Common use of CONVERSION OF Clause in Contracts

CONVERSION OF. SHARES At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any capital stock of the Company or Merger Sub: (a) each share of common stock, par value $.01 per share, of the Company ("Company Common Stock") (other than Dissenting Shares (as hereinafter defined)) issued and outstanding immediately prior to the Effective Time shall, subject to Section 3.3 hereof, be converted as follows: (i) each share of Company Common Stock owned by each of the shareholders set forth below, having been originally acquired from the Company pursuant to the 1990 Stock Purchase Agreement dated December 28, 1990, among the Company and five investors, will be converted into one share of Class C common stock, par value $.01 per share, of the Holding Company (the "Class C Common Stock"): NAME OF 1990 STOCK PURCHASE AGREEMENT HOLDER: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇; and (ii) each share of Company Common Stock owned by each of the shareholders set forth below, having been originally acquired form the Company pursuant to a 1995 Stock Purchase Agreement dated September 22, 1995, each between the Company and one of the following five shareholders, will be converted into one share of Class D common stock, par value $.01 per share, of the Holding Company (the "Class D Common Stock"): NAME OF 1995 STOCK PURCHASE AGREEMENT HOLDER: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ KSA Company ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; and (iii) each share of Company Common Stock owned by any other shareholder of the Company, having been originally acquired form the Company pursuant to any agreement other than the 1990 Stock Purchase Agreement or the 1995 Stock Purchase Agreements, will be converted into one share of Class B common stock, par value $.01 per share, of the Holding Company (the "Class B Common Stock"). 2

CONVERSION OF. SHARES At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any capital stock of the Company or Merger Sub: (a) each share of common stock, par value $.01 per share, of the Company ("Company Common Stock") (other than Dissenting Shares (as hereinafter defined)) issued and outstanding immediately prior to the Effective Time shall, subject to Section 3.3 hereof, be converted as follows: (i) each share of Company Common Stock owned by each of the shareholders set forth below, having been originally acquired from the Company pursuant to the 1990 Stock Purchase Agreement dated December 28, 1990, among the Company and five investors, will be converted into one share of Class C common stock, par value $.01 per share, of the Holding Company (the "Class C Common Stock"): NAME OF 1990 STOCK PURCHASE AGREEMENT HOLDER: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇; and (ii) each share of Company Common Stock owned by each of the shareholders set forth below, having been originally acquired form the Company pursuant to a 1995 Stock Purchase Agreement dated September 22, 1995, each between the Company and one of the following five shareholders, will be converted into one share of Class D common stock, par value $.01 per share, of the Holding Company (the "Class D Common Stock"): NAME OF 1995 STOCK PURCHASE AGREEMENT HOLDER: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ KSA Company ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; and (iii) each share of Company Common Stock owned by any other shareholder of the Company, having been originally acquired form the Company pursuant to any agreement other than the 1990 Stock Purchase Agreement or the 1995 Stock Purchase Agreements, will be converted into one share of Class B common stock, par value $.01 per share, of the Holding Company (the "Class B Common Stock"). 2A-2