Share (which consideration shall hereinafter be referred to as the “Per Share Merger Consideration”). At the Effective Time, all of the Shares (other than Excluded Shares) shall cease to be outstanding, shall be automatically cancelled and shall cease to exist, and each certificate (a “Certificate”” it being understood that any reference herein to a “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of Shares) formerly representing any of the Shares (other than Excluded Shares) ), and each non-certificated Share represented by book-entry (a “Book Entry Share”) account statement relating to the ownership of Shares (other than Excluded Shares) ), shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. (a) Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Merger Subsidiary or any holder of shares of capital stock of the Company: (i) Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Dissenters' Shares, Treasury Shares owned and shares held directly or indirectly by Parent, Merger Sub except shares held by Parent or any other direct of its Subsidiaries in a fiduciary capacity or indirect wholly-owned Subsidiary in satisfaction of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangementa debt previously contracted) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall will be converted into the right to receive $27.25 per Share receive, at the election of each holder thereof, but subject to the election and allocation procedures of Sections 3.01(b) and (c), the other provisions of this Section 3.01 and possible adjustment as set forth in cashSection 3.05, without interest either: (A) 0.4954 (the “"Exchange Ratio") of a Parent Share (the "Per Share Merger Stock Consideration”"). , or (B) $73.50 in cash (the "Per Share Cash Consideration" and, together with the "Per Share Stock Consideration," the "Consideration"). (ii) Each share of Company Common Stock that, immediately prior to the Effective Time, is a Treasury Share or is owned directly or indirectly by Parent, except shares held by Parent or any of its Subsidiaries in a fiduciary capacity or in satisfaction of a debt previously contracted, will be canceled and retired and will cease to exist, and no exchange or payment will be made therefor. (iii) At the Effective Time, each share of Common Stock, par value $0.01 per share ("Subsidiary Common Stock"), of the Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall remain outstanding and each certificate therefor shall continue to evidence one share of Subsidiary Common Stock of the Surviving Corporation. (iv) Notwithstanding clause (i)(A) of this Section 3.01(a), Parent may at its option, but shall not be obliged to, increase the fraction of a Parent Share into which each share of Company Common Stock may be converted pursuant to Section 3.01(a)(i)(A) to the extent that, in the reasonable judgment of Parent, such increase is necessary to enable the Merger to qualify as a "reorganization" within the meaning of Section 368(a) of the Code. (b) Subject to the allocation procedures set forth in Section 3.01(c), each record holder of Company Common Stock will be entitled (i) to elect to receive Parent Shares for all of the Shares shall cease shares of Company Common Stock ("Stock Election Shares") held by such record holder, (ii) to be outstanding, shall be cancelled and shall cease to exist, and each certificate elect (a “Certificate”c) formerly representing any The allocation among the holders of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right Company Common Stock of rights to receive the Per Share Stock Consideration or the Per Share Cash Consideration in the Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is will be made in Section 4.2(f).as follows:

Merger Consideration. Each At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof: (a) each share of the common stockstock of the Company, par value $0.01 .01 per share, of share (the Company (a “Share” or, collectively, the “"Shares”") issued and outstanding immediately prior to the Effective Time (other than the Rollover Shares (i) as defined below), Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights to be cancelled pursuant to Section 262 of the DGCL (each Share referred to in clause (ib) or clause below and any Dissenting Shares (ii) being an “Excluded Share” and collectively, “Excluded Shares”as defined in Section 1.8)) shall be converted into the right to receive $27.25 in cash an amount per Share equal to the Merger Consideration (as defined below), subject to any required withholding of taxes and without interest; (b) each Share owned by Parent, the Purchaser or any other direct or indirect subsidiary of Parent, or held in cashthe treasury of the Company, without interest (the “Per Share Merger Consideration”). At immediately prior to the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to existextinguished, and no payment will be made with respect to those Shares; (c) each certificate (a “Certificate”) formerly representing any share of preferred stock of the Shares Company shall not be cancelled and shall remain outstanding as a share of preferred stock of the Surviving Corporation; (other than Excluded Sharesd) all shares of common stock, without par value, of the Purchaser then issued and outstanding shall be converted into a number of shares of common stock of the Surviving Corporation equal to (x) the aggregate amount contributed by the GSCP Group (as defined in Section 2.1(d)) to Parent and the Purchaser at or prior to the Effective Time to enable them to consummate the Merger and the transactions contemplated by this Agreement divided by (y) the Merger Consideration; and (e) each non-certificated Rollover Share represented by book-entry shall be retained and shall remain outstanding as a Share. "Merger Consideration" means (a “Book Entry Share”I) (other a) $274,998,417, plus (b) the amount, if any, by which Closing Cash (as defined below) exceeds $35,000,000, minus (c) 50% of the amount by which the tender offer premium for the 12% Senior Notes Due 2004 (the "Senior Notes") of Telex Communications, Inc. ("TCI") exceeds $17,000,000, minus (d) the amount, if any, by which Closing Cash is less than Excluded $35,000,000, divided by (II) the total number of Shares outstanding on a fully diluted basis as of immediately prior to the Effective Time, assuming the exercise of all outstanding Options and Warrants. "Rollover Shares) shall thereafter represent only " means the right to receive the Per Share Merger Consideration, without interestShares identified on, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent registered in the right names of the employees identified on, Exhibit C hereto. "Closing Cash" means the amount of cash and cash equivalents of the Company and its subsidiaries immediately prior to receive the payment to which reference is made Effective Time determined in accordance with Section 4.2(f1.3(b).

Merger Consideration. Each share of Class A common stock, par value $0.01 per share, of the Company and each share of Class B common stock, par value $0.01 per share, of the Company (each, a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent Parent, and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being such Share, an “Excluded Share” and collectively, “Excluded Shares”)) shall be converted into the right to receive a number of validly issued, fully paid in and nonassessable Parent Shares equal to the quotient determined by dividing $27.25 per 95.63 (“Per Share in cash, without interest Amount”) by the Parent Share Value and rounding to the nearest ten-thousandth of a Share (which consideration shall hereinafter be referred to as the “Per Share Merger Consideration”). At the Effective Time, all of the Shares (other than Excluded Shares) shall cease to be outstanding, shall be automatically cancelled and shall cease to exist, and each certificate (a “Certificate”” it being understood that any reference herein to a “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of Shares) formerly representing any of the Shares (other than Excluded Shares) ), and each non-certificated Share represented by book-entry (a “Book Entry Share”) account statement relating to the ownership of Shares (other than Excluded Shares) ), shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Continuation Share issued and outstanding immediately prior to the Effective Time (other than (ix) Continuation Shares owned by Parent, Parent or Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent their respective Subsidiaries and (y) Continuation Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL as treasury shares (each such Continuation Share referred to in clause the foregoing clauses (ix) or clause and (ii) being y), an “Excluded Share” and and, collectively, the “Excluded Shares”) and (z) Dissenting Shares) shall be converted automatically into and shall thereafter represent the right to receive an amount in cash equal to $27.25 per Share in cash29.50, without interest thereon (the “Per Share Merger Consideration”). At the Effective Time, all of the Continuation Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and (A) each certificate (a “Certificate”) Certificate formerly representing any of the Continuation Shares (other than the Excluded Shares and Dissenting Shares) and (B) each non-certificated Share represented by book-entry account formerly representing any uncertificated Continuation Shares (a “Book Entry ShareUncertificated Shares”) (other than Excluded Shares and Dissenting Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing the holders of the Continuation Shares or Book Entry shall cease to have any rights with respect to such Continuation Shares owned by Dissenting Stockholders shall thereafter only represent other than the right of the holders of the Continuation Shares (other than the Excluded Shares and the Dissenting Shares) to receive the payment to which reference is made Merger Consideration upon surrender thereof in accordance with Section 4.2(f)2.07.

Merger Consideration. Each share of the common stockCommon Stock, par value $0.01 0.50 per share, of the Company (the “Common Stock”) and each share of the Class B Common Stock, par value $0.50 per share, of the Company (the “Class B Common Stock”) (each such share of Common Stock or Class B Common Stock, together with the associated Rights (as defined in Section 5.1(b)(i)), a “Share” orand all Shares and Rights, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary subsidiary of Parent and Parent, Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for or lost appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, “Excluded Shares”)) shall be converted into the right to receive $27.25 97.00 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration multiplied by the number of Shares represented by such Certificate, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter represent only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of Other than the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than Shares owned by (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent Parent, and Shares owned by in each case not held on behalf of third parties, (ii) the Company or any direct or indirect wholly-wholly owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (iiiii) holders of Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for (or otherwise lost their right to) appraisal rights pursuant to Section 262 of the DGCL (such Shares, “Dissenting Shares,” such holders, “Dissenting Stockholders” and each Dissenting Share and each Share referred to in clause the foregoing clauses (i) or clause and (ii) being of this Section 4.1(a), an “Excluded Share” and and, collectively, the “Excluded Shares”), each Share issued and outstanding immediately prior to the Effective Time (such Shares, the “Eligible Shares”) shall be converted into the right to receive $27.25 45.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares and shall cease to be outstanding, shall be cancelled and shall cease to exist, and (A) each certificate (a “Certificate”) formerly representing any of the Eligible Shares (other than Excluded Shareseach, a “Certificate”), and (B) and each book-entry account formerly representing any non-certificated Share represented by book-entry Eligible Shares (each, a “Book Book-Entry Share”) (other than Excluded Shares) ), shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 0.10 per share, of the Company (a “Share” "SHARE" or, collectively, the “Shares”"SHARES") issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary subsidiary of Parent Parent, and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) each, an "EXCLUDED SHARE" and collectively, "EXCLUDED SHARES"), and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”"DISSENTING STOCKHOLDERS") who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” each, a "DISSENTING SHARE" and collectively, “Excluded Shares”"DISSENTING SHARES")) shall be converted into the right to receive $27.25 27.50 per Share in cash, without interest cash (the “Per Share Merger Consideration”"PER SHARE MERGER CONSIDERATION"). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”"CERTIFICATE") formerly representing any of the Shares (other than Excluded Shares) Shares and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Dissenting Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter represent only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Common Stock issued and outstanding immediately prior to the Effective Time (each such share, a “Share”) (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary subsidiary of Parent and Shares owned by immediately prior to the Company or any direct or indirect wholly-owned Subsidiary of the CompanyEffective Time, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and parties, (ii) Shares that are owned by stockholders the Company, including Shares held in treasury by the Company, and in each case not held in a fiduciary capacity on behalf of third parties (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share Shares referred to in the foregoing clause (i) and this (ii), collectively, the “Cancelled Shares”), and (iii) Shares, if any, owned by any direct or indirect wholly owned Subsidiary of the Company (which Shares shall remain outstanding, except that the number of such Shares owned by such Subsidiaries may be adjusted following the Merger to maintain relative ownership percentages) (the Shares referred to in this clause (ii) being an “Excluded Share” and collectivelyiii), “Excluded Subsidiary Shares”)) shall be converted automatically into and shall thereafter represent the right to receive $27.25 17.12 per Share share in cash, without interest and subject to Tax withholding, in accordance with the provisions of Section 3.3 (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares that have been converted into a right to receive the Per Share Merger Consideration as provided in this Section 3.1(a) shall cease to no longer be outstanding, shall be cancelled and extinguished automatically and shall cease to exist, and each certificate (a “Certificate”) formerly representing former holder of Shares that were outstanding immediately prior to the Effective Time will cease to have any of the Shares (other than Excluded rights with respect to such Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only , except for the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right Consideration to receive the payment to which reference is made be paid in Section 4.2(f).consideration therefor in accordance with this Article III. Active.22007448.8.doc

Merger Consideration. Each common share of the common stockbeneficial interest, par value $0.01 per share, of the Company (a “Common Share” or, collectively, the “Common Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Common Shares owned by Parent, Parent or Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Common Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (ii) Common Shares that are owned by stockholders shareholders (“Dissenting StockholdersObjecting Shareholders”) who have perfected and not withdrawn a properly made demand for appraisal payment of fair value for the Common Shares owned by them and have not had restored in full their rights with respect to such Common Shares, in each case pursuant to Section 262 501.1 of Title 8 and Subtitle 2 of Article 3 of the DGCL MGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, “Excluded Shares”)) shall be converted into the right to receive $27.25 per Share in cashinto, without interest and become exchangeable for, 0.5389 (the “Per Share Exchange Ratio”) Parent Common Shares (as defined in Section 4.2(a)) (the “Merger Consideration”). At the Effective Time, all of the Common Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the such Common Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration and the right, without interestif any, to receive pursuant to Section 4.2(e) cash in lieu of fractional shares into which such Common Shares have been converted pursuant to this Section 4.1(a) and any distribution or dividend pursuant to Section 4.2(c) and each Certificate certificate formerly representing Shares or Book Entry Common Shares owned by Dissenting Stockholders Objecting Shareholders shall thereafter represent only represent the right to receive the payment to which reference is made payments set forth in Section 4.2(f)4.3.

Merger Consideration. Each At the Effective Time, on the terms and subject to the conditions herein set forth, as a result of the Merger and without any action on the part of the holder of any capital stock of the Company, each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary shares of Parent and Shares Company Common Stock owned by the Company or any direct or indirect wholly-owned Subsidiary (as hereinafter defined) of the Company), and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted automatically into the right to receive $27.25 per Share receive, at the times and in cash, without interest the manner provided for herein: (x) the “Per Share Merger Consideration”number of shares of Parent Common Stock that is equal to the product of (i) 0.8 multiplied by (ii) the number of shares of Company Common Stock held by each stockholder of the Company immediately prior to the Effective Time ("Company Stockholder") multiplied by (iii) the Exchange Ratio (as hereafter defined) (such shares of Parent Company Stock are hereafter referred to as "Effective Time Shares") plus (y) the Company Supplemental Distribution Shares (as hereinafter defined). At the Effective Time, all shares of the Shares Company Common Stock shall cease to no longer be outstanding, outstanding and shares of Company Common Stock shall be cancelled and retired and shall cease to exist, and each certificate (a “"Company Certificate”") formerly representing any such shares of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) Company Common Stock shall thereafter represent only the right to receive the Per Share Merger Consideration, as provided for herein, without interest. The Effective Time Shares and the Company Supplemental Distribution Shares (together with cash in lieu of fractional shares of Parent Common Stock, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders if any, as specified below) are referred to herein as the "Merger Consideration." For purposes of this Agreement, the "Exchange Ratio" shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f)be 17.811414.

Merger Consideration. Each share At the Effective Time, by virtue of the common stockMerger and without any further action on the part of the Company, par value Buyer or any stockholder of the Company or Buyer: (a) All shares of Common Stock, $0.01 per sharepar value, of the Company (a “ShareVoting Common Stock”), all shares of Class A Common Stock, $0.01 par value, of the Company (“Nonvoting Common Stock,” orand together with Voting Common Stock, collectively“Common Stock”) and all shares of 16% Cumulative Redeemable Preferred Stock, $0.01 par value, of the Company, including outstanding Dividend-In-Kind Shares (as defined in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions Thereof of 16% Cumulative Redeemable Preferred Stock of TransDigm Holding Company, referred to herein as the “SharesCertificate of Designations”) (“Preferred Stock”) which are held by the Company in the Company’s treasury or otherwise shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time Time, other than (ithose to which Section 3.1(a) Shares owned by Parent, Merger Sub or applies and other than any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectivelySection 3.1(f), “Excluded Shares”) shall be converted into and represent the right to receive $27.25 per Share an amount in cash, without interest cash (such amount in cash being referred to herein as the “Per Share Merger Consideration”)) equal to the quotient of (i) the Equity Value minus the Transaction Costs divided by (ii) the total number of Fully-Diluted Shares. At The following terms used in the Effective Time, all definition of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders Consideration shall thereafter only represent have the right to receive the payment to which reference is made in Section 4.2(f).following meanings:

Merger Consideration. Each share of the Company’s common stock, par value $0.01 per shareshare (each, of the Company (a “Share” or”), collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and including Shares held in treasury by the Company, in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares (“Dissenting Shares”) that are owned by stockholders (“Dissenting Stockholders”) who are entitled to, and who have timely perfected and not withdrawn a demand for (or lost their right to), appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) of this Section 4.1(a) being an “Excluded Share” and and, collectively, “Excluded Shares”) shall be converted into the right to receive an amount in cash equal to $27.25 145 per Share in cash, without interest (the “Per Share Merger Consideration”), without interest. At the Effective Time, all of the Shares (other than Excluded Shares) shall Table of Contents cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Book-Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book and each Book-Entry Shares Share owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Shares shares of Common Stock owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares shares of Common Stock owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and parties, (ii) the Rollover Shares that are (together with the shares referred to in the immediately preceding clause (i), the “Converted Shares”), and (iii) shares of Common Stock owned by stockholders (“Dissenting Stockholders”) who are entitled to, and who have timely perfected and not withdrawn a demand for (or lost their right to), appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an the “Excluded ShareDissenting Shares,” and collectivelyand, together with the Converted Shares, the “Excluded Shares”)) shall be converted into the right to receive $27.25 19.75 per Share share of Common Stock in cash, without interest cash (the “Per Share Merger Consideration”), without interest. At the Effective Time, all of the Shares shares of Common Stock shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate formerly representing any of the shares of Common Stock (each, a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each or non-certificated Share represented by shares of Common Stock held in book-entry form (each, a “Book Book-Entry Share”) (in each case other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration for each such share of Common Stock, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Newco Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Newco Shares owned by ParentDISH, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent DISH and Newco Shares owned by the Company EchoStar or any direct or indirect wholly-wholly owned Subsidiary of the CompanyEchoStar (including Newco), and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Newco Share referred to in clause (i) or clause (ii) being this parenthetical, an “Excluded Share” and and, collectively, “Excluded Shares”)) shall be converted into into, and become exchangeable for a number of DISH Shares equal to the right to receive $27.25 per Share in cashquotient of (1) 22,937,188 divided by (2) the number of issued and outstanding shares of EchoStar Common Stock as of the Distribution Record Date (such ratio, without interest (the “Exchange Ratio,” such consideration, the “Per Share Merger Consideration” and, the aggregate consideration to be issued pursuant to this Section 4.1(a), the “Aggregate Merger Consideration”). At the Effective Time, all of the Newco Shares (other than Excluded Shares) shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each certificate formerly representing any of the Newco Shares (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) ), and each non-certificated Newco Share represented by book-book entry (each, a “Book Entry Newco Share”) (other than in each case those representing Excluded Shares) shall thereafter represent only the right to receive receive, without interest, the Per Share Merger ConsiderationConsideration and the right, without interestif any, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment (A) pursuant to Section ‎4.2(d), cash in lieu of fractional shares into which reference is made in such Newco Shares have been converted pursuant to this Section 4.2(f‎4.1(a) and (B) any distribution or dividend pursuant to Section ‎4.2(b).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Common Stock issued and outstanding immediately prior to the Effective Time Time, other than (iA) Shares shares of Company Common Stock owned directly by Parent, Parent or Merger Sub or any other direct or indirect wholly-owned Subsidiary immediately prior to the Effective Time, (B) shares of Parent and Shares Company Common Stock owned by the Company or any direct or indirect wholly-wholly owned Subsidiary of the CompanyCompany immediately prior to the Effective Time, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangementA) and (iiB) Shares other than shares of Company Common Stock held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by stockholders third parties and (“C) shares of Company Common Stock that are Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 Shares (together with the shares of the DGCL (each Share Company Common Stock referred to in clause the immediately preceding clauses (iA) or clause and (ii) being an “Excluded Share” and collectivelyB), the “Excluded Shares”) ), shall be automatically converted into the right to receive $27.25 per Share 16.00 in cash, without interest cash (the “Per Share Merger Consideration”), payable to the holder thereof, without interest, in the manner set forth in Section 4.2. At the Effective Time, all of the Shares shares of Company Common Stock that have been converted into the right to receive the Per Share Merger Consideration shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) and uncertificated interest formerly representing any shares of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) Company Common Stock (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration for each such share of Company Common Stock, payable without interest, in accordance with this Section 4.1 and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f)4.2.

Merger Consideration. Each share of the common stock, par value $0.01 0.02 per share, of the Company (a “Common Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than issued and outstanding Common Shares (i) Shares that are owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares Parent, (ii) that are owned by the Company as treasury stock or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf (iii) that are also shares of third parties Company Restricted Stock, which are subject to Section 2.10(b) or (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangementiv) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who that have perfected and not withdrawn a demand for for, or lost their right to, appraisal rights pursuant to Section 262 of the DGCL with respect to such Common Shares (each Share the “Dissenting Shares,” and, together with the Common Shares referred to in clause the immediately preceding clauses (i) or clause ), (ii) being an “Excluded Share” and collectively(iii), the “Excluded Shares”) shall be automatically converted into the right to receive $27.25 12.75 per Common Share in cash, without interest cash (the “Per Share Merger Consideration”), without interest. At the Effective Time, all of the Common Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Common Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration for each such Common Share, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f)accordance with this Article II.

Merger Consideration. Each share of the common stock, par value $0.01 per share0.0001, of the Company (the “Shares” and each a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned directly or indirectly by Parentthe Significant Company Stockholder, Parent or Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent their respective Subsidiaries (each such Share referred to in clause (i), a “Significant Company Stockholder Share” and, collectively, the “Significant Company Stockholder Shares”), (ii) Rollover Shares and (iii) Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of as treasury stock (each such Share referred to in clause (iii), an “Excluded Share” and, collectively, the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangementExcluded Shares”) and (iiiv) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to in accordance with Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectivelyDGCL, “Excluded Shares”) shall be converted into the right to receive $27.25 10.00 per Share in cash, without interest thereon (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares (other than the Significant Company Stockholder Shares, Rollover Shares, Excluded Shares and Shares owned by Dissenting Stockholders) shall cease to be outstanding, shall be cancelled and shall cease to exist, and (A) each certificate (a “Certificate”) formerly representing any of the Shares (other than the Significant Company Stockholder Shares, Rollover Shares, Excluded SharesShares and Shares owned by Dissenting Stockholders) and (B) each non-certificated Share represented by book-entry account formerly representing any uncertificated Shares (a “Book Entry ShareUncertificated Shares”) (other than the Significant Company Stockholder Shares, Rollover Shares, Excluded SharesShares and Shares owned by Dissenting Stockholders) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interestand the holders thereof shall cease to have any rights with respect to such Shares other than the right to receive the Merger Consideration upon surrender thereof in accordance with Section 3.2, and each Certificate and Uncertificated Share formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter represent only represent the right to receive the payment to which reference is made in Section 4.2(f)3.3.

Merger Consideration. Each At the Effective Time, each share of the common stock, par value $0.01 0.001 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary subsidiary of Parent and Parent, (ii) Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary subsidiary of the Company, and in each case not held on behalf of third parties parties, (but not including iii) Shares held by the subject to Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) Awards, and (iiiv) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, “Excluded Shares”) ), shall be converted into the right to receive $27.25 22.00 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares (other than Excluded Shares referred to in clause (i) above) shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter represent only represent the right to receive the payment to which reference is made in Section 4.2(f). For the avoidance of doubt, Shares held by any mutual fund advised or managed by any of Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent will not be included in clause (i) of this Section 4.1(a), and will not be included in the Excluded Shares.

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock (i) Shares owned by Parent, Merger Sub Parent or any other direct or indirect wholly-owned Subsidiary of Parent and Shares (collectively, the "PARENT COMPANIES"), (ii) owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf or (iii) shares of third parties Common Stock (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement"DISSENTING SHARES") and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”the "DISSENTING STOCKHOLDERS") who have perfected properly exercising and not withdrawn a demand for perfecting appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” "EXCLUDED COMMON SHARE" and collectively, “Excluded Shares”"EXCLUDED COMMON SHARES")) shall be converted automatically into the right to receive $27.25 per Share an amount in cash, without interest (INTEREST equal to the “Per Share Merger Consideration”). At the Effective Time, all shares of the Shares Common Stock shall cease to no longer be outstanding, outstanding and shares of Common Stock shall be cancelled and retired and shall cease to exist, and each certificate (a “Certificate”"CERTIFICATE") formerly representing any such shares of the Shares Common Stock (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Common Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration$7.81 in cash per share, without interest, interest (the "MERGER CONSIDERATION") and each Certificate formerly representing any Dissenting Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter represent only represent the right to receive the payment to which reference is made applicable payments set forth in Section 4.2(f)4.3.

Merger Consideration. Each Subject to the allocation and election procedures in Section 4.2 and Section 4.3, each share of the common stock, par value $0.01 per share, of the Company (each, a “Company Share” or”, collectivelyand together, the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Company Shares that are owned by Parent, Merger Sub Parent or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of Parent or the Company, Company and in each case not held on behalf of third parties (but not including and Dissenting Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Company Share” ”, and collectively, “Excluded Company Shares”)) shall be converted into the right to receive $27.25 per and shall become exchangeable for, at the election of the holder thereof: (i) for each Company Share with respect to which an election to receive cash has been effectively made and not revoked or lost pursuant to Section 4.3 (a “Cash Election”), the right to receive in cashcash from Parent, without interest interest, an amount equal to $35.50 (the “Per Share Merger Cash Consideration”) (collectively, “Cash Election Shares”); (ii) for each Company Share with respect to which an election to receive common stock, par value $1.25 per share, of Parent (“Parent Common Stock”) has been effectively made and not revoked or lost pursuant to Section 4.3 (a “Stock Election”), the right to receive from Parent a portion of a share of Parent Common Stock equal to 0.861 (the “Exchange Ratio”) share of Parent Common Stock (the “Stock Consideration”) (collectively, the “Stock Election Shares”); and (iii) for each Company Share other than shares as to which a Cash Election or a Stock Election has been effectively made and not revoked or lost pursuant to Section 4.3 (“Non-Election Shares”), the right to receive from Parent such Stock Consideration and/or Cash Consideration as is determined in accordance with Section 4.2(b). At the Effective Time, all of the Company Shares shall cease to no longer be outstanding, shall be cancelled and retired and shall cease to exist, and (i) each certificate (a “Certificate”) formerly representing any of the such Company Shares (other than Excluded Company Shares) and (ii) each non-certificated uncertificated Company Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).an

