Common use of Manner of Conversion Clause in Contracts

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger:

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI Pentacon Stock and cash and (yii) outstanding Newco Stock into common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger:

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company COMPANY ("Company COMPANY Stock") and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI CSI Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger:

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI Home Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger:

Manner of Conversion. The manner of converting the outstanding shares of (i) outstanding capital stock of the Company ("Company Stock") and the outstanding shares of capital stock of Newco (ii) "Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x") TCI Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the MergerTime:

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company COMPANY ("Company COMPANY Stock") and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI VPI Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger:

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company COMPANY ("Company COMPANY Stock") and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI METALS Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger:

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the each Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger:

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI LandCARE Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger:

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") COMPANY Stock and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI Stock and VESTCOM Stock, (y) cash and (yz) shares of common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger:

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company COMPANY ("Company COMPANY Stock") and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI PC Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger:

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding capital stock of Newco ("Newco Stock") immediately prior to the Effective Time of the MergerTime, respectively, into shares of (x) TCI LandCARE Stock and cash (as defined below) and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the MergerTime:

Manner of Conversion. The manner of converting the shares of (ia) outstanding capital stock of the Company ("Company Stock") Stock and (iib) Newco Stock, each as issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into (i) FYI Stock and (ii) shares of (x) TCI Stock and cash and (y) common stock Common Stock, $.01 par value per share, of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger:

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) the capital stock of Newco ("Newco Stock, ") issued and outstanding immediately prior to the Effective Time of the MergerTime, respectively, into shares of (x) TCI Metals Stock and cash (as defined below) and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the MergerTime:

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the each Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI LandCARE Stock and cash and (y) common stock of the respective Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger:

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company each COMPANY ("Company COMPANY Stock") and (ii) Newco the appropriate NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI METALS Stock and cash and (y) common stock of the respective Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger:

Manner of Conversion. The manner of converting (i) the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time into the Merger Consideration (as defined below) and (ii) the shares of capital stock of Newco ("Newco Stock") issued and outstanding immediately prior to the Merger, respectively, Effective Time into shares of (x) TCI Stock and cash and (y) common stock of the Surviving Corporation, respectively, Corporation shall be as follows: set forth below in this Section 2.1. As of the Effective Time of the MergerTime: