Common use of Conversion of Company Common Stock Clause in Contracts

Conversion of Company Common Stock. (a) At the Effective Time, subject to Section 1.7 and Section 2.1(e) hereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned (x) by the Company as treasury stock or (y) directly or indirectly by iPCS or the Company or any of their respective Subsidiaries (as defined below)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into 0.7725 shares (the "Exchange Ratio") of validly issued, fully paid and nonassessable shares of iPCS Common Stock. All shares of Company Common Stock converted into iPCS Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each certificate (each, a "Company Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive (i) certificates evidencing the number of whole shares of iPCS Common Stock and (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e). Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Company Certificates in accordance with Section 2.1 hereof, without any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase Company Common Stock (other than a Permitted Company Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted.

Conversion of Company Common Stock. (a) At the Effective Time, subject to Section 1.7 and Section 2.1(e) hereof, each Each share of common stock, par value $.01 per share, of the Company (“Company Common Stock Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock owned to be canceled pursuant to Section 2.1.2 and Dissenting Shares) shall be converted, subject to this Section 2.1.1 and Section 2.2.5, into the right to receive: (xA) by the Company as treasury stock or (y) directly or indirectly by iPCS or the Company or any of their respective Subsidiaries (as defined below)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into 0.7725 0.1791 shares (the "“Exchange Ratio"”) of validly issuedcommon stock, fully paid and nonassessable shares of iPCS par value $.01 per share (“Parent Common Stock”), of Parent (the “Stock Consideration”); and (B) $9.375 in cash (the “Cash Consideration”; and, together with the Stock Consideration, as the same may be adjusted pursuant to the last sentence of this Section 2.1.1, the “Merger Consideration”). All such shares of Company Common Stock converted into iPCS Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each certificate (each, a "Company Certificate") previously representing any such shares of Company Common Stock share shall thereafter only represent the right to receive (i) certificates evidencing the number Merger Consideration therefor. No fractional share of whole shares of iPCS Common Stock and (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e). Company Certificates previously representing shares of Company Parent Common Stock shall be exchanged for certificates representing whole shares of iPCS Common Stock issued, and cash in lieu of fractional shares issued in consideration therefor upon thereof, a cash payment shall be made pursuant to Section 2.2.5 hereof. In the surrender of such Company Certificates in accordance with Section 2.1 hereof, without any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and event that, in at the event time the Company is first able to mail the Proxy Statement to its stockholders (the “Mailing Date”), Parent shall reasonably determine, after consultation with outside counsel, that the number of outstanding shares of Company Parent Common Stock, Company Options (as defined below) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy Stock included in the representations and warranties set forth in Section 4.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase Company Common Stock (other than a Permitted Company Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event Merger Consideration when aggregated with the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Parent Common Stock or other stock equivalents of iPCS is greater than or less than which will be subject to issuance with respect to Company Options pursuant to Section 2.5 (excluding those Company Options which have become subject to Consents) (the amounts specifically set forth in Section 5.2 (including as a “Issuances”) will result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2Merger becoming subject to approval by the stockholders of Parent pursuant to Rule 312.03 of the New York Stock Exchange (the “Parent Approval Requirement”), (ii) then Parent may, upon two Business Days notice to the issuance Company given within two Business Days after the date Company notifies Parent of this Agreement of restricted stockits intent to mail the Proxy Statement, options, warrants or other rights to purchase iPCS Common adjust the Cash Consideration and the Stock (other than a Permitted iPCS Issuance (Consideration as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted.follows:

Conversion of Company Common Stock. (a) At the Effective Time, subject to Section 1.7 2.2(e) and Section 2.1(e9.1(h) hereof, each share of the common stock, par value $0.01 per share, of the Company (the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than (x) shares of Company Common Stock owned (x) by held in the Company as treasury stock or Company's treasury, (y) shares of Company Common Stock held directly or indirectly by iPCS Buyer or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC shares, as such terms are defined in Section 1.4(b) hereof), or (z) unallocated shares of Company Common Stock held in the Company's Recognition and Retention Plans) together with the related Company Rights issued pursuant to the Company Rights Agreement (each as defined in Section 4.2(a) hereof) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into 0.7725 and exchangeable for 2 (two) shares (the "Exchange Ratio") of validly issuedthe common stock, fully paid and nonassessable shares par value $2.50 per share, of iPCS Buyer ("Buyer Common Stock"). All of the shares of Company Common Stock converted into iPCS Buyer Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each certificate (each, each a "Company Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive (i) certificates evidencing the number of whole shares of iPCS Buyer Common Stock and (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e)2.2(e) hereof. Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Buyer Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Company Certificates in accordance with Section 2.1 2.2 hereof, without any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and thatIf, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after between the date of this Agreement and the Effective Time, the shares of restricted stock, options, warrants or other rights to purchase Company Buyer Common Stock (other than shall be changed into a Permitted Company Issuance (as defined below)) different number or (iii) class of shares by reason of any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Companyreclassification, recapitalization, reclassification spilt-up, combination, exchange of shares or other like change occurring after the readjustment, or a stock dividend thereon shall be declared with a record date of this Agreement)within said period, the Exchange Ratio shall be appropriately adjusted. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjustedadjusted accordingly.

Conversion of Company Common Stock. Subject to Sections 2.01(b) and 2.01(d): (ai) At the Effective Timeaggregate number of shares of Purchaser Common Stock to be issued in exchange for shares of Company Common Stock in connection with the Merger (the "Purchaser Shares") shall be determined by dividing (1) the sum of (A) $13,500,000 less (B) twenty-five percent (25%) of the amount of Restricted Cash (as hereinafter defined) up to $2,000,000 by (2) $.6490 (which is the weighted by volume arithmetic average of the daily closing price per share, subject rounded to Section 1.7 four decimal places, of the Purchaser Common Stock as reported on Nasdaq SmallCap Market for each of the twenty (20) consecutive trading days ending (and Section 2.1(eincluding) the trading day that occurs two trading days prior to (and not including) the date hereof, ); and (ii) each issued and outstanding share of Company Common Stock issued and outstanding immediately prior shall be converted into the right to receive such portion of the Effective Time (other than Purchaser Shares as is determined by dividing the Purchaser Shares by the total number of shares of Company Common Stock owned (x) by outstanding at the Company as treasury stock or (y) directly or indirectly by iPCS or the Company or any of their respective Subsidiaries (as defined below)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into 0.7725 shares (the "Exchange Ratio") of validly issued, fully paid and nonassessable Effective Time. No fractional shares of iPCS Purchaser Common StockStock will be issued in connection with the Merger, with each fractional share of Purchaser Common Stock which would have been otherwise issued being rounded to the nearest whole number, with any fraction equal to or higher than one-half rounded to the next succeeding whole number. All The right to receive shares of Purchaser Common Stock upon the conversion of shares of Company Common Stock converted into iPCS Common Stock pursuant to this Article I Section 2.01(c) is referred to collectively as the "Merger Consideration". The shares of Purchaser Common Stock issuable in connection with the Merger for each outstanding share of Company Common Stock are referred to as the "Per Share Merger Consideration". As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate (each, a "Company Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent cease to have any rights with respect thereto, except the right to receive (i) certificates evidencing the number of whole shares of iPCS Common Stock and (ii) the cash in lieu of fractional shares into which the shares Per Share Merger Consideration issuable with respect to each share of Company Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e). Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Common Stock and cash in lieu of fractional shares issued in consideration therefor certificate upon the surrender of such Company Certificates certificate in accordance with Section 2.1 hereof2.02, without any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase Company Common Stock (other than a Permitted Company Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjustedinterest.

Conversion of Company Common Stock. (a) At the Effective Time, subject to Sections 2.2(e) and 8.1(g) hereof and the last sentence of this Section 1.7 and Section 2.1(e) hereof1.4(a), each share of the common stock, par value $.01 per share, of the Company (the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned held (x1) by in the Company as Company's treasury stock or (y2) directly or indirectly by iPCS Buyer or the Company or any of their respective Subsidiaries (as defined belowin Section 3.1(a)) which are not Trust Account Shares or DPC shares (as such terms are defined in Section 1.4(b) hereof)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into 0.7725 and exchangeable for .73 shares (the "Exchange Ratio") of validly issuedthe common stock, fully paid and nonassessable shares par value $1.00 per share, of iPCS Buyer ("Buyer Common Stock") (together with the number of Buyer Rights (as defined in Section 4.2 hereof) associated therewith). All of the shares of Company Common Stock converted into iPCS Buyer Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each certificate (each, each a "Company Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive (i) certificates evidencing the number of whole shares of iPCS Buyer Common Stock and (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e)2.2(e) hereof. Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Buyer Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Company Certificates in accordance with Section 2.1 2.2 hereof, without any interest thereon. The parties understand If, between the date hereof and agree that the Exchange Ratio has been calculated based upon Effective Time, the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase Company Buyer Common Stock (other than shall be changed into a Permitted Company Issuance (as defined below)) different number or (iii) class of shares by reason of any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Companyreclassification, recapitalization, reclassification splitup, combination, exchange of shares or other like change occurring after the date of this Agreement)readjustment, the Exchange Ratio or a stock dividend thereon shall be appropriately adjusted. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as declared with a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the record date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement)within said period, the Exchange Ratio shall be appropriately adjusted.

Conversion of Company Common Stock. (a) At the Effective Time, subject Subject to Section 1.7 and Section 2.1(e) hereof2.02(e), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than including any shares of Company Common Stock that are owned (xby a wholly owned Subsidiary of the Company, but excluding shares to be cancelled in accordance with Section 2.01(b) by the Company as treasury stock or (y) directly or indirectly by iPCS or the Company or and any of their respective Subsidiaries Appraisal Shares (as defined below)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, shall be converted into 0.7725 shares the right to receive (i) 0.0930 (the "“Exchange Ratio"”) of a validly issued, fully paid and nonassessable shares share of iPCS common stock, par value $0.01 per share (the “Parent Common Stock”), of Parent (the “Stock Consideration”) and (ii) $18.60 in cash, without interest (the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”). All From and after the Effective Time, all shares of Company Common Stock converted into iPCS Common Stock the right to receive the Merger Consideration pursuant to this Article I Section 2.01(c) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate (each, a "Company Certificate") previously representing which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter only represent cease to have any rights with respect to such shares, except the right to receive (i) certificates evidencing the number of whole shares of iPCS Common Stock and (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Company Certificate have been converted Merger Consideration, any dividends or other distributions payable pursuant to this Section 1.4(a2.02(c) and Section 2.1(e). Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Common Stock and cash in lieu of any fractional shares payable pursuant to Section 2.02(e), in each case to be issued or paid in consideration therefor upon the surrender of such Company Certificates Certificate in accordance with Section 2.1 hereof2.02(b), without any interest thereoninterest. The parties understand and agree that Notwithstanding the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and thatforegoing, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after if between the date of this Agreement and the Effective Time, the outstanding shares of restricted stock, options, warrants Parent Common Stock or other rights to purchase Company Common Stock (other than shall have been changed into a Permitted Company Issuance (as defined below)) different number of shares or (iii) a different class, by reason of any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Companysubdivision, reclassification, recapitalization, reclassification split, combination or other like change occurring after the date exchange of shares, or any similar event shall have occurred, then any number or amount contained in this Agreement), the Exchange Ratio shall be appropriately adjusted. Further, the parties understand and agree Agreement that the Exchange Ratio has been calculated is based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Parent Common Stock or Company Common Stock, iPCS Preferred Stockas the case may be, Wildcat options for will be appropriately adjusted to provide to Parent and the purchase holders of iPCS Company Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including same economic effect as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of contemplated by this Agreement of restricted stock, options, warrants or other rights prior to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjustedsuch event.

Conversion of Company Common Stock. (a) At the Effective Time, subject to Section 1.7 and Section 2.1(e) hereof, each Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned (x) by the Company as treasury stock or (y) directly or indirectly by iPCS or the Company or any of their respective Subsidiaries (as defined below)) shall, by virtue of this Agreement and without any action on the part subsidiary of the holder thereof, Company) shall be automatically converted into 0.7725 shares the right to receive: (A) $59.60 in cash (the "Exchange Ratio"“Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of iPCS Common Stockcommon stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into iPCS Common Stock the right to receive the Merger Consideration pursuant to this Article I II shall no longer be outstanding and shall automatically be cancelled and shall cease to existexist as of the Effective Time, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate (eachthat, a "Company Certificate") previously representing immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only represent the right to receive (i) certificates evidencing the number of whole shares of iPCS Common Stock Merger Consideration and (ii) the cash in lieu of fractional shares Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Company Book-Entry Share or Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e). Company Certificates previously representing shares 2.1, as well as any dividends or other distributions to which holders of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Company Certificates become entitled in accordance with Section 2.1 hereof, without any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase Company Common Stock (other than a Permitted Company Issuance (as defined below2.2(e)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted.

Conversion of Company Common Stock. (a) At the Effective Time, subject Subject to Section 1.7 2.02 and Section 2.1(e) hereof2.03, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned (x) by the Company as treasury stock to be cancelled or (y) directly or indirectly by iPCS or the Company or any of their respective Subsidiaries (as defined below)) shall, by virtue of this Agreement and without any action on the part converted into shares of the holder thereof, Surviving Company in accordance with Section 2.01(b) and Dissenting Shares) shall be cancelled and extinguished and converted into 0.7725 shares the right to receive (i) 0.06942 (the "“Exchange Ratio"”) of validly issued, fully paid and nonassessable non-assessable shares of iPCS common stock, par value $0.01 per share, of Parent (the “Parent Common Stock”) (the “Stock Consideration”), (ii) $10.50 per share in cash (the “Cash Consideration”), and (iii) one contingent value right (a “CVR”) issued by Parent subject to and in accordance with the CVR Agreement (the “CVR Consideration” and, together with the Stock Consideration and the Cash Consideration, the “Merger Consideration”) payable to holder thereof, without interest or dividends thereon, less any applicable withholding of Taxes. Each CVR issued as CVR Consideration hereunder will be substantially in the form attached as Annex A to the CVR Agreement (the “CVR Certificate”). All such shares of Company Common Stock converted into iPCS Common Stock pursuant to this Article I Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate (each, a "Company Certificate"or evidence of shares in book-entry form) previously representing that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter only represent cease to have any rights with respect thereto, except the right to receive (i) certificates evidencing the number of whole shares of iPCS Common Stock Merger Consideration and (ii) the any cash in lieu of fractional shares into which the shares of Company Parent Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e). Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Common Stock and cash in lieu of fractional shares issued or paid in consideration therefor and any dividends or other distributions to which holders become entitled upon the surrender of such Company Certificates Certificate in accordance with Section 2.1 hereof2.02(d), without interest and subject to any interest thereonapplicable withholding of Taxes. The parties understand Notwithstanding the foregoing, if between the date of this Agreement and agree that the Effective Time the outstanding shares of Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then the Exchange Ratio has been calculated based upon will be appropriately adjusted to provide to Parent and the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of outstanding shares holders of Company Common Stock, Company Options (as defined below) or Stock Options, Company Restricted Stock Awards, Company Deferred Stock Awards and other stock equivalents of awards under the Company is greater than or less than Stock Plans the amounts specifically set forth in Section 4.2 (including same economic effect as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after the date of contemplated by this Agreement of restricted stockprior to such event; provided that with respect to outstanding Company Stock Options and other awards made under the Company Stock Plans, options, warrants or other rights to purchase Company Common Stock (other than a Permitted Company Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio such adjustments shall be appropriately adjusted. Further, made in accordance with the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common applicable Company Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjustedPlan.

Conversion of Company Common Stock. Subject to Section 3.2(e) hereof, ---------------------------------- -------------- each issued and outstanding share of Company Common stock (aother than shares to be canceled in accordance with Section 3.1(b) At hereof) shall be converted into -------------- the Conversion Number (as defined below) of duly authorized, validly issued and nonassessable shares of Parent Common Stock that have been registered with the SEC as provided herein; provided, however, that, in any event, if between the date of this Agreement and the Effective Time, subject to Section 1.7 and Section 2.1(e) hereof, each share the outstanding shares of Parent Common Stock or Company Common Stock issued and outstanding immediately prior shall have been changed into a different number of shares or a different class, by reason of any declared or completed stock dividend, subdivision, reclassification, recapitalization, split, combination, or exchange of shares, the Conversion Number shall be correspondingly adjusted to the extent appropriate to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination, or exchange of shares. Subject to the provisions hereof, as of the Effective Time (other than Time, all such shares of Company Common Stock owned (x) by the Company as treasury stock or (y) directly or indirectly by iPCS or the Company or any of their respective Subsidiaries (as defined below)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into 0.7725 shares (the "Exchange Ratio") of validly issued, fully paid and nonassessable shares of iPCS Common Stock. All shares of Company Common Stock converted into iPCS Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate (each, a "Company Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent cease to have any rights with respect thereto, except the right to receive (i) upon the surrender of such certificates, certificates evidencing the number of whole shares of iPCS Common Stock and (ii) the cash in lieu of fractional shares into which representing the shares of Company Parent Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e). Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Common Stock Stock, and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Company Certificates in accordance with Section 2.1 Parent Common Stock. For purposes hereof, without any interest thereon. The parties understand the Conversion Number shall be equal to the value "X" in the following formula (subject to modification as provided in this Section 3.1 and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of outstanding shares of Company Common Stock, Company Options ----------- ------- 6.13 hereof): ---- X = (as defined below1.454 x A) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase Company Common Stock (other than a Permitted Company Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted./ B where:

Conversion of Company Common Stock. (a) At Subject to the Effective Time, subject to Section 1.7 and Section 2.1(e) hereofother provisions of this Article II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than excluding shares of Company Common Stock owned (xto be cancelled in accordance with Section 2.1(a)(ii), any shares of Company Common Stock subject to an unvested Company Restricted Share Award which is to be assumed by Parent pursuant to Section 2.4(c), and any Dissenting Shares) by shall be automatically converted into the Company as treasury stock or (y) directly or indirectly by iPCS or right to receive, in accordance with the Company or any of their respective Subsidiaries (as defined below)) shall, by virtue terms of this Agreement and Agreement, (A) $60.00 in cash, without any action on the part of the holder thereof, be converted into 0.7725 shares interest (the "Exchange Ratio"“Cash Consideration Portion”) and (B) that number of validly issued, fully paid and nonassessable shares Parent Shares (the “Stock Consideration Portion”, and together with the Cash Consideration Portion, the “Merger Consideration”) equal to the quotient determined by dividing the Stock Value by the VWAP of iPCS Common Parent Stock, and rounding the result to the nearest 1/10,000 of a Parent Share. All From and after the Effective Time, all such shares of Company Common Stock converted into iPCS Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each certificate (each, a "Company Certificate") previously representing any applicable holder of such shares of Company Common Stock shall thereafter only represent cease to have any rights with respect thereto, except the right to receive (i) certificates evidencing the number Merger Consideration therefor upon the surrender of whole such shares of iPCS Company Common Stock and (ii) in accordance with Section 2.2, including the right to receive, pursuant to Section 2.6, cash in lieu of fractional shares into of Parent Stock, if any, which the would otherwise be issuable in respect of such shares of Company Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a2.1(a)(i) and Section 2.1(e). Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Common Stock and cash in lieu of fractional shares issued in consideration therefor upon (the surrender of such Company Certificates in accordance with Section 2.1 hereof, without any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase Company Common Stock (other than a Permitted Company Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement“Fractional Share Consideration”), together with the Exchange Ratio shall be appropriately adjusted. Furtheramounts, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in if any, payable pursuant to Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below2.2(f)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted.

Conversion of Company Common Stock. (a) At the Effective Time, subject Subject to Section 1.7 Sections 2.02 and Section 2.1(e) hereof2.03, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Rollover Shares, shares to be canceled or converted into shares of the Surviving Company in accordance with Section 2.01(b)) and, except as provided in Section 2.03, any shares of Company Common Stock owned the holder of which (xi) by has not voted in favor of approval of the Company Merger and adoption of the Plan of Merger; (ii) has demanded and perfected such holder’s right to dissent from the Merger and to be paid the fair value of such shares in accordance with Sections 302A.471 and 302A.473 of the MBCA; and (iii) as treasury stock of the Effective Time has not effectively withdrawn or lost such dissenter’s rights (y) directly or indirectly by iPCS or the Company or any of their respective Subsidiaries (as defined below“Dissenting Shares”)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, shall be converted into 0.7725 shares the right to receive $72.10 in cash, without interest (the "Exchange Ratio") of validly issued, fully paid and nonassessable shares of iPCS Common Stock“Merger Consideration”). All such shares of Company Common Stock converted into iPCS Common Stock pursuant to this Article I Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate (each, a "Company Certificate"or evidence of shares in book-entry form) previously representing that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter only represent cease to have any rights with respect thereto, except the right to receive (i) certificates evidencing the number Merger Consideration. Notwithstanding the foregoing, if between the date of whole shares of iPCS Common Stock this Agreement and (ii) the cash in lieu of fractional shares into which Effective Time the shares of Company Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e). Company Certificates previously representing outstanding shares of Company Common Stock shall be exchanged for certificates representing whole have been changed into a different number of shares or a different class, by reason of iPCS Common Stock and cash in lieu any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of fractional shares issued in consideration therefor upon the surrender of such Company Certificates in accordance with Section 2.1 hereofshares, without or any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated similar event shall have occurred, then any number or amount contained herein which is based upon the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents Stock will be appropriately adjusted to provide to the holders of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase Company Common Stock (other than a Permitted Company Issuance (the same economic effect as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of contemplated by this Agreement of restricted stock, options, warrants or other rights prior to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjustedsuch event.

Conversion of Company Common Stock. (a) At the Effective Time, subject to Section 1.7 and Section 2.1(e2.2(e) hereof, each share of the Class A Common Stock, par value $.01 per share, of the Company (the "Class A Common Stock") and each share of the Class B Common Stock, par value $.01 per share, of the Company (the "Class B Common Stock" and, together with the Class A Common Stock, the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined in Section 1.3(b) hereof) and other than shares of Company Common Stock owned (x) by the Company as treasury stock or (y) directly or indirectly by iPCS Parent or the Company (except for shares held in managed accounts, trust accounts or any of their respective Subsidiaries (as defined below)otherwise in a fiduciary capacity that are beneficially owned by third parties) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into 0.7725 and exchangeable for .9085 shares (the "Exchange Ratio") of validly issuedthe common stock, fully paid and nonassessable shares par value $2.00 per share, of iPCS Parent (together with the number of Parent Rights (as defined in Section 4.2 hereof) associated therewith) ("Parent Common Stock"). All of the shares of Company Common Stock converted into iPCS Parent Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each certificate (each, each a "Company Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive (i) certificates evidencing the number of whole shares of iPCS Parent Common Stock and (ii) the cash in lieu of fractional shares of Parent Common Stock into which the shares of Company Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e)Agreement. Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Parent Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Company Certificates in accordance with Section 2.1 2.2 hereof, without any interest thereon. The parties understand and agree that If prior to the Exchange Ratio has been calculated based upon Effective Time, Parent should split or combine the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of outstanding shares of Company Parent Common Stock, Company Options (as defined below) or pay a dividend or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy distribution in the representations and warranties set forth in Section 4.2Parent Common Stock, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase Company Common Stock (other than a Permitted Company Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement), then the Exchange Ratio shall be appropriately adjustedadjusted to reflect such split, combination, dividend or distribution. FurtherAt the Effective Time, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding all shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Company Common Stock owned directly or indirectly by Parent or the Company (except for shares in managed accounts, trust accounts or otherwise is a fiduciary capacity that are beneficially owned by third parties) shall be cancelled and shall cease to exist and no stock of Parent or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio consideration shall be appropriately adjusteddelivered in exchange therefor.

Conversion of Company Common Stock. (a) At the Effective Time, subject to Section 1.7 2.2(e) and Section 2.1(e9.1(g) hereof, each share of the common stock, no par value, of the Company (the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined herein) and other than shares of Company Common Stock owned (x) by the Company as treasury stock or (y) held directly or indirectly by iPCS Parent or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC shares, as such terms are defined in Section 1.4(b) hereof)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into 0.7725 and exchangeable for 1.17 shares (the "Exchange Ratio") of validly issuedthe common stock, fully paid and nonassessable shares par value $2.50 per share, of iPCS Parent ("Parent Common Stock") (together with the number of Parent Rights (as defined in Section 5.2 hereof) associated therewith). All of the shares of Company Common Stock converted into iPCS Parent Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each certificate (each, each a "Company Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive (i) certificates evidencing the number of whole shares of iPCS Parent Common Stock and (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e)2.2(e) hereof. Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Parent Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Company Certificates in accordance with Section 2.1 2.2 hereof, without any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and thatIf, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after between the date of this Agreement and the Effective Time, the shares of restricted stock, options, warrants or other rights to purchase Company Parent Common Stock (other than shall be changed into a Permitted Company Issuance (as defined below)) different number or (iii) class of shares by reason of any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Companyreclassification, recapitalization, reclassification split-up, combination, exchange of shares or other like change occurring after the readjustment, or a stock dividend thereon shall be declared with a record date of this Agreement)within said period, the Exchange Ratio shall be appropriately adjusted. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjustedadjusted accordingly.

Conversion of Company Common Stock. (a) At the Effective Time, subject to Section 1.7 ---------------------------------- by virtue of the Merger and Section 2.1(ewithout any action on the part of Parent, Merger Sub, the Company or any holder of shares of Company Common Stock (i) hereofshares of Company Common Stock which are owned by Parent or by a direct or indirect subsidiary of the Company or of Parent or shares of Company Common Stock held in the Company's treasury at the Effective Time shall be cancelled, (ii) each share of Company Common Stock issued and outstanding immediately prior to and not owned by Parent at the Effective Time shall be converted into and exchanged for the right to receive that number of shares of Parent Common Stock derived by dividing (other than a) 1,285,067 by (b) the total number of all shares of Company Common Stock issued and outstanding and not owned (x) by the Company Parent as treasury stock or (y) directly or indirectly by iPCS or the Company or any of their respective Subsidiaries (as defined below)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into 0.7725 shares Effective Time (the "Exchange RatioMerger Consideration"), which shall be distributed promptly upon the surrender of the certificate representing such share, in accordance with Section 1.8(c), and -------------- (iii) of validly issued, fully paid and nonassessable shares of iPCS Common Stock. All all such shares of Company Common Stock converted into iPCS Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (each, a "Company Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest. The shares of Parent Common Stock constituting the Merger Consideration shall be registered with the U.S. Securities and Exchange Commission (i"SEC") certificates evidencing and applicable state blue sky authorities and shall be listed on The Montreal Exchange and the Toronto Stock Exchange. By way of example only, if the total number of whole shares of iPCS Common Stock issued and (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e). Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Company Certificates in accordance with Section 2.1 hereof, without any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of outstanding shares of Company Common Stock, Company Options (not owned by Parent, as defined below) or other stock equivalents of the Effective Time is 4,654,543 as represented by the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result 2.2, then each share of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase Company Common Stock (other than a Permitted Company Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible would be ----------- converted into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding right to receive approximately 0.276 shares of iPCS Parent Common Stock, iPCS Preferred Stock, Wildcat options for the purchase . In no event shall Parent issue more than 1,285,067 shares of iPCS Parent Common Stock as the total Merger Consideration. Prior to or other stock equivalents of iPCS is greater than or less than substantially contemporaneous with the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2Merger, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights Parent intends to purchase iPCS 4,419,110 shares of Company Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjustedfrom Royalstar.

Conversion of Company Common Stock. (a) At the Effective Time, subject Subject to Section 1.7 and Section 2.1(e) hereof2.2(e), each share of the voting common stock, $1.00 par value per share (“Voting Common Stock”) and non-voting common stock, $1.00 par value per share (“Non-Voting Common Stock”), of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than collectively, “Company Common Stock”), except for (i) shares of Company Common Stock owned (x) by the Company as treasury stock or (y) directly or indirectly owned by iPCS or the Company or any Purchaser or a Subsidiary of their respective Subsidiaries either (in each case other than in a fiduciary or agency capacity or as defined below)a result of debts previously contracted) shalland (ii) Appraisal Shares, by virtue of this Agreement and without any action on the part of the holder thereof, shall be converted into 0.7725 the right to receive the following, without interest: (i) 1.115 shares (the "“Exchange Ratio"”) of validly issuedthe common stock, fully paid and nonassessable $0.01 par value per share, of Purchaser (the “Purchaser Common Stock”); it being understood that upon the Effective Time, the Purchaser Common Stock, including the shares issued to former holders of Company Common Stock, shall be the common shares of iPCS Common Stockthe Surviving Corporation (the “Stock Consideration”); and (ii) $5.36 in cash, subject to any applicable adjustment pursuant to Section 1.4(d) (the “Per Share Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”). (b) All of the shares of Company Common Stock converted into iPCS the right to receive Purchaser Common Stock and cash pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to existexist as of the Effective Time, and each certificate (each, a "“Certificate”, it being understood that any reference herein to “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Certificate"Common Stock) previously representing any such shares of Company Common Stock shall thereafter represent only represent the right to receive (i) certificates evidencing the number of whole shares of iPCS Purchaser Common Stock and which such shares of Company Common Stock have been converted into the right to receive, (ii) the Per Share Cash Consideration, without any interest thereon, (iii) cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Company Certificate have been converted into the right to receive pursuant to this Section 1.4(a) 1.4 and Section 2.1(e2.2(e), without any interest thereon and (iv) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2. Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates or, at Purchaser’s option, evidence of shares in book-entry form representing whole shares of iPCS Purchaser Common Stock (together with the Per Share Cash Consideration, any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor therefor) upon the surrender of such Company Certificates in accordance with Section 2.1 hereof, without any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase Company Common Stock (other than a Permitted Company Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted.with