Merger Consideration. Each share of the common stock, par value $0.01 0.10 per share, of the Company (the "Common Stock"), including the associated right to purchase one one-hundredth of a “share of Series B Junior Participating Preferred Stock, par value $20 per share, of the Company ("Series B Preferred Stock"), or, in certain circumstances, Common Stock or to receive other securities (each a "Right" and together with the Common Stock, a "Share” or" and, collectively, the “"Shares”") issued pursuant to the Amended and Restated Rights Agreement, dated as of September 24, 1998, by and between the Company and Xxxxx Xxxxxx Shareholder Services L.L.C., as Rights Agent (the "Rights Agreement"), issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and (collectively, the "Parent Companies")) or Shares that are owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, Company and in each case not held on behalf of third parties or Shares (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement"Dissenting Shares") and (ii) Shares that are owned by stockholders shareholders (“"Dissenting Stockholders”Shareholders") who have perfected do not vote to approve the Merger and not withdrawn a demand for appraisal rights pursuant to Section 262 comply with all the provisions of the DGCL concerning the right of holders of Shares to dissent from the Merger and require payment of fair value (each Share referred to as that term is used in clause the DGCL) for their Shares (i) or clause (ii) being each, an “"Excluded Share” " and collectively, “"Excluded Shares”")) shall be converted into the right to receive $27.25 per Share 10.00 in cash, without interest cash (the “Per Share "Merger Consideration”"). At the Effective Time, all of the Shares shall cease to no longer be outstanding, outstanding and shall be cancelled canceled and retired and shall cease to exist, and each certificate (a “"Certificate”") formerly representing any of the such Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. (i) Each share of the common stock, par value $0.01 per share, of the Company (each, a “Common Share” or, and collectively, the “Common Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Time, including Common Shares owned by Parentany SibCo, any Merger Sub Co or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary of the Companyany SibCo, and in each case not held on behalf of third parties (but not including Shares held by any Merger Co or the Company in or any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangementits wholly owned Subsidiaries, but excluding (A) Dissenting Shares, (B) Agent Shares and (iiC) Management Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share Common Shares referred to in clause (i) or clause (ii) being an A)-(C), the “Excluded ShareCommon Shares” and collectivelythe Common Shares referred to in (B)-(C), “Excluded Retained Shares”) shall )), will be converted into the right to receive $27.25 per Share 37.00 in cash, without interest (the “Per Cash Consideration”). (ii) Management Shares shall not be converted into the Cash Consideration but shall instead remain outstanding, but renamed, as shares of Class A-1 common stock of the Surviving Corporation (“Class A-1 Common Stock”). Each Agent Share issued and outstanding immediately prior to the Effective Time will be converted automatically into the right to receive one share of Class A-2 common stock, par value $0.01 per share, of the Surviving Corporation (“Class A-2 Common Stock,” such shares of Class A-2 Common Stock, together with the Class A-1 Common Stock remaining outstanding pursuant to this Article II, the “Stock Consideration,” and the Stock Consideration, together with the Cash Consideration, the “Merger Consideration”). At the Effective Time, all of the . (iii) Any Dissenting Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall will thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made applicable payments set forth in Section 4.2(f)2.3 upon compliance with the procedures set forth herein.

Merger Consideration. Each share (a) Subject to the provisions of Section 1.4(b) hereafter, the Merger Consideration, consisting of the common stocktotal purchase price payable to the holders of 100% of the outstanding CNF Common Stock (the "CNF Shareholders") in connection with the acquisition by merger of CNF, shall be delivered and shall consist exclusively of 6,000,000 newly issued shares of Series A Convertible Preferred Stock, $.0001 par value $0.01 per share, of Acquiror (the Company "Preferred Shares"). The Preferred Shares shall be convertible at the option of the holder thereof into shares of Common Stock of Acquiror and have those rights, preferences and designations set forth in that certain Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock (the "Certificate Of Designation"), a “Share” ortrue and correct copy of which is attached hereto and made a part hereof as Exhibit 1.3(a). (b) The Merger Consideration shall be allocated among the CNF Shareholders in the proportion of their share ownership of the outstanding shares of CNF Common Stock at the Closing as set forth on Schedule 1.3(b). It is intended that the delivery of the Merger Consideration shall qualify as a tax-free exchange under the Code. (c) The Preferred Shares to be delivered at the Closing shall be fully paid and non-assessable and shall be free and clear of all liens, collectively, the “Shares”) issued levies and outstanding immediately prior to the Effective Time other than encumbrances except that such shares shall (i) Shares owned by Parentbe "restricted securities" pursuant to Rule 144, Merger Sub or any other direct or indirect wholly-owned Subsidiary promulgated under the Securities Act of Parent and Shares owned by 1933, as amended (the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) "Securities Act"); and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant be subject to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each nonlock-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made up provisions set forth in Section 4.2(f)5.11 hereof.

