Common use of Share Consideration for the Merger; Conversion or Cancellation of Shares in the Merger Clause in Contracts

Share Consideration for the Merger; Conversion or Cancellation of Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Newco, the Company, the Surviving Corporation or the holders of any outstanding shares of the Company’s Capital Stock described in Section 4.2 below, each share of such Capital Stock (collectively, the “Shares,” and each, a “Share”) shall be treated as follows: (a) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than those shares of Common Stock which are Dissenting Shares (as defined below) and shares owned by Parent, Newco or any direct or indirect wholly-owned Subsidiary of Parent (collectively, “Parent Companies”) or by the Company or any of the Company’s direct or indirect wholly-owned Subsidiaries), shall be cancelled and extinguished and converted into the right to receive from Parent, pursuant to Section 3.3, an amount equal to the Per Share Merger Consideration, payable to the holder thereof without interest thereon, upon the surrender of the certificate formerly representing such share of Common Stock. (b) Each Share issued and outstanding and owned by the Parent Companies or the Company or any of the Company’s direct or indirect wholly-owned Subsidiaries shall immediately prior to the Effective Time cease to be outstanding, be cancelled and retired, without payment of any consideration therefor, and shall cease to exist. (c) Each share of Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Stock”) issued and outstanding immediately prior to the Effective Time (other than those shares of Series B Stock which are Dissenting Shares), shall be cancelled and extinguished and converted into the right to receive, pursuant to Section 3.3, an amount equal to the Per Share Merger Consideration, payable to the holder thereof without interest thereon, upon the surrender of the certificate formerly representing such share of Series B Stock. (d) Each share of common stock of Newco issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Share Consideration for the Merger; Conversion or Cancellation of Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Newco, the Company, the Surviving Corporation or the holders of any outstanding shares Shares or capital stock of the Company’s Capital Stock described in Section 4.2 below, each share of such Capital Stock (collectively, the “Shares,” and each, a “Share”) shall be treated as followsMerger Sub: (a) Each share of Common Stock common stock of the Company, par value $0.01 per share (each, a “Share” and, collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than those shares of Common Stock which are Dissenting Shares (as defined below) and shares owned by Parent, Newco Merger Sub, or any direct or indirect wholly-of their respective wholly owned Subsidiary of Parent (collectivelySubsidiaries, “Parent Companies”) or by the Company or any of the Company’s direct or indirect wholly-wholly owned Subsidiaries), shall be cancelled and extinguished and converted into Subsidiaries or held in the right to receive from Parent, pursuant to Section 3.3, an amount equal to the Per Share Merger Consideration, payable to the holder thereof without interest thereon, upon the surrender treasury of the certificate formerly representing such share Company) will, by virtue of Common Stock. (b) Each Share issued the Merger and outstanding and owned by without any action on the Parent Companies or part of Merger Sub, the Company or any of the Company’s direct or indirect wholly-owned Subsidiaries shall immediately prior to the Effective Time cease to be outstandingholder thereof, be cancelled and retired, without payment of any consideration therefor, and shall cease to exist. (c) Each share of Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Stock”) issued and outstanding immediately prior to the Effective Time (other than those shares of Series B Stock which are Dissenting Shares), shall be cancelled canceled and extinguished and converted into the right to receive, pursuant to Section 3.33.2, in cash an amount per Share equal to $13.80 (the Per Share “Merger Consideration”), payable to the holder thereof thereof, without interest thereon, less any required withholding of Taxes, upon the surrender of the certificate formerly representing such share Share or the Book-Entry Shares (as defined in Section 3.2(b)). At the Effective Time, all such Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Series B Stocksuch Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration as provided herein. (b) At the Effective Time, each Share issued and outstanding and owned by Parent, Merger Sub or any of their respective wholly owned Subsidiaries, or held in the treasury of the Company immediately prior to the Effective Time will cease to be outstanding (if applicable), be canceled and retired without payment of any consideration therefor and cease to exist. (c) At the Effective Time, all Shares (if any) held by any of the Company’s direct or indirect wholly owned Subsidiaries shall remain outstanding and shall become that number of shares of common stock of the Surviving Corporation that bears the same ratio to the aggregate number of outstanding shares of common stock of the Surviving Corporation as the number of Shares held by such subsidiary bore to the aggregate number of Shares immediately prior to the Effective Time. (d) Each At the Effective Time, each share of common stock stock, $0.01 par value, of Newco Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Share Consideration for the Merger; Conversion or Cancellation of Shares in the Merger. At the Effective Timetime, by virtue of the Merger and without any action on the part of Parent, Newco, the Company, the Surviving Corporation or the holders of any outstanding shares of the Company’s Capital Common Stock described (defined in Section 4.2 below4.2), each share of such Capital Common Stock, together with the associated right (collectively, the “Rights”) to purchase the Company’s Junior Participating Preferred Stock pursuant to the Rights Agreement dated as of July 27, 1999, by and between the Company and Wxxxx Fargo Bank Minnesota, N.A., as Rights Agent (the “Rights Agreement”) (collectively, the “Shares,” and each, each a “Share”) shall be treated as follows: (a) Each share of Common Stock Share issued and outstanding immediately prior to the Effective Time (other than those shares of Common Stock which are Dissenting Shares (as defined below) and shares Shares owned by Parent, Newco or any direct or indirect wholly-wholly owned Subsidiary subsidiary of Parent (collectively, “Parent Companies”) or by the Company or any of the Company’s direct or indirect wholly-wholly owned Subsidiaries)subsidiaries) shall, shall be cancelled and extinguished and converted into the right to receive from Parent, pursuant to Section 3.3, an amount equal to the Per Share Merger Consideration, payable to the holder thereof without interest thereon, upon the surrender by virtue of the certificate formerly representing such share Merger and without any action on the part of Common Stock. (b) Each Share issued and outstanding and owned by the Parent Companies or Newco, the Company or any of the Company’s direct or indirect wholly-owned Subsidiaries shall immediately prior to the Effective Time cease to be outstandingholder thereof, be cancelled and retired, without payment of any consideration therefor, and shall cease to exist. (c) Each share of Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Stock”) issued and outstanding immediately prior to the Effective Time (other than those shares of Series B Stock which are Dissenting Shares), shall be cancelled and extinguished and converted into the right to receive, pursuant to Section 3.33.4, an amount equal to $36.40 per Share in cash (the Per Share “Merger Consideration”), payable to the holder thereof thereof, without interest thereon, upon the surrender of the certificate formerly representing such share of Series B StockShare. (db) Each At the Effective Time, each Share issued and outstanding and owned by any of the Parent Companies or any of the Company’s direct or indirect wholly owned subsidiaries immediately prior to the Effective Time shall cease to be outstanding, be cancelled and retired without payment of any consideration therefor and cease to exist. (c) At the Effective Time, each share of common stock of Newco issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Share Consideration for the Merger; Conversion or Cancellation of Shares in the Merger. At the Effective Time, the manner of converting or canceling shares of American shall be as follows: (a) Except as provided in subsection (e) of this Section 4.1, each share of Common Stock of American (collectively, the “American Common Shares”) issued and outstanding immediately prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Newco, be converted automatically into the Company, the Surviving Corporation or the holders of any outstanding shares of the Company’s Capital Stock described in Section 4.2 below, each right to receive one (1) share of such Capital Common Stock of Marwich (collectively, the “Marwich Common Shares,” and each”). All American Common Shares to be converted into Marwich Common Shares pursuant to this Section 4.1 shall, a “Share”) shall be treated as follows: (a) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than those shares of Common Stock which are Dissenting Shares (as defined below) and shares owned by Parent, Newco or any direct or indirect wholly-owned Subsidiary of Parent (collectively, “Parent Companies”) or by the Company or any virtue of the Company’s direct or indirect wholly-owned Subsidiaries)Merger and without any action on the part of the holders thereof, cease to be outstanding, be canceled and retired and cease to exist, and each holder of a certificate representing any such American Common Shares shall be cancelled and extinguished and converted into thereafter cease to have any rights with respect to such American Common Shares, except the right to receive from Parent, pursuant to Section 3.3, an amount equal to the Per Share Merger Consideration, payable to the holder thereof without interest thereonfor each of his/her American Common Shares, upon the surrender of the certificate formerly representing such therefor in accordance with Section 4.2, the number of Marwich Common Shares specified above. The ratio of American Common Shares per share of Marwich Common StockShares is referred to as the “Common Exchange Ratio.” The Common Exchange Ratio shall be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or other similar change in the Common and/or Preferred Stock of Marwich and/or American occurring on or prior to the Closing Date. (b) Each Share issued and outstanding and owned by the Parent Companies or the Company or any of the Company’s direct or indirect wholly-owned Subsidiaries shall immediately prior to the Effective Time cease to be outstanding, be cancelled and retired, without payment of any consideration therefor, and shall cease to exist. (c) Each share of Series B Convertible Preferred StockStock of American (collectively, par value $0.01 per share (the “Series B StockAmerican Preferred Shares”) issued and outstanding immediately prior to the Effective Time (other than those shares Time, shall, by virtue of Series B Stock