Conversion of Company Common Stock. (ai) At the Effective Time, subject Subject to Section 1.7 and Section 2.1(e3.1(b) hereof, each share of Company Common Stock issued and outstanding immediately prior to the Company Effective Time (other than Dissenting Shares and Company Common Stock to be cancelled in accordance with Section 3.1(c) hereof) shall be converted into the right to receive (A) 0.5677 (the "Conversion Number") of a fully paid and nonassessable share of Laser Common Stock and (B) $6.44 in cash, without interest thereon (the consideration referred to in this Section 3.1(a) being sometimes referred to herein as the "Per Share Merger Consideration"). (ii) If, prior to the Company Effective Time, Laser shall (A) pay a dividend in, subdivide, combine into a smaller number of shares or issue by reclassification of its shares, any shares of Laser Common Stock, the Conversion Number shall be adjusted appropriately or (B) pay a dividend (other than regular quarterly dividend payments, consistent with past practice), whether in cash or property, the amount of the cash portion of the Per Share Merger Consideration shall be appropriately adjusted such that the amount of cash to be received with respect to each share of Company Common Stock, or if a dividend shall have been paid in other property, cash and other property to be received with respect to each share of Company Common Stock, shall be equal to that which would have been received in the aggregate with respect to each share of Company Common Stock (on a per share equivalent basis) had the dividend been paid following the Company Effective Time at a time when the Laser Shares to be issued pursuant hereto had been issued to the holders of the shares of Company Common Stock owned Stock. (xiii) by the Company as treasury stock or (y) directly or indirectly by iPCS or the Company or any of their respective Subsidiaries (as defined below)) shall, by virtue of this Agreement and without any action on the part Each of the holder thereof, be converted into 0.7725 shares (the "Exchange Ratio") of validly issued, fully paid and nonassessable shares of iPCS Common Stock. All shares of Company Common Stock converted into iPCS Common Stock pursuant to in accordance with paragraph (i) of this Article I Section 3.1(a) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (each, a "Company Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent cease to have any rights with respect thereto, except the right to receive (i) certificates evidencing the number of whole shares of iPCS Common Stock and (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e). Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Common Stock Per Share Merger Consideration and cash in lieu of any fractional shares share of Laser Common Stock (determined in accordance with Section 3.4 hereof), to be issued or paid in consideration therefor upon the surrender of such Company Certificates certificate in accordance with Section 2.1 3.2 hereof, without any interest thereoninterest. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase Company Common Stock (other than a Permitted Company Issuance (as defined belowb)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted.

Conversion of Company Common Stock. (a) At the Effective Time, subject Subject to Section 1.7 and Section 2.1(e) hereofSections 2.2 ---------------------------------- through 2.4 below, each share of Company Common Stock (other than Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into and represent the right to receive: (i) the number of shares of Parent Common Stock rounded to the nearest ten-thousandth of a share equal to the quotient obtained by dividing (x) Three Million Two Hundred Thousand (3,200,000) shares of Parent Common Stock by (y) the number of "Company Common Stock Equivalents" (as defined below) outstanding at the Effective Time (the "Exchange Ratio"); provided, however, that an aggregate of ten percent (10%) of the shares of Parent Common Stock otherwise issuable to Shareholder upon conversion of Shareholder's shares of Company Common Stock shall be placed in an escrow (the "Escrow Shares") with Chicago Title Company as Escrow Agent pursuant to the terms of an Escrow Agreement (as more fully discussed in Section 9.6). "Company Common Stock Equivalents" shall mean the sum of (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time plus (other than ii) the number of shares of Company Common Stock owned required to be reserved for issuance upon the exercise of any Company options, warrants or other convertible instruments outstanding at the Effective Time (x) by the Company as treasury stock or (y) directly or indirectly by iPCS or the Company or any of their respective Subsidiaries (as defined below)) shall, by virtue of this Agreement and without any action on the part regardless of the holder thereofdegree to which such options, warrants and other convertible instruments may then be converted into 0.7725 shares (the "Exchange Ratio") of validly issued, fully paid and nonassessable shares of iPCS Common Stockvested or exercisable). All shares of Company Common Stock Stock, when so converted into iPCS Common Stock pursuant to this Article I shall no longer be outstanding and upon the Merger, shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate (each, a "Company Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent cease to have any rights with respect thereto, except the right to receive (i) certificates evidencing the number of whole shares of iPCS Common Stock and (ii) the cash in lieu of fractional shares into which the shares of Company Parent Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e). Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Company Certificates certificate in accordance with Section 2.1 hereof2.3, without any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase Company Common Stock (other than a Permitted Company Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjustedinterest.

Conversion of Company Common Stock. (a) At the Effective Time, subject to Section 1.7 and Section 2.1(e2.02(c) hereof, each share of the common stock, par value $1.00 per share, of the Company (the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock owned (x) by held in the Company as Company's treasury stock or (y) directly or indirectly by iPCS or Parent, Purchaser, the Company or any of their respective Subsidiaries the Bank (except for Trust Account Shares and DPC Shares (as such terms are defined belowin Section 1.05(b) hereof) and (ii) Objecting Shares (as such term is defined in Section 1.06 hereof)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into 0.7725 shares (the "Exchange Ratio") of validly issued, fully paid and nonassessable exchangeable for 1.0419 shares of iPCS Parent Common StockStock rounded to the nearest ten thousandth of a share, it being understood that the foregoing Exchange Ratio is applicable only after giving effect to the Holding Company Reorganization. All of the shares of Company Common Stock converted into iPCS Parent Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each certificate (each, each a "Company Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive (i) certificates evidencing the number of whole shares of iPCS Parent Common Stock and (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a1.05(a) and Section 2.1(e2.02(c) hereof (the "Merger Consideration"). Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Parent Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Company Certificates in accordance with Section 2.1 2.02 hereof, without any interest thereon. The parties understand and agree that If prior to the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and thatEffective Time Purchaser or Parent should split or combine its common stock, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or pay a special cash or stock dividend or other distribution in such common stock equivalents of the Company is greater than or less other than the amounts specifically set forth in Section 4.2 (including exchange of stock contemplated to occur as a result of (i) any inaccuracy the Holding Company Reorganization which is already reflected in the representations and warranties set forth in Section 4.2Exchange Ratio, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase Company Common Stock (other than a Permitted Company Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement), then the Exchange Ratio shall be appropriately adjusted. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights adjusted to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock reflect such split, reverse stock splitcombination, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusteddistribution.