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and parties, (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) shareholders of the Company who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 complied with the applicable provisions of Chapter 10, Subchapter H of the DGCL TBOC prior to the Effective Time (each Share the Shares referred to in clause (ii), "Dissenting Shares," and the Shares referred to in clauses (i) or clause and (ii) being an “Excluded Share” and collectively), “"Excluded Shares”") and (iii) the Company Restricted Share Awards (which shall be converted pursuant to Section 4.3(b))) shall be converted into the right to receive $27.25 42.00 per Share in cash, without interest (the “Per Share "Merger Consideration”"). At the Effective Time, all of the Shares converted into the right to receive the Merger Consideration pursuant to this Section 4.1(a) shall cease to be outstanding, shall be cancelled and shall cease to existexist as of the Effective Time, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) (each, a "Share Certificate") and each book-entry account formerly representing any non-certificated Share represented by book-entry (a “Book Entry Share”) Shares (other than Excluded Shares) (each, a "Book-Entry Share") shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 0.005 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders shareholders of the Company (“Dissenting Stockholders”other than Parent, Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent) who have perfected did not vote in favor of this Agreement or the Merger (or consent thereto in writing) and not withdrawn a demand for appraisal who exercise dissenters’ rights pursuant to Section 262 when and in the manner required under Chapter 23B.13 of the DGCL WBCA (each Share the Shares referred to in clause (ii), “Dissenting Shares,” and the Shares referred to in clauses (i) or clause and (ii) being an “Excluded Share” and ), collectively, “Excluded Shares”)) shall be converted into the right to receive $27.25 16.50 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares converted into the right to receive the Merger Consideration pursuant to this Section 4.1(a) shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shareseach, a “Share Certificate”) and each non-certificated Share or otherwise if the Company then has Shares which are not certificated, the applicable number of uncertificated Shares represented by book-entry (a the “Book Book-Entry ShareShares”) (in each case, other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of Buyer, Company or any shareholder of Company: (a) Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Buyer Common Stock that is issued and outstanding immediately prior to the Effective Time other than shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (b) Each share of Company Common Stock (i) Shares owned by Parent, Merger Sub held as treasury stock or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) owned directly by Buyer (other than, in the case of clause (ii), shares in trust accounts, managed accounts and the like for the benefit of customers or shares held in satisfaction of a debt previously contracted) shall be canceled and retired immediately prior to the Effective Time without any conversion, and no payment shall be made with respect to them. (c) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenters’ Shares that are owned by stockholders and shares described in Section 2.01(b) above) shall become and be converted into, as provided in and subject to the limitations set forth in this Agreement, the right to receive at the election of the holder either: (i) $500.00 in cash (the “Dissenting StockholdersCash Consideration”); or 9.525 shares (the “Exchange Ratio) who have perfected of Buyer Common Stock (the “Stock Consideration”). The Cash Consideration, the Stock Consideration, and not withdrawn a demand for appraisal rights any cash in lieu of fractional shares paid pursuant to Section 262 2.03 are sometimes referred to collectively as the “Merger Consideration.” (d) Notwithstanding anything in this Agreement to the contrary, Buyer shall not pay for any shares of Company Common Stock, the holders of which have exercised their rights under Part 13 of Chapter 156D of the DGCL MBCA (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Dissenters’ Shares”) and any holders of Dissenters’ Shares shall not be entitled to receive any Merger Consideration; provided, that if appraisal rights under Part 13 of Chapter 156D of the MBCA with respect to any Dissenters’ Shares shall have been effectively withdrawn or lost they will cease to be treated as Dissenters’ Shares and shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease Consideration pursuant to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f2.01(c).