Common use of Merger Consideration Clause in Contracts

Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities: (a) Each issued and outstanding share of common stock, par value $.01 per share, of Merger Sub immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock, par value $.01 per share, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall, following the Merger, evidence ownership of the same number of shares of common stock of the Surviving Corporation. (b) Each share of Company Common Stock, together with the associated Company Right, issued and outstanding and owned by the Company, Parent, Merger Sub, or any Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (c) Subject to the other provisions of this Section 4.1, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time, together with the associated Company Right (excluding any shares of Company Common Stock canceled pursuant to Section 4.1(b) and any Dissenting Shares) shall by virtue of the Merger and without any action on the part of the holder thereof become and be converted into the right to receive cash in the amount of $7.25 (or any higher price per share paid pursuant to the Offer) for each whole share of Company Common Stock and the associated Company Right. (d) At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, Stockholders, other than to receive any dividend or other distribution with respect to such Company Common Stock with a record date occurring prior to the Effective Time and the consideration provided under this Article 4. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock.

Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities: (a) Each Subject to the provisions of this Agreement and any applicable backup or other withholding requirements, each of the issued and outstanding share shares (the "Company Shares") of common stock, no par value $.01 per sharevalue, of Merger Sub the Company (the "Company Stock") outstanding immediately prior to the Effective Time (except for Company Shares to be canceled, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be converted into one validly issuedconverted, fully paid and non-assessable share of common stock, par value $.01 per share, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall, following the Merger, evidence ownership of the same number of shares of common stock of the Surviving Corporation. (b) Each share of Company Common Stock, together with the associated Company Right, issued and outstanding and owned by the Company, Parent, Merger Sub, or any Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (c) Subject to the other provisions of this Section 4.1, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time, together with the associated Company Right (excluding any shares of Company Common Stock canceled pursuant to Section 4.1(b) and any Dissenting Shares) shall by virtue of the Merger and without any action on the part of the holder thereof become and be converted thereof, into the right to receive such number of shares of the common stock, par value $.01 per share, of Purchaser (the "Purchaser Stock") or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the amount "Merger Consideration"). (b) No fractional shares of $7.25 (or any higher price per share paid Purchaser Stock shall be issued pursuant to the Offer) for each whole Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Company Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(h) hereof. (c) Subject to the provisions of this Agreement, at the Effective Time, each share of Merger Sub common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the associated Company RightSurviving Corporation and shall be wholly owned by Purchaser. (d) At Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger shall be canceled and retired at the Effective Time and shall cease to exist and no Purchaser Stock or other consideration shall be delivered in exchange therefor. (e) On and after the Effective Time, holders of certificates representing shares of Company Common Stock shall cease to be, and shall have no rights as, Stockholders, other than to receive any dividend or other distribution with respect to such Company Common Stock with a record date occurring (the "Certificates") immediately prior to the Effective Time and shall cease to have any rights as stockholders of the consideration provided under this Article 4. After Company, except the Effective Timeright to receive the Merger Consideration for each Company Share held by them or the right, there shall be no transfers on the stock transfer books of if so demanded, to receive payment from the Company of shares the "fair value" of such Company Common StockShares as determined in accordance with the MBCA.

Merger Consideration. At As of the Effective TimeDate, by virtue of -------------------- the Merger and without any action on the part of any holder of any common stock, $0.001 par value per share, of the Company ("Company Common Shares"), or any holder of any preferred stock, $0.001 par value per share, of the Company ("Company Preferred Shares"): (a) All Company Common Shares or Company Preferred Shares which are held by the Company or any subsidiary of the Company, and any Company Common Shares or Company Preferred Shares owned by Purchaser and Sub, shall be cancelled. (b) Each Company Preferred Share issued and outstanding immediately prior to the Effective Date, (other than Dissenting Shares (as hereinafter defined) representing Company Preferred Shares and those Company Preferred Shares to be canceled pursuant to Section 4.1(a)) shall, by virtue of the Merger and without any action on the part of Merger Subthe Company, the Company Purchaser, Sub or the holders of any of the following securities: (a) Each issued and outstanding share securities of common stockany of these companies, par value $.01 per share, of Merger Sub immediately prior to the Effective Time shall be converted into one validly issuedthe right to receive from Sub in cash, fully without interest, the price per Company Preferred Share paid and non-assessable share of common stock, par value $.01 per share, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall, following the Merger, evidence ownership of the same number of shares of common stock of the Surviving Corporation. (b) Each share of Company Common Stock, together with the associated Company Right, issued and outstanding and owned by the Company, Parent, Merger Sub, or any Subsidiary of Parent or of the Company immediately prior pursuant to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect theretoOffer (the "Preferred Merger Price"). (c) Subject to At the other provisions of this Section 4.1Effective Date, each share of Company Common Stock that is Share issued and outstanding immediately prior to the Effective Time, together with the associated Company Right Date (excluding any shares of other than Dissenting Shares representing Company Common Stock Shares and those Company Common Shares to be canceled pursuant to Section 4.1(b4.1(a)) and any Dissenting Shares) shall shall, by virtue of the Merger and without any action on the part of the holder thereof become and Company, Purchaser, Sub or the holders of any of the securities of any of these companies, be converted into the right to receive cash from Sub in cash, without interest, the amount of $7.25 (or any higher price per share Company Common Share paid pursuant to the Offer) for each whole share of Company Offer (the "Common Stock and the associated Company RightMerger Price"). (d) At Each issued and outstanding share of the Effective Timecapital stock of Sub shall be converted into and become one fully paid and nonassessable common share, $0.001 par value per share, of the Surviving Corporation. (e) As a result of the Merger and without any action on the part of the holders of thereof, all Company Preferred Shares and Company Common Stock Shares shall cease to bebe outstanding, shall be canceled and retired and shall cease to exist and each holder of a certificate (a "Certificate") representing any Company Preferred Shares and Company Common Shares shall thereafter cease to have no any rights as, Stockholders, other than to receive any dividend or other distribution with respect to such Company Common Stock with a record date occurring prior to the Effective Time Preferred Shares and the consideration provided under this Article 4. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common StockShares, except the right to receive, without interest, the Preferred Merger Price or the Common Merger Price.

Merger Consideration. At (a) As of the Effective Time, by virtue of the Merger and without any action on the part of any stockholder of United or Merger Sub, the Company or the holders of any of the following securitiesSubsidiary: (ai) Each issued and outstanding share of common stock, par value $.01 .001 per share, of Merger Sub Subsidiary that is issued and outstanding immediately prior to the Effective Time shall be automatically converted without any further action into one validly issued, fully paid and non-assessable share of common stock, no par value $.01 per share, of the Surviving Corporation, and shall constitute the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall, following the Merger, evidence ownership of the same number of shares of common only issued and outstanding capital stock of the Surviving CorporationCorporation following the Merger. (bii) Each share of Company Common Stockthe common stock of United, together with the associated Company Rightno par value ("UNITED COMMON STOCK"), issued and outstanding and preferred stock of United, par value $.001 per share ("UNITED PREFERRED STOCK") that is owned by the Company, Parent, Merger Sub, or United as treasury stock and any Subsidiary shares of Parent or of the Company immediately prior to the Effective Time United Common Stock that are owned by Brands shall be canceled and extinguished without any conversion thereof shall cease to exist, and no payment stock of Brands or other consideration shall be made with respect theretodelivered in exchange therefor. (ciii) Subject to the other provisions of this Section 4.13.1(a), each share the shares of Company United Common Stock that is and United Preferred Stock, other than the shares canceled pursuant to Section 3.1(a)(ii), issued and outstanding immediately prior to the Effective TimeTime shall, together with the associated Company Right (excluding any shares of Company Common Stock canceled pursuant to Section 4.1(b) and any Dissenting Shares) shall by virtue of the Merger and without any action on the part of the holder thereof become and holders thereof, be converted into the right to receive cash in the amount validly issued, fully paid and non-assessable shares of Common Stock of Brands, par value $7.25 (or any higher price .001 per share paid pursuant to ("BRANDS COMMON STOCK"), at an exchange ratio (the Offer"EXCHANGE RATIO") of one share of Brands Common Stock for each whole share of Company United Common Stock and or United Preferred Stock (the associated Company Right"MERGER CONSIDERATION"). (div) At In connection with the Effective TimeMerger, holders of Company all options to purchase United Common Stock shall cease to be, and shall have no rights as, Stockholders, other than to receive any dividend or other distribution with respect to such Company Common Stock with a record date occurring outstanding immediately prior to the Effective Time shall be automatically converted without any further action into an option to purchase one share of Brands Common Stock for each share of United Common Stock underlying the option. (b) Except as set forth on Schedule 3.1(b), if, at any time during the period between the date of this Agreement and the consideration provided under this Article 4. After the Effective Time, there shall be no transfers on United changes the stock transfer books of the Company number of shares of Company United Common StockStock or United Preferred Stock issued and outstanding or Brands changes the number of shares of Brands Common Stock issued and outstanding, in each case as a result of a stock split, reverse stock split, stock dividend, recapitalization, redenomination of share capital or other similar transaction with an effective date or record date, as applicable, prior to the Effective Time, the Exchange Ratio and any other items dependent thereon shall be appropriately adjusted.