Conversion of Company Common Stock. (a) At the Effective Time, subject to Section 1.7 1.8, Section 2.2(e) and Section 2.1(e9.1(g) hereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock owned held in the Company's treasury, (xii) by unallocated shares of Company Common Stock held in the Company's Recognition and Retention Plans and related trusts, and (iii) shares of Company as treasury stock or (y) Common Stock held directly or indirectly by iPCS Parent or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Shares, as such terms are defined in Section 1.4(b) hereof)) shall, shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into 0.7725 and become the right to receive, at the election of the holder thereof as provided in Section 1.5, either: (i) a number of shares of common stock, par value $0.01 per share, of Parent ("Parent Common Stock") (together with the "number of Parent Rights (as defined in Section 5.2 hereof) associated therewith) equal to the Final Exchange Ratio", or (ii) of validly issuedcash in an amount equal to the Per Share Consideration. (b) At the Effective Time, fully paid and nonassessable shares of iPCS Common Stock. All (i) all shares of Company Common Stock converted into iPCS that are owned by the Company as treasury stock, (ii) all unallocated shares of Company Common Stock pursuant held in the Company's Recognition and Retention Plans and related trusts, and (iii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to this Article I herein as "Trust Account Shares") and (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as "DPC Shares"), shall no longer be outstanding and shall automatically be cancelled and shall cease to existexist and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent, (c) On and each certificate (eachafter the Effective Time, a "Company Certificate") previously representing any such holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") shall thereafter only represent cease to have any rights as stockholders of the Company, except the right to receive the consideration set forth in this Article I (ithe "Merger Consideration") certificates evidencing for each such share held by them. (d) If, between the number date of whole this Agreement and the Effective Time, the shares of iPCS Parent Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, appropriate adjustments shall be made to the Preliminary Stock Ratio, the Minimum Stock Ratio, the Maximum Stock Ratio and the Final Exchange Ratio. (e) For purposes of this Agreement the following terms shall (subject to Section 9.1(g)) have the meanings indicated: "Aggregate Cash Consideration" shall mean the product obtained by multiplying (x) the Outstanding Shares Number by (y) $20.25. "Aggregate Merger Consideration" shall mean the sum of (x) the Aggregate Cash Consideration and (iiy) the cash in lieu Aggregate Stock Consideration. "Aggregate Stock Consideration" shall mean (w) 0.5 multiplied by (x) the Outstanding Shares Number multiplied by (y) the Average Closing Price multiplied by (z) the Preliminary Stock Ratio. "Average Closing Price" shall mean the average of fractional shares into the closing sale prices per share for Parent Common Stock as reported on the National Association of Securities Dealers Automated Quotation/National Market System ("NASDAQ/ NMS") (as reported by The Wall Street Journal, or, if not reported thereby, another authoritative source, during the ten (10) consecutive trading-day period during which the shares of Parent Common Stock are traded on the Nasdaq Stock Market National Market System ("Nasdaq") ending on the tenth business day immediately prior to the anticipated Effective Time. "Final Exchange Ratio" shall mean the quotient, rounded to the nearest ten-thousandth, obtained by dividing the Per Share Consideration by the Average Closing Price. "Outstanding Shares Number" shall mean shares of Company Common Stock represented issued and outstanding immediately prior to the Effective Time. "Per Share Consideration" shall mean the quotient obtained by such Company Certificate have been converted pursuant dividing the Aggregate Merger Consideration by the Outstanding Shares Number. "Preliminary Stock Ratio" shall mean the quotient, rounded to this Section 1.4(athe nearest ten-thousandth obtained by dividing $40.50 by the Average Closing Price provided, that (i) and Section 2.1(e). Company Certificates previously representing shares of Company Common if the Average Closing Price is equal to or greater than $31.05, the Preliminary Stock Ratio shall be exchanged for certificates representing whole shares of iPCS Common 1.3043 (the "Minimum Stock Ratio"), and cash in lieu of fractional shares issued in consideration therefor upon (ii) if the surrender of such Company Certificates in accordance with Section 2.1 hereof, without any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents of the Company Average Closing Price is greater than equal to or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase Company Common Stock (other than a Permitted Company Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement)$22.95, the Exchange Preliminary Stock Ratio shall be appropriately adjusted1.7647 (the "Maximum Stock Ratio"). Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted.1.5

Conversion of Company Common Stock. (a) At the Effective Time, subject to Section 1.7 and Section 2.1(e2.2(e) hereof, each share of the common stock, par value $0.01 per share, of the Company (the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned held (x) by in the Company as Company's treasury stock or (y) directly or indirectly by iPCS Buyer or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC shares, as such terms are defined in Section 1.4(b) hereof)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into 0.7725 and exchangeable for 1.19 shares (the "Exchange Ratio") of validly issuedthe common stock, fully paid and nonassessable shares par value $2.50 per share, of iPCS Buyer ("Buyer Common Stock") (together with the number of Buyer Rights (as defined in Section 4.2 hereof) associated therewith). All of the shares of Company Common Stock converted into iPCS Buyer Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each certificate (each, each a "Company Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive (i) certificates evidencing the number of whole shares of iPCS Buyer Common Stock and (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e)2.2(e) hereof. Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Buyer Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Company Certificates in accordance with Section 2.1 2.2 hereof, without any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and thatIf, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after between the date of this Agreement and the Effective Time, the shares of restricted stock, options, warrants or other rights to purchase Company Buyer Common Stock (other than shall be changed into a Permitted Company Issuance (as defined below)) different number or (iii) class of shares by reason of any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Companyreclassification, recapitalization, reclassification spilt- up, combination, exchange of shares or other like change occurring after the readjustment, or a stock dividend thereon shall be declared with a record date of this Agreement)within said period, the Exchange Ratio shall be appropriately adjusted. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjustedadjusted accordingly.

Conversion of Company Common Stock. (a) At the Effective Time, subject to Section 1.7 and Section 2.1(e2.2(e) hereof, each share of the Class A Common Stock, par value $.01 per share, of the Company (the "Class A Common Stock") and each share of the Class B Common Stock, par value $.01 per share, of the Company (the "Class B Common Stock" and, together with the Class A Common Stock, the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined in Section 1.3(b) hereof) and other than shares of Company Common Stock owned (x) by the Company as treasury stock or (y) directly or indirectly by iPCS Parent or the Company (except for shares held in managed accounts, trust accounts or any of their respective Subsidiaries (as defined belowotherwise in a fiduciary capacity that are beneficially owned by third parties)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into 0.7725 and exchangeable for .9085 shares (the "Exchange Ratio") of validly issuedthe common stock, fully paid and nonassessable shares par value $2.00 per share, of iPCS Parent (together with the number of Parent Rights (as defined in Section 4.2 hereof) associated therewith) ("Parent Common Stock"). All of the shares of Company Common Stock converted into iPCS Parent Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each certificate (each, each a "Company Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive (i) certificates evidencing the number of whole shares of iPCS Parent Common Stock and (ii) the cash in lieu of fractional shares of Parent Common Stock into which the shares of Company Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e)Agreement. Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Parent Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Company Certificates in accordance with Section 2.1 2.2 hereof, without any interest thereon. The parties understand and agree that If prior to the Exchange Ratio has been calculated based upon Effective Time, Parent should split or combine the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of outstanding shares of Company Parent Common Stock, Company Options (as defined below) or pay a dividend or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy distribution in the representations and warranties set forth in Section 4.2Parent Common Stock, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase Company Common Stock (other than a Permitted Company Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement), then the Exchange Ratio shall be appropriately adjustedadjusted to reflect such split, combination, dividend or distribution. FurtherAt the Effective Time, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding all shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Company Common Stock owned directly or indirectly by Parent or the Company (except for shares held in managed accounts, trust accounts or otherwise in a fiduciary capacity that are beneficially owned by third parties)) shall be cancelled and shall cease to exist and no stock of Parent or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio consideration shall be appropriately adjusteddelivered in exchange therefor.

Conversion of Company Common Stock. (a) At the Effective Time, subject to Section 1.7 1.8 and Section 2.1(e) hereof, each share of common stock, par value $0.01 per share, of the Company (the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned held (x) by in the Company as Company's treasury stock or (y) directly or indirectly by iPCS Public or the Company or any of their respective Subsidiaries (as defined below)) (including all shares of Series A-1 Convertible Participating Preferred Stock, par value $.01 per share, of the Company ("Series A-1 Preferred Stock") and Series A-2 Convertible Participating Preferred Stock, par value $.01 per share, of the Company ("Series A-2 Preferred Stock" and together with the Series A-1 Preferred Stock, the "Company Preferred Stock") which shall have been converted into Company Common Stock immediately prior to the Effective Time in accordance with Section 5(b)(ii) of the respective Certificates of Designations (each, a "Certificate of Designations") with respect thereto) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into 0.7725 0.1594 shares (the "Exchange Ratio") of validly issued, fully paid and nonassessable shares of iPCS Public Common Stock. All shares of Company Common Stock converted into iPCS Public Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each certificate (each, a "Company Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive (i) certificates evidencing the number of whole shares of iPCS Public Common Stock and (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e). Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Public Common Stock and cash in lieu of fractional shares issued in consideration therefor therefore upon the surrender of such Company Certificates in accordance with Section 2.1 hereof, without any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) Preferred Stock, Company Options, Company Warrants or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including including, without limitation, as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance or expiration after the date of this Agreement of restricted stock, options, warrants or other rights to purchase Company Common Stock (other than a Permitted Company Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted. Further, Notwithstanding anything to the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and thatcontrary, in no event shall the event the aggregate number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Public Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of issued (i) any inaccuracy in at the representations Effective Time pursuant to this Section 1.4(a) and warranties set forth in Section 5.2, (ii) upon the issuance after the date exercise of this Agreement of restricted stock, all options, warrants or other rights to purchase iPCS Company Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of assumed by Public pursuant to this Agreement), the Exchange Ratio shall be appropriately adjustedexceed 13,500,000.