which are Dissenting Shares)the Merger and without any action on the part of the holder thereof, shall be cancelled and extinguished and converted automatically into the right to receive, receive one (1) Marwich Common Share. All American Preferred Shares to be converted into Marwich Common Shares pursuant to this Section 3.34.1 shall, an amount equal by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding, be canceled and retired and cease to exist, and each holder of a certificate representing any such American Preferred Shares shall thereafter cease to have any rights with respect to such American Preferred Shares, except the Per Share Merger Consideration, payable right to the holder thereof without interest thereonreceive for each of his/her American Preferred Shares, upon the surrender of the certificate formerly representing such therefor in accordance with Section 4.2, the number of Marwich Preferred Shares specified above. The ratio of American Preferred Shares per share of Series B StockMarwich Preferred Shares is referred to as the “Preferred Exchange Ratio.” The Preferred Exchange Ratio shall be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or other similar change in the Common and/or Preferred Stock of Marwich and/or American occurring on or prior to the Closing Date. (dc) Each share At the Effective Time, each warrant issued by American to purchase shares of common stock American Preferred Shares (each, an “American Preferred Warrant”) which is outstanding and unexercised immediately prior therto, whether vested of Newco issued unvested, shall cease to represent a right to acquire shares of American Preferred Shares and outstanding shall be assumed and shall be converted into a warrant to acquire, on the same terms and conditions as were applicable to the original American Preferred Warrant, that number of Marwich Common Shares, as applicable, determined by multiplying the number of shares of American Preferred Shares, as applicable, subject to such American Preferred Warrant immediately prior to the Effective Time by the Preferred Exchange Ratio, rounded down to the nearest whole share of American Preferred Stock, at a price pre share (rounded up to the nearest one-hundredth of a cent) equal to the per share exercise price specified in such American Preferred Warrant divided by the Preferred Exchange Ratio. (d) At the Effective Time, each warrant issued by American to purchase shares of American Common Stock (each, an “American Common Warrant”) which is outstanding and unexercised immediately prior thereto, whether vested or unvested, shall cease to represent a right to acquire shares of American Common Stock and shall be assumed and shall be converted into one validly issueda warrant to acquire, fully paid on the same terms and nonassessable conditions as were applicable to the original American Common Warrant, that number of Marwich Common Shares determined by multiplying the number of shares of American Common Stock subject to such American Common Warrant immediately prior to the Effective Time by the Common Exchange Ratio, rounded down to the nearest whole share of common American Common Stock, at a price per share (rounded up to the nearest one-hundredth of a cent) equal to the per share exercise price specified in such American Common Warrant divided by the Common Exchange Ratio. (e) All shares of American owned by Marwich shall automatically cease to be outstanding, shall be canceled and retired and shall cease to exist. (f) All shares of Marwich owned by American shall automatically cease to be outstanding, shall be canceled and retired and shall cease to exist. (g) Except as set forth in subsection (f) above, each stock certificate representing any shares of Marwich shall continue to represent ownership of such shares of capital stock of the Surviving Corporation.

Share Consideration for the Merger; Conversion or Cancellation of Shares in the Merger. At the Effective Time, the manner of converting or canceling shares of American shall be as follows: (a) Except as provided in Section 5.5, each share of American Common issued and outstanding immediately prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Newcobe converted automatically into the right to receive one (1) share of Marwich Nevada Common. All shares of American Common to be converted into shares of Marwich Nevada Common pursuant to this Section 5.1 shall, by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding, be canceled and retired and cease to exist, and each holder of a certificate representing any such shares of American Common shall thereafter cease to have any rights with respect to such shares of American Common, except the right to receive for each of his/her shares of American Common, upon the surrender of the certificate therefor in accordance with Section 5.3, the Company, the Surviving Corporation or the holders number of any outstanding shares of the Company’s Capital Stock described Marwich Nevada Common specified above. (b) Except as provided in Section 4.2 below5.5, each share of such Capital Stock (collectively, the “Shares,” and each, a “Share”) shall be treated as follows: (a) Each share of Common Stock American Series A Preferred issued and outstanding immediately prior to the Effective Time (other than those Time, shall, in accordance with the terms of the American Series A Preferred as set forth in American’s Articles of Incorporation, automatically convert into shares of American Common Stock which are Dissenting Shares at their then effective conversion ratio (as defined belowthe “American Conversion Shares”) and shares owned thereafter, by Parent, Newco or any direct or indirect wholly-owned Subsidiary of Parent (collectively, “Parent Companies”) or by the Company or any virtue of the Company’s direct or indirect wholly-owned Subsidiaries)Merger and without any action on the part of the holder thereof, shall each American Conversion Share, will be cancelled and extinguished and converted automatically into the right to receive from Parent, one (1) share of Marwich Nevada Common. All American Conversion Shares to be converted into shares of Marwich Nevada Common pursuant to this Section 3.35.1 shall, an amount equal by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding, be canceled and retired and cease to exist, and each holder of a certificate representing any such American Conversion Shares shall thereafter cease to have any rights with respect to such American Conversion Shares, except the Per Share Merger Consideration, payable right to the holder thereof without interest thereonreceive for each of his/her American Conversion Shares, upon the surrender of the certificate formerly representing such share therefor in accordance with Section 5.3, the number of shares of Marwich Nevada Common Stockspecified above. (bc) Each Share Except as provided in Section 5.5, each share of American Series B Preferred issued and outstanding and owned immediately prior to the Effective Time, shall, by the Parent Companies or the Company or any virtue of the Company’s direct Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive one (1) share of Marwich Nevada Series B Preferred. All shares of American Series B Preferred to be converted into shares of Marwich Nevada Series B Preferred pursuant to this Section 5.1 shall, by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding, be canceled and retired and cease to exist, and each holder of a certificate representing any such shares of American Series B Preferred shall thereafter cease to have any rights with respect to such shares American Series B Preferred, except the right to receive for each of his/her shares of American Series B Preferred, upon the surrender of the certificate therefor in accordance with Section 5.3, the number of shares of Marwich Nevada Series B Preferred specified above. (d) At the Effective Time, each American Preferred Warrant which is outstanding and unexercised immediately prior thereto, whether vested or indirect wholly-owned Subsidiaries unvested, shall cease to represent a right to acquire shares of American Preferred Shares and shall be assumed and shall be converted into a warrant to acquire, on the same terms and conditions as were applicable to the original American Preferred Warrant, that number of shares of Marwich Nevada Common Shares or Marwich Nevada Series B Preferred Shares, as applicable, determined by multiplying the number of shares of American Preferred Shares, as applicable, subject to such American Preferred Warrant immediately prior to the Effective Time by the Conversion Exchange Ratio or Series B Exchange Ratio, as applicable, rounded down to the nearest whole share of American Conversion Shares or Series B Preferred Shares, as applicable, at a price per share (rounded up the nearest one-hundredth of a cent) equal to the per share exercise price specified in such American Preferred Warrant divided by the Conversion Exchange Ratio or Series B Exchange Ratio, as applicable. Prior to the Effective Time, Marwich Nevada shall reserve for issuance the number of shares of Marwich Nevada Common Shares or Series B Preferred necessary to satisfy Marwich Nevada’s obligations under this Section 5.1(d). (e) At the Effective Time, each American Common Security which is outstanding and unexercised immediately prior thereto, whether vested or unvested, shall cease to represent a right to acquire shares of American Common and shall be assumed and shall be converted into an option or warrant to acquire, on the same terms and conditions as were applicable to the original American Common Security, that number of shares of Marwich Nevada Common determined by multiplying the number of shares of American Common subject to such American Common Security immediately prior to the Effective Time by the Common Exchange Ratio, rounded down to the nearest whole share of American Common, at a price per share (rounded up the nearest one-hundredth of a cent) equal to the per share exercise price specified in such American Common Security divided by the Common Exchange Ratio. Prior to the Effective Time, Marwich Nevada shall reserve for issuance the number of shares of Marwich Nevada Common necessary to satisfy Marwich Nevada’s obligations under this Section 5.1(e). (f) All shares of American owned by Marwich Nevada shall automatically cease to be outstanding, shall be cancelled canceled and retired, without payment of any consideration therefor, retired and shall cease to exist. (cg) Each share of Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Stock”) issued and outstanding immediately prior to the Effective Time (other than those All shares of Series B Stock which are Dissenting Shares)Marwich Nevada owned by American shall automatically cease to be outstanding, shall be cancelled canceled and extinguished retired and converted into the right shall cease to receive, pursuant to Section 3.3, an amount equal to the Per Share Merger Consideration, payable to the holder thereof without interest thereon, upon the surrender of the certificate formerly representing such share of Series B Stockexist. (dh) Each share Except as set forth in subsection (g) above, each stock certificate representing any shares of common stock Marwich Nevada shall continue to represent ownership of Newco issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share such shares of common capital stock of the Surviving Corporation.