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (ai) Each each share of Company Common Stock issued and outstanding share of common stock, par value $.01 per share, of Merger Sub immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.01(a)(iii) and any Dissenting Shares (as defined in Section 2.06(a))) shall be converted into one validly issued, fully paid and non-assessable share the right to receive the Per Share Common Consideration in the form of common stock, par value $.01 per share, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall, following the Merger, evidence ownership of the same number of shares of common stock of the Surviving Corporation.Parent Shares; (bii) Each each share of Company Common Stock, together with the associated Company Right, Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Preferred Stock to be canceled pursuant to Section 2.01(a)(iii) and any Dissenting Shares) shall be converted into the right to receive the Per Share Preferred Consideration in the form of Parent Shares; (iii) each share of Company Stock held in the treasury of the Company and each share of Company Stock owned by the Company, Parent, Merger Sub, Parent or any Subsidiary direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto.; and (civ) Subject to the other provisions of this Section 4.1, each share of Company Common Stock that is common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, together with the associated Company Right (excluding any shares of Company Common Stock canceled pursuant to Section 4.1(b) and any Dissenting Shares) Time shall by virtue of the Merger and without any action on the part of the holder thereof become and be converted into the right to receive cash in the amount of $7.25 (or any higher price per share and exchanged for one validly issued, fully paid pursuant to the Offer) for each whole and nonassessable share of Company Common Stock and common stock, par value $0.0001 per share, of the associated Company RightSurviving Corporation. The stock certificate evidencing shares of common stock of Merger Sub shall then evidence ownership of all the outstanding shares of capital stock of the Surviving Corporation. (db) At As used in this Agreement, the Effective Time, holders of Company Common Stock shall cease to be, and shall following terms have no rights as, Stockholders, other than to receive any dividend or other distribution with respect to such Company Common Stock with a record date occurring prior to the Effective Time and the consideration provided under this Article 4. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock.following meanings:

Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities: (a) Each Subject to the provisions of this Agreement and any applicable backup or other withholding requirements, each of the issued and outstanding share shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") as of the Effective Time (except for Dissenting Shares, as defined in Section 1.7 hereof) shall be converted into .55 shares (the "Exchange Ratio"), of the common stock of Purchaser, par value $.01 per shareshare (the "Purchaser Stock"), subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Sub immediately prior to the Effective Time Consideration"). The Exchange Ratio shall be converted into one validly issuedsubject to appropriate adjustment in the event of a stock split, fully paid and non-assessable share stock dividend or recapitalization after the date of common stock, par value $.01 per share, this Agreement applicable to shares of the Surviving Corporation, and Purchaser Stock or the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall, following the Merger, evidence ownership of the same number of shares of common stock of the Surviving CorporationCompany Stock. (b) Each No fractional shares of Purchaser Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Company Common Stock, together with the associated Company Right, issued and outstanding and owned by the Company, Parent, Merger Sub, or any Subsidiary of Parent or of the Company immediately prior Purchaser Stock pursuant to the Effective Time provisions hereof shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect theretoreceive an amount in cash pursuant to Section 1.5(d) hereof. (c) Subject to the other provisions of this Section 4.1Agreement, each share at the Effective Time, the shares of Company Common Stock that is issued and Merger Sub common stock outstanding immediately prior to the Effective Timemerger shall be converted, together with the associated Company Right (excluding any shares of Company Common Stock canceled pursuant to Section 4.1(b) and any Dissenting Shares) shall by virtue of the Merger and without any action on the part of the holder thereof become and be converted thereof, into the right to receive cash in the amount of $7.25 (or any higher price per share paid pursuant to the Offer) for each whole one share of Company the common stock of the Surviving Corporation (the "Surviving Corporation Common Stock and Stock"), which one share of the associated Company Right. (d) At the Effective Time, holders of Company Surviving Corporation Common Stock shall cease to be, constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall have no rights as, Stockholders, other than to receive any dividend or other distribution with respect to such Company Common Stock with a record date occurring prior to the Effective Time and the consideration provided under this Article 4. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stockowned by Purchaser.

Merger Consideration. The manner and basis of converting the shares of Company Common Stock upon consummation of the Merger shall be as set forth in this Section 3.1. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or any holder of Company Common Stock or holder of capital stock of Merger Sub, the Company or the holders of any of the following securities: (a) Each issued and outstanding share of common stock, par value $.01 per share, of Merger Sub immediately prior Subject to the Effective Time shall be converted into one validly issuedother provisions of this Section 3.1, fully paid and non-assessable each share of common stock, par value $.01 per share, of the Surviving CorporationCompany (the "Company Common Stock") issued and outstanding immediately prior to the Effective Time (excluding any treasury shares and shares held by Parent, Merger Sub or any Subsidiary of Parent or Merger Sub, which will be cancelled in accordance with Section 3.1(c), and the Surviving Corporation Dissenting Shares, which will be treated in accordance with Section 3.3) shall be a wholly-owned subsidiary of Parent. Each stock certificate of converted into the right to receive $23.10, without interest (the "Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall, following the Merger, evidence ownership of the same number of shares of common stock of the Surviving CorporationConsideration"). (b) Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent hereunder (the "Exchange Agent") for the purpose of exchanging Company Certificates and Company Book-Entry Shares hereunder for the Merger Consideration. (c) Each share of Company Common Stock, together with Stock held in the associated treasury of the Company Right, issued and outstanding and each share of Company Common Stock owned by the Company, Parent, Merger Sub, Sub or any Subsidiary of Parent or of the Company Merger Sub immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (c) Subject to the other provisions of this Section 4.1, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time, together with the associated Company Right (excluding any shares of Company Common Stock canceled pursuant to Section 4.1(b) and any Dissenting Shares) shall by virtue of the Merger and without any action on the part of the holder thereof become and be converted into the right to receive cash in the amount of $7.25 (or any higher price per share paid pursuant to the Offer) for each whole share of Company Common Stock and the associated Company Right. (d) At the Effective Time, holders all shares of Company Common Stock shall will no longer be outstanding and will automatically be canceled and retired, and each holder of a Company Certificate or Company Book-Entry Shares will cease to behave any rights with respect thereto, and shall have no rights as, Stockholders, other than except the right to receive any dividend or other distribution the Merger Consideration applicable thereto pursuant to Section 3.1(a). (e) The Company, immediately before the Effective Time, shall cancel all rights with respect to such each outstanding option or right to purchase shares of Company Common Stock with (the "Company Stock Options") under any employee or director stock option or stock purchase plan or arrangement or agreement of the Company listed on Section 3.1 of the Company Disclosure Schedule (the "Company Stock Option Plans"), and Parent immediately after the Effective Time shall pay (less applicable withholdings and without interest) to each holder of a record date occurring prior Company Stock Option which has been cancelled an amount equal to (A) times (B), where (A) equals $23.10 minus the per share exercise price under his or her Company Stock Option and (B) is the number of shares of Company Common Stock subject to his or her Company Stock Option immediately before the Effective Time. Prior to the Effective Time and subject to the consideration provided effectiveness of the Merger, the Company shall take all actions that may be necessary (under the plans and/or agreements pursuant to which Company Stock Options are outstanding and otherwise) to effectuate the provisions of this Article 4Section 3.1(e). After The foregoing provisions of this Section 3.1(e) shall not apply to the following Company Stock Option Plans: the Company's 2002 Employee Stock Purchase Plan, the Company's 2000 Employee Stock Purchase Plan and the Company's 1995 Employee Stock Purchase Plan or any other plan, program or arrangement intending to qualify as a stock purchase plan under Section 423 of the Code (the "Company ESPPs"). The Company ESPPs and all outstanding rights thereunder shall terminate at the Effective Time, there Time and the offering periods thereunder shall be no transfers deemed to end on the stock transfer books NYSE trading day immediately following the date hereof, and the rights of each participating employee then outstanding shall be deemed to be automatically exercised on such NYSE trading day. On such trading day, each participating employee will be credited with the Company number of shares of Company Common StockStock purchased for his or her account(s) under the Company ESPPs during such offering period. The Board of Directors of the Company shall send written notice of the Merger that will result in the termination of the Company ESPPs to all participating employees not later than ten (10) Business Days after the date hereof. No new offering periods will be allowed to commence under the Company ESPPs during the period prior to the Closing unless this Agreement has been terminated. (f) As of the Effective Time, each outstanding Company Warrant listed on Section 3.1 of the Company Disclosure Schedule shall be converted into a warrant to receive cash as provided in this Section 3.1(f). Following the Effective Time, each outstanding Company Warrant shall continue to have, and shall be subject to, the terms and conditions of the applicable Company Warrant, except that