Conversion of Company Common Stock. (a) At the Effective Time, subject to Section 1.7 2.2(e) and Section 2.1(e9.1(g) hereof, each share of the common stock, par value $0.01 per share, of the Company (the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock owned held in the Company's treasury, (xii) by the shares of Company as treasury stock or (y) Common Stock held directly or indirectly by iPCS Parent or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Shares, as such terms are defined in Section 1.4(b) hereof), and (iii) unallocated shares of Company Common Stock held in the Company Bank's Recognition and Retention Plan for Officers and Employees and the Company Bank's Recognition and Retention Plan for Outside Directors (collectively, the "Unallocated RRP Shares")), together with the rights (the "Company Rights") attached thereto issued pursuant to the Rights Agreement, dated as of January 23, 1995, between the Company and Mellon Bank, N.A., as Rights Agent (the "Company Rights Agreement"), shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into 0.7725 and exchangeable for 4.194 shares (the "Exchange Ratio") of validly issuedthe common stock, fully paid and nonassessable shares par value $.01 per share, of iPCS Parent ("Parent Common Stock") (together with the number of Parent Rights (as defined in Section 5.2 hereof) associated therewith). All of the shares of Company Common Stock converted into iPCS Parent Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each certificate (each, each a "Company Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive (i) certificates evidencing the number of whole shares of iPCS Parent Common Stock and (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e)2.2(e) hereof. Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Parent Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Company Certificates in accordance with Section 2.1 2.2 hereof, without any interest thereon. The parties understand If, between the date of this Agreement and agree that the Effective Time, the shares of Parent Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Exchange Ratio has been calculated based upon shall be adjusted accordingly. (b) At the accuracy Effective Time, (i) all shares of Company Common Stock that are owned by the representations Company as treasury stock, (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and warranties set forth the like or otherwise held in Section 4.2 a fiduciary capacity for the benefit of third parties (any such shares, and thatshares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as "Trust Account Shares") and (y) held by Parent or the Company or any of their respective Subsidiaries in the event the number respect of outstanding a debt previously contracted (any such shares of Company Common Stock, Company Options and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, being referred to herein as "DPC Shares")) and (as defined belowiii) all Unallocated RRP Shares shall be cancelled and shall cease to exist and no stock of Parent or other stock equivalents consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result any of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase Company Common Stock its Subsidiaries (other than a Permitted Company Issuance (as defined below)Trust Account Shares and DPC Shares) or (iii) any shall become treasury stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjustedParent. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted.1.5

Conversion of Company Common Stock. (a) At the Effective Time, subject Subject to Section 1.7 Sections 2.02 and Section 2.1(e) hereof2.03, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned to be canceled in accordance with Section 2.01(ii) and Dissenting Shares) shall be converted into the right to receive (x) the fraction of a share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) obtained by dividing (A) $10.00 by (B) the Company as treasury stock or (y) directly or indirectly by iPCS or the Company or any of their respective Subsidiaries Parent Trading Price (as defined below)) shall; provided, by virtue of this Agreement and without any action on however, that if the part of Parent Trading Price is equal to or less than $34.42, the holder thereof, be converted into 0.7725 shares Exchange Ratio shall equal 0.2905 (the "Exchange Ratio"“Stock Consideration”) of validly issuedand (y) $30.00 in cash (the “Cash Consideration” and, fully paid and nonassessable shares of iPCS Common Stocktogether with the Stock Consideration, the “Merger Consideration”). All such shares of Company Common Stock converted into iPCS Common Stock pursuant to this Article I Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate (each, a "Company Certificate"or evidence of shares in book-entry form) previously representing that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter only represent cease to have any rights with respect thereto, except the right to receive (i) certificates evidencing the number of whole shares of iPCS Common Stock Merger Consideration and (ii) the any cash in lieu of fractional shares into which the shares of Company Parent Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e). Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Common Stock and cash in lieu of fractional shares issued or paid in consideration therefor and any dividends or other distributions to which holders become entitled upon the surrender of such Company Certificates Certificate in accordance with Section 2.1 hereof2.02, without any interest thereoninterest. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy For purposes of the representations and warranties set forth in Section 4.2 and thatthis Agreement, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in “Parent Common Stock” means the representations common stock, par value $1.00 per share, of Parent and warranties set forth in Section 4.2, (ii) “Parent Trading Price” means the issuance after volume-weighted sales price per share taken to four decimal places of Parent Common Stock as reported by the New York Stock Exchange for the consecutive period of thirty trading days beginning at 9:30 a.m. New York time on the thirty-third trading day immediately preceding the Closing Date and concluding at 4:00 p.m. New York time on the third trading day immediately preceding the Closing Date, as calculated by Bloomberg Financial LP under the function “VWAP.” Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of restricted stock, options, warrants Parent Common Stock or other rights to purchase Company Common Stock (other than shall have been changed into a Permitted Company Issuance (as defined below)) different number of shares or (iii) a different class, by reason of any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Companysubdivision, reclassification, recapitalization, reclassification split, combination or other like change occurring after exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the date number of shares of Parent Common Stock or Company Common Stock, as the case may be, will be appropriately adjusted to provide to Parent and the holders of Company Common Stock the same economic effect as contemplated by this AgreementAgreement prior to such event. As provided in Section 2.02(j), the Exchange Ratio right of any holder of a Certificate to receive the Merger Consideration shall be appropriately adjusted. Further, subject to and reduced by the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy amount of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjustedrequired withholding under applicable Tax Law.

Conversion of Company Common Stock. Except for shares of Company Common Stock held by Xxxxxxx X. Xxxxxxx (a) At the Effective Time, subject to Section 1.7 and Section 2.1(e) hereof“Principal Stockholder”), each share of Company Common Stock Stock, issued and outstanding immediately prior to the Effective Time of Merger I (other than dissenting shares of Company Common Stock owned (x) by the Company as treasury stock or (y) directly or indirectly by iPCS or the Company or any of their respective Subsidiaries (as defined belowand shares cancelled pursuant to Section 3.1(c)) shall), by virtue of this Agreement and without any action on the part of the holder thereof, shall be converted into 0.7725 the right to receive [ ] shares of Parent Common Stock (the "“Exchange Ratio") of validly issued, fully paid and nonassessable shares of iPCS Common Stock”). All shares of Company Common Stock held of record by the Principal Stockholder shall be converted into iPCS the right to receive $[ ], without interest. As of the Effective Time of Merger I, all shares of Company Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each certificate (each, a "Company Certificate") previously representing holder of any such shares of Company Common Stock shall thereafter only represent cease to have any rights with respect thereto, except (i) in the case of all Company Stockholders (excluding the Principal Stockholder), the right to receive (i) upon the surrender of such shares, certificates evidencing the number of whole shares of iPCS Common Stock and (ii) the cash in lieu of fractional shares into which representing the shares of Company Parent Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e). Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Common Stock Stock, and cash in lieu of fractional shares issued of Parent Common Stock upon surrender of such shares in consideration therefor accordance with Section 3.7(c), without interest, and, (ii) in the case of the Principal Stockholder, the right to receive upon the surrender of such Company Certificates shares, the cash payment provided for in accordance with this Section 2.1 hereof3.1(c). Notwithstanding the foregoing, without any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after if between the date of this Agreement and the Effective Time of restricted stockMerger I, options, warrants the outstanding shares of Parent Common Stock or other rights to purchase Company Common Stock (other than shall have been changed into a Permitted Company Issuance (as defined below)) different number of shares or (iii) a different class, by reason of any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Companysubdivision, reclassification, recapitalization, reclassification split, combination or other like change occurring after the date exchange of this Agreement)shares, or any similar event shall have occurred, the Exchange Ratio shall be appropriately adjusted. Further, correspondingly adjusted to provide to the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy holders of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Company Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including same economic effect as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of contemplated by this Agreement of restricted stock, options, warrants or other rights prior to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjustedsuch event.

Conversion of Company Common Stock. (a) At the Effective Time, subject to Section 1.7 and Section 2.1(e2.2(e) hereof, each share of the common stock, par value $0.01 per share, of the Company (the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned (x) by the Company as treasury stock or (y) held directly or indirectly by iPCS Buyer or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Shares, as such terms are defined in Section 1.4(b) hereof)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into 0.7725 and exchangeable for 1.18 shares (the "Exchange Ratio") of validly issuedthe common stock, fully paid and nonassessable shares par value $5.00 per share, of iPCS Buyer ("Buyer Common Stock"). All of the shares of Company Common Stock converted into iPCS Buyer Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each certificate (each, each a "Company Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive (i) certificates evidencing the number of whole shares of iPCS Buyer Common Stock and (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e)2.2(e) hereof. Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Buyer Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Company Certificates in accordance with Section 2.1 2.2 hereof, without any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and thatIf, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after between the date of this Agreement and the Effective Time, the outstanding shares of restricted stock, options, warrants or other rights to purchase Company Buyer Common Stock (other than shall be changed into a Permitted Company Issuance (as defined below)) different number or (iii) class of shares by reason of any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Companyreclassification, recapitalization, reclassification split-up, combination, exchange of shares or other like change occurring after the readjustment, or a stock dividend thereon shall be declared with a record date of this Agreement)within said period, the Exchange Ratio shall be appropriately adjusted. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjustedadjusted accordingly.

Conversion of Company Common Stock. (a) At the Effective Time, subject to Section 1.7 and Section 2.1(e) hereof2.2(e), each share of the common stock, par value $2.00 per share, of the Company (“Company Common Stock Stock”), issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned (x) by held in the Company as treasury stock or Company’s treasury, (y) held by stockholders (the “Dissenting Stockholders”) duly exercising appraisal rights, if any, pursuant to N.J.B.A. §17:9A-140. and (z) held directly or indirectly by iPCS Parent or the Company or any of their respective Subsidiaries (as defined belowin Section 3.3(a) hereof) (except for Trust Account Shares and DPC Shares (as such terms are defined in Section 1.4(b) hereof)) ), shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into 0.7725 shares and exchangeable for one share (the "“Exchange Ratio"”) of validly issuedthe common stock, fully paid and nonassessable shares par value $0.01 per share, of iPCS Parent (“Parent Common Stock”). All of the shares of Company Common Stock converted into iPCS Parent Common Stock pursuant to this Article I Section 1.4(a) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each certificate (each, a "Company “Certificate"”) previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive (i) certificates evidencing the number of whole shares of iPCS Parent Common Stock and (ii) the cash in lieu of any fractional shares into which the shares of Company Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e)2.2(e) hereof. Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Parent Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Company Certificates in accordance with Section 2.1 2.2 hereof, without any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and thatIf, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after between the date of this Agreement and the Effective Time, the shares of restricted stock, options, warrants or other rights to purchase Company Parent Common Stock (other than shall be changed into a Permitted Company Issuance (as defined below)) different number or (iii) class of shares by reason of any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Companyreclassification, recapitalization, reclassification split-up, combination, exchange of shares or other like change occurring after the readjustment, or a stock dividend thereon shall be declared with a record date of this Agreement)within said period, the Exchange Ratio shall be appropriately adjusted. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately equitably adjusted.

Conversion of Company Common Stock. (a) At the Effective Time, subject to Section 1.7 and Section 2.1(e2.2(e) hereof, each share of the common stock, par value $0.01 per share, of the Company (the "Company Common Stock Stock") issued and outstanding out standing immediately prior to the Effective Time (other than shares of Company Common Stock owned (x) by the Company as treasury stock or (y) held directly or indirectly by iPCS Buyer or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Shares, as such terms are defined in Section 1.4(b) hereof)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into 0.7725 and exchangeable for 1.18 shares (the "Exchange Ratio") of validly issuedthe common stock, fully paid and nonassessable shares par value $5.00 per share, of iPCS Buyer ("Buyer Common Stock"). All of the shares of Company Common Stock converted into iPCS Buyer Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each certificate (each, each a "Company Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive (i) certificates evidencing the number of whole shares of iPCS Buyer Common Stock and (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e)2.2(e) hereof. Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Buyer Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Company Certificates in accordance with Section 2.1 2.2 hereof, without with out any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and thatIf, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after between the date of this Agreement and the Effective Time, the outstanding shares of restricted stock, options, warrants or other rights to purchase Company Buyer Common Stock (other than shall be changed into a Permitted Company Issuance (as defined below)) different number or (iii) class of shares by reason of any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Companyreclassification, recapitalization, reclassification split-up, combination, exchange of shares or other like change occurring after the readjustment, or a stock dividend thereon shall be declared with a record date of this Agreement)within said period, the Exchange Ratio shall be appropriately adjusted. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjustedadjusted accordingly.

Conversion of Company Common Stock. (a) At the Effective Time, subject to Section 1.7 2.2(e) and Section 2.1(e9.1(h) hereof, each share of the common stock, par value $0.01 per share, of the Company (the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than (x) shares of Company Common Stock owned (x) by held in the Company as treasury stock or Company's treasury, (y) shares of Company Common Stock held directly or indirectly by iPCS Buyer or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC shares, as such terms are defined in Section 1.4(b) hereof), or (z) unallocated shares of Company Common Stock held in the Company's Recognition and Retention Plans) together with the related Company Rights issued pursuant to the Company Rights Agreement (each as defined in Section 4.2(a) hereof) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into 0.7725 and exchangeable for 2.0 (two) shares (the "Exchange Ratio") of validly issuedthe common stock, fully paid and nonassessable shares par value $2.50 per share, of iPCS Buyer ("Buyer Common Stock"). All of the shares of Company Common Stock converted into iPCS Buyer Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each certificate (each, each a "Company Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive (i) certificates evidencing the number of whole shares of iPCS Buyer Common Stock and (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e)2.2(e) hereof. Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Buyer Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Company Certificates in accordance with Section 2.1 2.2 hereof, without any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and thatIf, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after between the date of this Agreement and the Effective Time, the shares of restricted stock, options, warrants or other rights to purchase Company Buyer Common Stock (other than shall be changed into a Permitted Company Issuance (as defined below)) different number or (iii) class of shares by reason of any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Companyreclassification, recapitalization, reclassification spilt-up, combination, exchange of shares or other like change occurring after the readjustment, or a stock dividend thereon shall be declared with a record date of this Agreement)within said period, the Exchange Ratio shall be appropriately adjusted. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjustedadjusted accordingly.