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) Each issued and outstanding Company Stockholders, each share of common stock, par value $.01 per share, of Merger Sub Company Preferred Stock outstanding immediately prior to the Effective Time shall be converted into one validly issuedcancelled and terminated and exchanged for the right to receive the applicable portion of the Preferred Stock Merger Consideration (subject to (i) any reduction for the payment of Company Expenses as provided in Section 2.2(b), fully paid (ii) the Holdback Amount provisions of Section 2.2(c), and non-assessable (iii) the Stockholder Representative Holdback described in Section 8.6) allocated to each share of common stock, par value $.01 per share, of Company Preferred Stock issued and outstanding immediately prior to the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of Effective Time (other than any such shares of common stock of Merger Sub shallto be cancelled pursuant to Section 2.1(d) and any Dissenting Shares (as defined in Section 2.6)) on a pro rata liquidation preference basis based upon the requirements set forth in Article Fourth, following the Merger, evidence ownership Paragraph B(2) of the same number Amended and Restated Certificate of shares of common stock Incorporation of the Surviving Corporation.Company, as in effect at the Effective Time; (b) Each share At the Effective Time, by virtue of Company Common Stock, together with the associated Company Right, issued Merger and outstanding and owned by without any action on the Company, part of Parent, Merger Sub, the Company or any Subsidiary Company Stockholders, each share of Parent or Company Common Stock outstanding immediately prior to the Effective Time shall be cancelled and terminated and exchanged for the right to receive $0.0001 per share, other than shares being cancelled pursuant to Section 2.1(d) and any Dissenting Shares; (c) Immediately following the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, any Company Stockholders or any holders of Company Options, each Company Option outstanding immediately prior to the Effective Time shall be canceled and extinguished without any conversion or assumption thereof and no payment or distribution shall be made with respect thereto.; (cd) Subject to the other provisions of this Section 4.1, each share of Company Common Stock held in the treasury of the Company, each Company Option and each share of Company Stock owned by Parent or any direct or indirect wholly-owned subsidiary of Parent or the Company, or any direct or indirect parent of Parent ("Parent Stock") shall be cancelled and extinguished without any conversion thereof; provided that is the Parent Stock shall be deemed to be outstanding for purposes of the pro rata computations in Sections 2.1, 2.2(a) and 2.2(b) and Parent shall have such rights provided to a Company Securityholder under those sections based on its ownership of the Company Preferred Stock prior to the Merger; and (e) each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time, together with the associated Company Right (excluding any shares of Company Common Stock canceled pursuant to Section 4.1(b) and any Dissenting Shares) Time shall by virtue of the Merger and without any action on the part of the holder thereof become and be converted into and exchanged for the right to receive cash in following shares of the amount of $7.25 (or any higher price per share paid pursuant to the Offer) for each whole share of Company Surviving Corporation: Series A Preferred Stock 168,262.72 Series A-2 Preferred Stock 60,557.16 Series B Preferred Stock 143,027.53 Common Stock and the associated Company Right. (d) At the Effective Time, holders 168,262.72 Each stock certificate evidencing shares of Company Common Stock Merger Sub shall cease to be, and shall have no rights as, Stockholders, other than to receive any dividend or other distribution with respect to such Company Common Stock with a record date occurring prior to the Effective Time and the consideration provided under this Article 4. After the Effective Time, there shall be no transfers on the stock transfer books of the Company evidence ownership of shares of Company Common Stockthe Surviving Corporation as set forth herein.

Merger Consideration. At 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, Merger Sub, the Company Sub or the holders any holder of any shares of capital stock of the following securitiesCompany: (a) Each Company Share issued and outstanding immediately prior to the Effective Time (other than Dissenters' Shares, Treasury Shares and shares held directly or indirectly by Parent), will be converted into the right to receive, from the Surviving Corporation, an amount of cash equal to the Offer Price (the "MERGER CONSIDERATION"). (b) At the Effective Time, each Company Share, other than Dissenter's Shares, shall no longer be outstanding, shall be canceled and retired and shall cease to exist, and each certificate (a "CERTIFICATE") formerly representing any of such Company Shares shall thereafter represent only the right to receive the Offer Price. (c) In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the Company changes the number of Company Shares issued and outstanding as a result of a stock split, stock combination, stock dividend, recapitalization, redenomination of share capital or other similar transaction, the Merger Consideration and other items dependent thereon shall be appropriately adjusted to provide to the holders of Company Shares the same economic effect as contemplated by this Agreement prior to such stock split, stock combination, stock dividend, recapitalization, redenomination of share capital or other similar transaction. (d) Each Company Share that, immediately prior to the Effective Time, is a Treasury Share or is owned directly or indirectly by Parent, will be canceled and retired and will cease to exist, and no exchange or payment will be made therefor. (e) At the Effective Time, each share of common stock, par value $.01 0.01 per shareshare ("SUBSIDIARY COMMON STOCK"), of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into remain outstanding and each certificate therefor shall continue to evidence one validly issued, fully paid and non-assessable share of common stock, par value $.01 per share, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall, following the Merger, evidence ownership of the same number of shares of common stock of the Surviving Corporation. (b) Each share of Company Common Stock, together with the associated Company Right, issued and outstanding and owned by the Company, Parent, Merger Sub, or any Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (c) Subject to the other provisions of this Section 4.1, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time, together with the associated Company Right (excluding any shares of Company Common Stock canceled pursuant to Section 4.1(b) and any Dissenting Shares) shall by virtue of the Merger and without any action on the part of the holder thereof become and be converted into the right to receive cash in the amount of $7.25 (or any higher price per share paid pursuant to the Offer) for each whole share of Company Common Stock and the associated Company Right. (d) At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, Stockholders, other than to receive any dividend or other distribution with respect to such Company Common Stock with a record date occurring prior to the Effective Time and the consideration provided under this Article 4. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock.

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders any holder of any capital stock of the following securities: (a) Each issued and outstanding Company, each share of common stockCommon Stock, $.0001 par value $.01 per share, of Merger Sub immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock, par value $.01 per share, of the Surviving CorporationCompany (collectively, and the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall, following the Merger, evidence ownership of the same number of shares of common stock of the Surviving Corporation. (b) Each share of "Company Common Stock, together with the associated Shares") (other than (i) those Company Right, issued and outstanding and owned Common Shares held by the Company, Parent, Merger Sub, or any Subsidiary of Parent or stockholder of the Company immediately prior to the Effective Time shall be canceled ("Company Stockholder") who properly exercises any appraisal rights available under applicable law ("Dissenting Shares"), and extinguished without any conversion thereof and no payment shall be made with respect thereto. (cii) Subject to the other provisions of this Section 4.1, each share of Company Common Stock that is Shares held in treasury ("Treasury Shares")), issued and outstanding immediately prior to the Effective Time, together with the associated Company Right (excluding any shares of Company Common Stock shall be canceled pursuant and retired and cease to Section 4.1(b) exist, and any Dissenting Shares) shall by virtue of the Merger and without any action on the part of the holder thereof become and be converted into thereafter represent the right to receive cash in that fraction (the amount "Exchange Ratio") of a share of the Common Stock, par value $7.25 .01 per share, of Parent (or any higher price per share paid pursuant to "Parent Common Stock"), calculated as the Offerquotient obtained by dividing (A) for each whole share 1,750,000, by (B) the sum of (I) the number of Company Common Stock Shares issued and the associated Company Right. (d) At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, Stockholders, other than to receive any dividend or other distribution with respect to such Company Common Stock with a record date occurring outstanding immediately prior to the Effective Time (including Dissenting Shares and Company Common Shares acquired upon conversion of all Company Preferred Shares converted and Other Purchase Rights (as defined in Section 3.02(c)) exercised prior to the Closing in accordance with Section 6.02(f), but excluding Treasury Shares) as set forth in the Capitalization Certificate delivered by the Company pursuant to Section 6.02(g), and (II) the number of Company Stock Options outstanding immediately prior to the Effective Time. Such fraction of a share of Parent Common Stock is also referred to herein as the "Per Share Merger Consideration." (b) Notwithstanding anything to the contrary contained herein, no shares of Parent Common Stock shall be delivered in the Merger to any Company Stockholder who has not voted in favor of, or consented to, the adoption of this Agreement until the surrender by such Company Stockholder of a Certificate (as defined in Section 2.02) with respect to the Company Common Shares owned by such Company Stockholder together with a Transmittal Letter (as defined in Section 2.02) with respect thereto and the consideration provided abandonment by such Company Stockholder of any and all appraisal rights to which such Company Stockholder may be entitled under this Article 4. After applicable laws. (c) At and as of the Effective Time, there the Treasury Shares shall not represent the right to receive the Per Share Merger Consideration. At and as of the Effective Time, all such Treasury Shares shall be canceled and retired and shall cease to exist, and no transfers on the stock transfer books of the Company of shares of Company Common Stockcash, securities or other property shall be payable in respect thereof.

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (ai) Each share of Company Common Stock (all issued and outstanding share shares of common stockCompany Common Stock being hereinafter collectively referred to as the "COMPANY SHARES"), par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and any Company Shares to be canceled pursuant to Section 2.01(a)(ii)) shall be converted converted, subject to Section 2.02(e), into one validly issued, fully paid and non-assessable share of common stock, par value $.01 per share, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall, following the Merger, evidence ownership of the same right to receive that number of shares of common stock Parent Common Stock equal to the quotient (the "EXCHANGE RATIO") obtained by dividing (i) the difference between (a) the number of shares of Parent Common Stock outstanding immediately prior to the Effective Time and (b) one (the "PARENT SHARES"), by (ii) the sum of (A) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and (B) the number of shares of Company Common Stock issuable upon exercise of all of the Surviving CorporationCompany Warrants issued and outstanding on the date of this Agreement; PROVIDED that any principal amount and interest outstanding under any of the Amended Notes that has not been converted immediately prior to the Effective Time pursuant to the terms of the Note Conversion Agreement into shares of Company Common Stock shall be deemed to have been converted into Company Common Stock pursuant to the terms of the Note Conversion Agreement immediately prior to the Effective Time for the purpose of calculating the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time pursuant to (ii)(A) above. At the Effective Time, each Company Share shall be canceled, cease to be outstanding and cease to exist and each holder of Company Shares shall thereafter cease to have any rights with respect to such shares, except the right to receive, without interest, Parent Shares in accordance with this Section 2.01(a)(i) and cash for fractional Parent Shares in accordance with Section 2.02(e). (bii) Each share of Company Common Stock, together with Stock held in the associated treasury of the Company Right, issued and outstanding and each share of Company Stock owned by the Company, Parent, Merger Sub, Parent or any Subsidiary direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto. (ciii) Subject to the other provisions of this Section 4.1, each Each share of Company Common Stock that is common stock of Merger Sub issued and outstanding immediately prior to the Effective Time, together with the associated Company Right (excluding any shares of Company Common Stock canceled pursuant to Section 4.1(b) and any Dissenting Shares) Time shall by virtue of the Merger and without any action on the part of the holder thereof become and be converted into the right to receive cash in the amount of $7.25 (or any higher price per share and exchanged for one validly issued, fully paid pursuant to the Offer) for each whole and nonassessable share of Company Common Stock and the associated Company Right. (d) At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, Stockholders, other than to receive any dividend or other distribution with respect to such Company Common Stock with a record date occurring prior to the Effective Time and the consideration provided under this Article 4. After the Effective Time, there shall be no transfers on the common stock transfer books of the Company of Surviving Corporation. The stock certificate evidencing shares of Company Common Stockcommon stock of Merger Sub shall then evidence ownership of the outstanding shares of common stock of the Surviving Corporation.

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any further action on by the part of Merger SubCompany, the Company Acquisition Subsidiary or the holders Target REIT, each Target REIT Stockholder (other than the Company) shall receive for each share of any Target Stock that such Target REIT Stockholder holds of record, cash (without interest) in an amount equal to $127,290.00 (and for each fractional share of Target Stock held, $127,290.00 times the applicable fraction, rounded up to the nearest $.01) (the “Merger Consideration”). The Company shall pay the Merger Consideration by check or ACH deposit sent to each Target REIT Stockholder on or prior to the date 30 days following the Effective Time. (b) At the Effective Time, by virtue of the following securities: Merger and without any further action by any party, (ai) Each issued and outstanding the one (1) share of Target REIT common stock, $.01 par value, shall be converted into one (1) share of common stock, par value $.01 per sharepar value, of the Surviving Corporation and (ii) the eight-and-one-half (8.5) shares of Target Stock held by the Company shall be cancelled and shall cease to exist and no Merger Sub Consideration or other consideration shall be delivered in exchange therefor, and the Company hereby waives any right that it may have under the certificate of incorporation of the Target REIT or otherwise to receive any consideration in the Merger in respect of such shares of Target Stock. (c) The directors and officers of the Acquisition Subsidiary immediately prior to the Effective Time shall be converted into one validly issued, fully paid the directors and non-assessable share of common stock, par value $.01 per share, officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The certificate of incorporation and bylaws of the Surviving Corporation immediately following the Effective Time shall be amended and restated in their entirety so that such certificate of incorporation and bylaws are identical to the certificate of incorporation and bylaws, respectively, of the Acquisition Subsidiary, except that the name of the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall, following amended to be the Merger, evidence ownership name of the same number of shares of common stock of the Surviving Corporation. (b) Each share of Company Common Stock, together with the associated Company Right, issued and outstanding and owned by the Company, Parent, Merger Sub, or any Subsidiary of Parent or of the Company Target REIT immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (c) Subject to the other provisions of this Section 4.1, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time, together with the associated Company Right (excluding any shares of Company Common Stock canceled pursuant to Section 4.1(b) and any Dissenting Shares) shall by virtue of the Merger and without any action on the part of the holder thereof become and be converted into the right to receive cash in the amount of $7.25 (or any higher price per share paid pursuant to the Offer) for each whole share of Company Common Stock and the associated Company Right. (d) At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, Stockholders, other than to receive any dividend or other distribution with respect to such Company Common Stock with a record date occurring prior to the Effective Time and the consideration provided under this Article 4. After identity of the incorporator shall be deleted. (d) The Merger Consideration shall be proportionately adjusted to reflect any reclassification, stock split, reverse split, stock dividend, reorganization, recapitalization or other like change with respect to the Target Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock.

Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities: (a) Each issued and outstanding share of common stock, par value $.01 0.01 per share, of Merger Sub immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock, no par value $.01 per share, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall, following the Merger, evidence ownership of the same number of shares of common stock of the Surviving Corporation. (b) Each share of Company Common Stock, together with the associated Company Right, issued and outstanding and Stock owned by the Company, Parent, Merger Sub, or any Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (c) Subject to the other provisions of this Section 4.13.1, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time, together with the associated Company Right Time (excluding any shares of Company Common Stock canceled pursuant to Section 4.1(b3.1(b) and any Dissenting Shares) ), shall by virtue of the Merger and without any action on the part of the holder thereof become and be converted into the right to receive (1) 0.0901 shares of Parent Common Stock (the "EXCHANGE RATIO") and (2) $0.1877 in cash without interest. No fractional shares of Parent Common Stock shall be issued, and, in the amount of $7.25 (or any higher price per share paid lieu thereof, a cash payment shall be made pursuant to Section 3.2(e). The cash consideration is being paid to compensate the Offer) Company's shareholders for each whole share of Company Common Stock and the associated Company Rightadditional capital contributed on September 8, 2000 by R. Stevxx Xxxxxx, Xxraxx X. Xxxxxxx, Xx., Xxrk X. Xxxxxxx xxx Arthxx Xxxxxx. (d) At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, Stockholders, other than to receive any dividend or other distribution with respect to such Company Common Stock with a record date occurring prior to the Effective Time and the consideration provided under this Article 43. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock. (e) If, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock shall have been changed into a different number of shares, by reason of any reclassification, stock dividend, stock split or combination of shares (or if during such period a record date with respect to any of the foregoing should occur), the Exchange Ratio shall be correspondingly adjusted to reflect such reclassification, stock dividend, stock split or combination of shares.

Merger Consideration. At (a) As of the Effective Time, by virtue of the AA Merger and without any action on the part of Merger any shareholder of Amerasia or AA Sub, the Company or the holders of any of the following securities: (ai) Each issued and outstanding share of common stock, par value $.01 .001 per share, of Merger AA Sub that is issued and outstanding immediately prior to the Effective Time shall be automatically converted without any further action into one validly issued, fully paid and non-assessable share of common stock, no par value $.01 per share, of the AA Surviving Corporation, and shall constitute the only issued and outstanding capital stock of the AA Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall, following the Merger, evidence ownership of the same number of shares of common stock of the Surviving Corporation. (bii) Each share of Company the common stock of Amerasia, no par value ("Amerasia Common Stock"), that is owned by Amerasia as treasury stock and any shares of Amerasia Common Stock that are owned by Bluestone shall be canceled and shall cease to exist, and no stock of Bluestone or other consideration shall be delivered in exchange therefor. (iii) Subject to the provisions of this Section 3.1(a), the shares of Amerasia Common Stock, together with other than the associated Company Rightshares canceled pursuant to Section 3.1(a)(ii), issued and outstanding and owned by the Company, Parent, Merger Sub, or any Subsidiary of Parent or of the Company immediately prior to the Effective Time shall, by virtue of the AA Merger and without any action on the part of the holders thereof, be converted into the right to receive validly issued, fully paid and non-assessable shares of Common Stock of Bluestone, par value $.001 per share ("Bluestone Common Stock"), at an exchange ratio (the "AA Exchange Ratio") of 4.6223537 share of Bluestone Common Stock for each share of Amerasia Common Stock (the "AA Merger Consideration"). (b) Except as set forth on Schedule 3.1(b), if, at any time during the period between the date of this Agreement and the Effective Time, Amerasia changes the number of shares of Amerasia Common Stock issued and outstanding or Bluestone changes the number of shares of Bluestone Common Stock issued and outstanding, in each case as a result of a stock split, reverse stock split, stock dividend, recapitalization, redenomination of share capital or other similar transaction with an Effective Time or record date, as applicable, prior to the Effective Time, the AA Exchange Ratio and any other items dependent thereon shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect theretoappropriately adjusted. (c) Subject to As of the other provisions Effective Time, by virtue of this Section 4.1, each the LGST Merger and without any action on the part of any shareholder of L&G or LGST Sub: (i) Each share of Company Common Stock common stock, par value $.001 per share, of LGST Sub that is issued and outstanding immediately prior to the Effective TimeTime shall be automatically converted without any further action into one fully paid and non-assessable share of common stock, together with no par value per share, of the associated Company Right LG Surviving Corporation, and shall constitute the only issued and outstanding capital stock of the LG Surviving Corporation following the Merger. (excluding ii) Each share of the common stock of L&G, no par value ("L&G Common Stock"), that is owned by L&G as treasury stock and any shares of Company L&G Common Stock that are owned by Bluestone shall be canceled and shall cease to exist, and no stock of Bluestone or other consideration shall be delivered in exchange therefor. (iii) Subject to the provisions of this Section 3.1(c), the shares of L&G Common Stock, other than the shares canceled pursuant to Section 4.1(b) 3.1(c)(ii), issued and any Dissenting Shares) shall outstanding immediately prior to the Effective Time shall, by virtue of the L&G Merger and without any action on the part of the holder thereof become and holders thereof, be converted into the right to receive cash in the amount validly issued, fully paid and non-assessable shares of Common Stock of Bluestone, par value $7.25 (or any higher price .001 per share paid pursuant to ("Bluestone Common Stock"), at an exchange ratio (the Offer"L&G Exchange Ratio") of NINETY (90) shares of Bluestone Common Stock for each whole share of Company L&G Common Stock (the "L&G Merger Consideration" and, together with the AA Merger Consideration, the "Merger Consideration"). Except as set forth on Schedule 3.1(d), if, at any time during the period between the date of this Agreement and the associated Company Right. (d) At the Effective Time, holders L&G changes the number of Company shares of L&G Common Stock shall cease to beissued and outstanding or Bluestone changes the number of shares of Bluestone Common Stock issued and outstanding, and shall have no rights asin each case as a result of a stock split, Stockholdersreverse stock split, other than to receive any dividend stock dividend, recapitalization, redenomination of share capital or other distribution similar transaction with respect to such Company Common Stock with a an Effective Time or record date occurring date, as applicable, prior to the Effective Time and the consideration provided under this Article 4. After the Effective Time, there the L&G Exchange Ratio and any other items dependent thereon shall be no transfers on the stock transfer books of the Company of shares of Company Common Stockappropriately adjusted.

Merger Consideration. At (a) As of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the any stockholder of Company or the holders of any of the following securitiesBuyer: (ai) Each issued and outstanding share of common stock, par value $.01 per share, of Merger Sub Buyer that is issued and outstanding immediately prior to the Effective Time shall be automatically converted without any further action into one validly issued, fully paid and non-assessable share of common stock, par value $.01 per share, of the Surviving Corporation, and shall constitute the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall, following the Merger, evidence ownership of the same number of shares of common only issued and outstanding capital stock of the Surviving CorporationCorporation following the Merger. (bii) Each share of the Company Common Stock that is owned by Company as treasury stock shall be canceled and shall cease to exist, and no cash, securities or other consideration shall be delivered in exchange therefor. (iii) Each share of Company Common Stock, together with other than the associated Company Rightshares canceled pursuant to Section 4.1(a)(ii), issued and outstanding and owned by the Company, Parent, Merger Sub, or any Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (c) Subject to the other provisions of this Section 4.1, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive from Buyer cash in the amount of $3.46 (the "MERGER CONSIDERATION"). (b) If, at any time during the period between the date of this Agreement and the Effective Time, together with Company changes the associated Company Right (excluding any number of shares of Company Common Stock canceled pursuant issued and outstanding as a result of a stock split, reverse stock split, stock dividend, recapitalization, redenomination of share capital or other similar transaction with an effective date or record date, as applicable, prior to Section 4.1(b) and any Dissenting Shares) shall by virtue of the Effective Time, the Merger and Consideration shall be appropriately adjusted. (c) In connection with the Merger: (i) At the Effective Time, without any action on the part of the holder thereof become thereof, each outstanding option to purchase shares of Company Common Stock granted under any Company stock option plan, including any stock option plan intended to be qualified under Section 423 of the Code (each such option a "COMPANY STOCK OPTION" and each such plan a "COMPANY STOCK OPTION PLAN") which remains as of such time unexercised in whole or in part, shall be converted into the vested right to receive from Buyer, pursuant to Section 4.3, cash in the an amount of $7.25 (or any higher price per share paid pursuant equal to the Offer) for each whole share excess, if any, of the Merger Consideration over the exercise price of such Company Common Stock and Option (the associated Company Right"COMPANY STOCK OPTION CONSIDERATION"). (dii) At The Board of Directors of Company (or a duly appointed committee thereof responsible for the administration of the Company Stock Option Plans in accordance with the terms of each such plan) shall, prior to or as of the Effective Time, holders of Company Common Stock shall cease take all necessary actions, pursuant to be, and shall have no rights as, Stockholders, other than to receive any dividend or other distribution in accordance with respect to such Company Common Stock with a record date occurring prior to the Effective Time and the consideration provided under this Article 4. After the Effective Time, there shall be no transfers on the stock transfer books terms of the Company Stock Option Plans and the instruments evidencing the Company Stock Options, to provide for the conversion of shares of the Company Common StockStock Options in accordance with subparagraph (i) above.

Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities: (a) Each issued and outstanding share of common stock, par value $.01 0.01 per share, of Merger Sub immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock, no par value $.01 per share, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall, following the Merger, evidence ownership of the same number of shares of common stock of the Surviving Corporation. (b) Each share of Company Common Stock, together with the associated Company Right, issued and outstanding and Stock owned by the Company, Parent, Merger Sub, or any Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (c) Subject to the other provisions of this Section 4.13.1, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time, together with the associated Company Right Time (excluding any shares of Company Common Stock canceled pursuant to Section 4.1(b3.1(b) and any Dissenting Shares) ), shall by virtue of the Merger and without any action on the part of the holder thereof become and be converted into the right to receive (1) 0.0901 shares of Parent Common Stock (the "EXCHANGE RATIO") and (2) $0.1877 in cash without interest. No fractional shares of Parent Common Stock shall be issued, and, in the amount of $7.25 (or any higher price per share paid lieu thereof, a cash payment shall be made pursuant to Section 3.2(e). The cash consideration is being paid to compensate the Offer) Company's shareholders for each whole share of Company Common Stock the additional capital contributed on September 8, 2000 by R. Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxxx, Xx., Xxxx X. Xxxxxxx and the associated Company RightXxxxxx Xxxxxx. (d) At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, Stockholders, other than to receive any dividend or other distribution with respect to such Company Common Stock with a record date occurring prior to the Effective Time and the consideration provided under this Article 43. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock. (e) If, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock shall have been changed into a different number of shares, by reason of any reclassification, stock dividend, stock split or combination of shares (or if during such period a record date with respect to any of the foregoing should occur), the Exchange Ratio shall be correspondingly adjusted to reflect such reclassification, stock dividend, stock split or combination of shares.

Merger Consideration. At 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, Merger Sub, the Company or the holders of any shareholder of the following securitiesCompany or Merger Sub: (a) Each issued and outstanding share of common stock, par value $.01 0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid paid, and non-assessable nonassessable share of common stock, par value $.01 0.01 per share, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall, following the Merger, evidence ownership of the same number of shares of common stock share of the Surviving Corporation. (b) Each share of Company Common Stock, together with the associated Company Right, issued and outstanding and owned by the Company, Parent, Merger Sub, or any Subsidiary of Parent or of the Company Stock held as Treasury Stock immediately prior to the Effective Time shall be canceled cancelled and extinguished retired at the Effective Time without any conversion thereof thereof, and no payment shall be made with respect thereto.. 2 (c) Subject to the other provisions of this Section 4.1, each Each share of Company Common Stock that is owned by any wholly owned Subsidiary of the Company or by any wholly owned Subsidiary of Buyer (other than Merger Sub), in each case, other than shares held in a fiduciary capacity (including custodial or agency), shall remain outstanding as shares of the Surviving Company, and no cash or other consideration shall be delivered in exchange therefor. (d) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, together with the associated Company Right Time (excluding any other than Treasury Stock and shares of Company Common Stock canceled pursuant referred to in Section 4.1(b) and any Dissenting Shares2.1(c)) shall by virtue of the Merger and without any action on the part of the holder thereof become and be converted into into, as provided in and subject to the limitations set forth in this Agreement, the right to receive in cash in $21.00 (the amount of $7.25 (or any higher price per share paid pursuant “Merger Consideration”). The Merger Consideration shall be payable to the Offerholder thereof, in each case without interest and less applicable Tax withholdings, if any, upon surrender of the certificate formerly representing such share of the Company Common Stock and such other documents as Buyer reasonably may require in accordance with Section 2.3. (e) for In addition to the Merger Consideration, Buyer shall pay or cause to be paid together with the Merger Consideration (i) any regular quarterly dividend declared in accordance with Section 5.1(c) but unpaid as of the Closing Date, with respect to each whole share of Company Common Stock issued and outstanding on the associated Company Right. record date for such dividend; and (dii) At the Effective Time, holders an amount per share of Company Common Stock shall cease equal to be, and shall have no rights as, Stockholders, other than to receive any dividend or other distribution with respect to such Company Common Stock with a the product of $0.001 multiplied by the number of days from but not including the record date occurring for the most recent regular quarterly dividend declared in accordance with Section 5.1(c) and paid prior to the Effective Time Closing Date through and including the consideration provided under this Article 4. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common StockClosing Date.

Merger Consideration. At 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 Merger SubInvestor, the Company or the holders of any shareholder of the following securitiesCompany: (a) Each share of preferred stock, par value $1.00 per share, of Company (“Company Preferred Stock”) that is issued and outstanding share immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (b) Each unit of membership interest in Investor (“Investor Unit”) issued and outstanding immediately prior to the Effective Time shall become and be converted into the right to receive at the election of the holder thereof either: (i) 0.96679 shares of voting common stock, par value $.01 1.00 per share, of the Surviving Company (“Surviving Company Voting Common Stock”); or (ii) 0.96679 shares of nonvoting common stock, par value $1.00 per share, of the Surviving Company (“Surviving Company Non-Voting Common Stock,” and together with the Surviving Company Voting Common Stock, the “Surviving Company Common Stock”) with each holder of Investment Units being entitled to elect to receive Surviving Company Voting Common Stock, Surviving Company Non-Voting Common Stock or a combination thereof with respect to such holder’s aggregate holdings of Investor Units (the “Investor Merger Sub Consideration”). The aggregate Investor Merger Consideration represents approximately 60% of the Surviving Company Common Stock outstanding immediately after the Effective Time on a fully diluted basis, assuming aggregate commitments of the FHB Investors under the Equity Commitment Letters to subscribe for 2,161,887 Investor Units. (c) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Treasury Stock) shall become and be converted into, as provided in and subject to the provisions of this Agreement, the right to receive at the election of the holder thereof either: (i) $13.93 in cash (the “Cash Consideration”); or (ii) one share (the “Exchange Ratio”) of Surviving Company Common Stock (the “Stock Consideration”), with each holder of Company Common Stock being entitled to elect Cash Consideration, Stock Consideration or a combination thereof with respect to such shareholder’s aggregate holdings of Company Common Stock; provided, however, that, notwithstanding any other provision of this Agreement, an aggregate of 1,393,399 shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (the “Stock Conversion Number”), representing approximately 60% of the Company Common Stock outstanding as of the date of this Agreement and approximately 40% of the Surviving Company Common Stock outstanding immediately after the Effective Time, each on a fully diluted basis, shall be converted into the Stock Consideration and the remainder of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock, par value $.01 per share, of the Surviving Corporation, Cash Consideration. The Cash Consideration and the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Stock Consideration are sometimes referred to herein collectively as the “Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall, following the Merger, evidence ownership of the same number of shares of common stock of the Surviving CorporationConsideration. (b) Each share of Company Common Stock, together with the associated Company Right, issued and outstanding and owned by the Company, Parent, Merger Sub, or any Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (c) Subject to the other provisions of this Section 4.1, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time, together with the associated Company Right (excluding any shares of Company Common Stock canceled pursuant to Section 4.1(b) and any Dissenting Shares) shall by virtue of the Merger and without any action on the part of the holder thereof become and be converted into the right to receive cash in the amount of $7.25 (or any higher price per share paid pursuant to the Offer) for each whole share of Company Common Stock and the associated Company Right. (d) At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, Stockholders, other than to receive any dividend or other distribution with respect to such Company Common Stock with a record date occurring prior to the Effective Time and the consideration provided under this Article 4. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock.”

Merger Consideration. At (a) As of the Effective Time, by virtue of the Merger and without any action on the part of any stockholder of Metamor or Merger Sub, the Company or the holders of any of the following securitiesSubsidiary: (ai) Each issued and outstanding share of common stock, no par value $.01 per share, of Merger Sub Subsidiary that is issued and outstanding immediately prior to the Effective Time shall be automatically converted without any further action into one validly issued, fully paid and non-assessable share of common stock, no par value $.01 per share, of the Surviving Corporation, and shall constitute the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall, following the Merger, evidence ownership of the same number of shares of common only issued and outstanding capital stock of the Surviving CorporationCorporation following the Merger. (bii) Each share of Company Common Stockthe common stock of Metamor, together with the associated Company Rightpar value $.01 per share ("METAMOR COMMON STOCK"), issued and outstanding and that is owned by the Company, Parent, Merger Sub, Metamor as treasury stock and any shares of Metamor Common Stock that are owned by PSINet or any Subsidiary of Parent or of the Company immediately prior to the Effective Time its Subsidiaries shall be canceled and extinguished without any conversion thereof shall cease to exist, and no payment stock of PSINet or other consideration shall be made with respect theretodelivered in exchange therefor. (ciii) Subject to the other provisions of this Section 4.13.1(a), each share the shares of Company Metamor Common Stock that is Stock, other than the shares canceled pursuant to Section 3.1(a)(ii), issued and outstanding immediately prior to the Effective TimeTime shall, together with the associated Company Right (excluding any shares of Company Common Stock canceled pursuant to Section 4.1(b) and any Dissenting Shares) shall by virtue of the Merger and without any action on the part of the holder thereof become and holders thereof, be converted into the right to receive cash in validly issued, fully paid and non-assessable (subject to Section 630 of the amount New York Business Corporation Law) shares of Common Stock of PSINet, par value $7.25 (or any higher price .01 per share paid pursuant to ("PSINET COMMON STOCK"), at an exchange ratio (the Offer"EXCHANGE RATIO") of 0.9 shares of PSINet Common Stock for each whole share of Company Metamor Common Stock and (the associated Company Right"MERGER CONSIDERATION"). (db) If, at any time during the period between the date of this Agreement and the Effective Time, Metamor changes the number of shares of Metamor Common Stock issued and outstanding or PSINet changes the number of shares of PSINet Common Stock issued and outstanding, in each case as a result of a stock split, reverse stock split, stock dividend, recapitalization, redenomination of share capital or other similar transaction with an effective date or record date, as applicable, prior to the Effective Time, the Exchange Ratio and any other items dependent thereon shall be appropriately adjusted. (c) In connection with the Merger: (i) At the Effective Time, holders automatically and without any action on the part of Company the holder thereof, each option (whether or not vested) to purchase shares of Metamor Common Stock granted under all Metamor stock option plans, including any stock option plan intended to be qualified under Section 423 of the Code (each such option a "METAMOR OPTION" and each such plan a "METAMOR STOCK OPTION PLAN"), which remains as of such time unexercised in whole or in part, shall cease be assumed by PSINet and become an option (an "ASSUMED METAMOR OPTION") to bepurchase that number of shares of PSINet Common Stock obtained by multiplying the number of shares of Metamor Common Stock issuable upon the exercise of such Metamor Option by the Exchange Ratio at an exercise price per share equal to the per share exercise price of such Metamor Option divided by the Exchange Ratio. If the foregoing calculation results in an Assumed Metamor Option being exercisable for a fraction of a share of PSINet Common Stock, the number of shares of PSINet Common Stock subject to such Assumed Metamor Option shall be rounded down to the nearest whole number of shares. The Assumed Metamor Option (A) shall provide the optionee with the same vesting and other rights, limitations and obligations that the optionee had under the Metamor Option before such assumption, and (B) shall have no rights as, Stockholders, other than to receive any dividend not give the optionee additional vesting or other distribution with respect to rights, limitations or obligations that he did not have under the Metamor Option before such Company Common Stock with a record date occurring prior to the Effective Time and the consideration provided under this Article 4. After assumption. (ii) As soon as practicable after the Effective Time, there PSINet (A) shall be no transfers on deliver to the stock transfer books holders of the Company Metamor Options appropriate agreements evidencing PSINet's assumption of such options, and (B) shall file a registration statement on Form S-8 (or any successor or other appropriate forms) with respect to the shares of Company PSINet Common StockStock issuable in respect of the Assumed Metamor Options. PSINet shall use all reasonable efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Assumed Metamor Options remain outstanding. (iii) At the Effective Time, PSINet agrees to assume the Metamor Stock Option Plans with such amendments thereto as may be required to reflect the Merger, including the substitution of PSINet Common Stock for Metamor Common Stock thereunder. (iv) The Board of Directors of Metamor (or a duly appointed committee thereof responsible for the administration of the Metamor Stock Option Plans in accordance with the terms of each such plan) shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Metamor Stock Option Plans and the instruments evidencing the Metamor Options, to provide for the conversion of the Metamor Options into the Assumed Metamor Options in accordance with subparagraph (i) above. (v) All Metamor Options shall, prior to and subsequent to the Effective Time, continue to vest and be exercisable under the terms of the respective Metamor Option and associated Metamor Stock Option Plan.

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Merger Subthe holder thereof, the each share of Company or the holders of any of the following securities: (a) Each Stock issued and outstanding share of common stock, par value $.01 per share, of Merger Sub immediately prior to the Effective Time (“Company Closing Shares”) shall, subject to the conditions hereinafter stated, automatically be cancelled and retired and shall be converted into one validly issuedcease to exist and, fully paid and non-assessable share of common stock, par value $.01 per along with any certificate representing such share, of shall represent only the Surviving Corporationright to receive (except any Dissenting Shares, and which shall have the Surviving Corporation shall be rights specified in Section 3.4) a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall, following the Merger, evidence ownership of the same number of shares of common stock Guaranty Common Stock equal to the quotient, rounded to the nearest hundred thousandth, obtained by dividing the Aggregate Stock Consideration by the number of Company Closing Shares (the Surviving Corporation“Per Share Merger Consideration”), plus cash in lieu of any fractional share of Guaranty Common Stock as determined in accordance with Section 3.1(c). (b) Each share of Company Common Stock, together with Stock held in the associated Company Right, issued and outstanding and owned by the Company, Parent, Merger Sub, or any Subsidiary of Parent or treasury of the Company and each share of Company Stock owned by Bank immediately prior to the Effective Time (other than: (i) shares of Company Stock held, directly or indirectly, in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity that are beneficially owned by third parties; and (ii) shares of Company Stock held in respect of a debt previously contracted) (the “Treasury Shares”) shall automatically be canceled cancelled and extinguished retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto. (c) Subject Notwithstanding anything in this Agreement to the other provisions contrary, Guaranty will not issue any fractional shares of this Section 4.1, each share of Company Guaranty Common Stock that is issued and outstanding immediately prior to the Effective Time, together with the associated Company Right (excluding any shares of Company Common Stock canceled pursuant to Section 4.1(b) and any Dissenting Shares) shall by virtue of the Merger and without any action on the part of the holder thereof become and be converted into the right to receive cash in the amount of $7.25 (or any higher price per share paid otherwise issuable pursuant to the OfferMerger. In lieu of the issuance of any such fractional shares, Guaranty shall pay to each former holder of Company Stock otherwise entitled to receive such fractional share an amount of cash determined by multiplying: (i) for each whole the Guaranty Valuation Price; by (ii) the fraction of a share of Company Guaranty Common Stock and the associated Company Right. (d) At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, Stockholders, other than which such holder would otherwise be entitled to receive any dividend or other distribution with respect pursuant to such Company Common Stock with a record date occurring prior to the Effective Time and the consideration provided under this Article 4. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common StockSection 3.1.

Merger Consideration. The manner and basis of converting the shares of Company Common Stock upon consummation of the Merger shall be as set forth in this Section 3.1. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Company, Acquisition Sub or any holder of Company Capital Stock or holder of capital stock of Acquisition Sub, the Company or the holders of any of the following securities: (a) Each issued and outstanding Subject to the other provisions of this Section 3.1, each share of common stock, par value $.01 per share, of Merger Sub Company (the "Company Common Stock") issued and outstanding immediately prior to the Effective Time (excluding any treasury shares, shares held by Parent, Acquisition Sub or any Subsidiary of Parent or Acquisition Sub and Dissenting Shares) shall be converted into one validly issuedthe right to receive the Merger Consideration. The "Merger Consideration" shall mean cash in the amount of $.70, fully paid and non-assessable share of common stock, par value $.01 per share, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall, following the Merger, evidence ownership of the same number of shares of common stock of the Surviving Corporation.without interest (b) Each share of Company Common Stock, together with Stock held in the associated treasury of Company Right, issued and outstanding and each share of Company Common Stock owned by the Company, Parent, Merger Sub, Acquisition Sub or any Subsidiary of Parent or of the Company Acquisition Sub immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (c) Subject At the Effective Time, all shares of Company Common Stock will no longer be outstanding and will automatically be canceled and retired, and each holder of a Company Certificate or Company Book-Entry Shares will cease to have any rights with respect thereto, except the other provisions right to receive the Merger Consideration applicable thereto. (d) In connection with the Merger, each option (each, a "Company Stock Option" and collectively, the "Company Stock Options") to purchase Company Common Stock under any employee or director stock option or stock purchase plan or arrangement or agreement of this the Company listed on Section 4.13.1 of the Company Disclosure Schedule, in the Company Reports or otherwise which is exercised by the holder of such Company Stock Option and each share of Company Common Stock issued incident to the exercise of a Company Stock Option shall be entitled to receive the Merger Consideration. Company shall use its best efforts to cause all vested Company Stock Options whose exercise price is equal to or in excess of $.70 per share as of the Effective Time to be terminated. In the event any holder of a vested Company Stock Option whose exercise price is less than $.70 per share fails to exercise such Company Stock Option prior to the Effective Time, a cashless exercise method shall automatically be implemented, on behalf of such Company Stock Option holder, and in lieu of the Company Common Stock to be issued pursuant to the cashless exercise, an amount per share shall be payable to such Company Stock Option holder by Company promptly after the Effective Time equal to the difference between the Merger Consideration and the exercise price under such Company Stock Option (the "Cashless Exercise Consideration"). Company shall be responsible for withholding all applicable federal, state or local withholding taxes relating to the exercise of Company Stock Options or the payment of Cashless Exercise Consideration. If the exercise price provided for any vested Company Stock Option is equal to or exceeds the Merger Consideration, and such Company Stock Option is not exercised prior to the Effective Time, no Company Common Stock shall be issued with respect to such Company Stock Option. Immediately following the Effective Time of the Merger, all outstanding Company Stock Options shall automatically be cancelled. The Company shall take all actions necessary to ensure that no Company Stock Options are granted after the date of this Agreement. Immediately after the Effective Time, the Company Stock Option Plans shall terminate and the provisions of any other plans, program or arrangement providing for the issuance or grant of any other interest in respect of the Company Capital Stock or any Subsidiary of Company shall be of no further force and effect and shall be deemed to be deleted and no holder of a Company Stock Option shall have any right thereunder to acquire any equity securities of the Company, Acquisition Sub, or any subsidiary thereof, or Parent. (e) As of the Effective Time, each outstanding Company Warrant listed on Section 3.1 of the Company Disclosure or the Company Reports, or otherwise, which is issued and outstanding immediately prior to the Effective Time, together with the associated Company Right (excluding any shares of Company Common Stock canceled pursuant to Section 4.1(b) and any Dissenting Shares) shall by virtue Time of the Merger Merger, shall be sold and without any action on transferred by the part owner of the holder thereof become such Company Warrants to Parent free and be converted into the right to receive cash in the amount clear of $7.25 (or any higher price per share paid all Liens pursuant to the Offer) for terms of the WCP, WCPC and WCL Agreement. Parent shall pay to the owner of each whole Company Warrant promptly after the Effective Time, an amount per share of Company Common Stock into which such Company Warrant is exercisable equal to the difference between $.70 and the associated exercise price under such Company Right. Warrant of $.26. The total purchase price for the Company Warrants shall be $4,840,000.00 (d) At 11,000,000 Company Warrants × $.44). If the Effective Timeexercise price per share provided for any Company Warrant is equal to or exceeds $.70, holders Parent shall not be required to pay to the owner of such Company Common Stock shall cease to beWarrant, and shall have no rights as, Stockholders, other than to receive any dividend or other distribution amount with respect to such Company Common Stock with a record date occurring prior to the Effective Time and the consideration provided under this Article 4. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common StockWarrant.

Merger Consideration. (a) Immediately prior to the Effective Time, the Company shall cause each share of Company Preferred Stock that is issued and outstanding immediately prior to such time to be automatically converted into a number of shares of Company Common Stock in accordance with the Company A&R Certificate of Incorporation (collectively, the “Company Preferred Stock Conversion”). All of the shares of Company Preferred Stock converted into shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Stock shall thereafter cease to have any rights with respect to such securities. As of the Effective Time, all Company Preferred Stock shall no longer be outstanding and each holder of Company Preferred Stock shall cease to have any rights with respect to such Company Preferred Stock, except as set forth in this Section 2.2(a). (b) Immediately prior to the Effective Time, each Sponsor Share that is issued and outstanding as of such time (other than such Sponsor Shares subject to forfeiture pursuant to the terms of the Sponsor Agreement, which shall no longer be outstanding and shall to cease to exist as of the Effective Time) shall automatically convert in accordance with the terms of the SPAC Existing Certificate of Incorporation into one (1) Post-Closing SPAC Share (the “Sponsor Stock Conversion”). All of the Sponsor Shares converted into Post-Closing SPAC Shares shall no longer be outstanding and shall cease to exist, and each holder of Sponsor Shares shall thereafter cease to have any rights with respect to such securities. (c) At the Effective Time (and, for the avoidance of doubt, following the Company Preferred Stock Conversion and immediately following the consummation of the Sponsor Stock Conversion), by virtue of the Merger and without any action on the part of any Company Stockholder, subject to and in consideration of the terms and conditions set forth herein (including without limitation delivery of the release contemplated by Section 2.4(a)(ii)), each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (including Company Common Stock resulting from the Company Preferred Stock Conversion) (other than the Dissenting Shares and shares of Company Common Stock held in the treasury of the Company), shall be converted into the right to receive the Per Share Consideration. All of the shares of Company Common Stock converted into the right to receive consideration as described in this Section 2.2(c) shall no longer be outstanding and shall cease to exist, and each holder of Company Common Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive the applicable consideration described in this Section 2.2(c) into which such share of Company Common Stock shall have been converted into in the Merger. (d) At the Effective Time, by virtue of the Merger and without any action on the part of Merger Subany holder thereof, the Company or the holders of any of the following securities: (a) Each issued and outstanding each share of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall thereupon be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $.01 0.01 per share, of the Surviving Corporation, Company and the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any all such shares of common stock of Merger Sub shall, following shall constitute the Merger, evidence ownership of the same number of only outstanding shares of common capital stock of the Surviving CorporationCompany as of immediately following the Effective Time. (be) Each share of Company Common Stock, together with the associated Company Right, issued and outstanding and owned by the Company, Parent, Merger Sub, or any Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (c) Subject to the other provisions of this Section 4.1, each share of Company Common Stock that is issued and outstanding immediately prior to At the Effective Time, together with the associated Company Right (excluding any shares of Company Common Stock canceled pursuant to Section 4.1(b) and any Dissenting Shares) shall by virtue of the Merger and without any action on the part of the any holder thereof become and be converted into the right to receive cash in the amount of $7.25 (or any higher price per share paid pursuant to the Offer) for thereof, each whole share of Company Common Stock and or Company Preferred Stock held in the associated treasury of the Company Right. (d) At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, Stockholders, other than to receive any dividend or other distribution with respect to such Company Common Stock with a record date occurring immediately prior to the Effective Time and the consideration provided under this Article 4. After the Effective Time, there shall be cancelled and no transfers on the stock transfer books of the Company of shares of Company Common Stockpayment or distribution shall be made with respect thereto.