Common use of Merger Consideration Clause in Contracts

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, having a par value $0.01 of one dollar per shareshare (each a "Company Share" and together the "Company Shares"), of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Company Shares that are owned by ParentSBC or Merger Sub, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and (ii) Company Shares that are owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case (i) and (ii) not held on behalf of third parties parties, or (but not including iii) Company Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement("Dissenting Shares") and (ii) Shares that are owned by stockholders shareholders (“"Dissenting Stockholders”Shareholders") who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 satisfy all of the DGCL requirements to demand payment for such shares in accordance with Sections 33-855 through 33-872 of the CBCA (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “"Excluded Company Shares”")) shall be converted into the right to receive $27.25 per Share in cash, without interest 0.8784 of a share (the “Per Share "Exchange Ratio") of Common Stock, par value $1 per share, of SBC ("SBC Common Stock"), subject to adjustment as provided in Section 4.4 (the "Merger Consideration”"). All references in this agreement to SBC Common Stock to be issued pursuant to the Merger shall be deemed to include the corresponding rights ("SBC Rights") to purchase shares of SBC Common Stock pursuant to the SBC Rights Agreement (as defined in Section 5.3(a)), except where the context otherwise requires. At the Effective Time, all of the Company Shares shall cease to no longer be outstanding, shall be cancelled and retired and shall cease to exist, and each certificate (a “"Certificate”") formerly representing any of the Company Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Company Shares) shall thereafter represent only the right to the Merger Consideration and the right, if any, to receive the Per Share Merger Considerationpursuant to Section 4.2(d) cash in lieu of fractional shares into which such Company Shares have been converted pursuant to this Section 4.1(a) and any distribution or dividend pursuant to Section 4.2(b), in each case without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stockCommon Stock, par value $0.01 per share, of the Company (a “"Share” " or, collectively, the “"Shares”" and such Common Stock being herein called the "Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary subsidiary of Parent and (collectively, the "Parent Companies") or Shares that are owned by the Company or any direct or indirect wholly-owned Subsidiary subsidiary of the Company, Company and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “"Excluded Share” " and collectively, “"Excluded Shares”")) shall be converted into into, and become exchangeable for, the right to receive $27.25 per Share in cash, without interest number of shares (the “Per Share "Merger Consideration”). ") of Common Stock, par value $0.01 per share, of Parent ("Parent Common Stock") equal to the amount (the "Conversion Number") determined pursuant to the formula set forth in Exhibit B. At the Effective Time, all of the Shares shall cease to no longer be outstanding, outstanding and shall be cancelled and retired and shall cease to exist, and each certificate (a “"Certificate”") formerly representing any of the such Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to the Merger Consideration and the right, if any, to receive pursuant to Section 4.2(e) cash in lieu of fractional shares into which such Shares have been converted pursuant to this Section 4.1(a) and any distribution or dividend pursuant to Section 4.2(c). Subject to Section 4.3, the Per Share Merger Consideration, without interest, and each Certificate formerly representing Excluded Shares or Book Entry shall also include any Shares ("Dissenting Shares") that are owned by stockholders ("Dissenting Stockholders shall thereafter only represent Stockholders") exercising appraisal rights pursuant to Section 262 of the right to receive the payment to which reference is made in Section 4.2(f)DGCL.

Merger Consideration. Each Subject to the allocation and election procedures in Section 4.2 and subject to Section 4.5, each share of the common stock, par value $0.01 per share, of the Company (the "Common Stock"), including the associated right to purchase Series A Junior Participating Preferred Stock (each a “"Right" and together with the Common Stock, a "Share” or" and, collectively, the “"Shares”") issued pursuant to the Rights Agreement, dated as of December 20, 1989, as amended by an amendment dated as of July 23, 1997, by and between the Company and First Chicago Trust Company of New York, as Rights Agent, (the "Rights Agreement"), issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub Parent or any other direct or indirect wholly-owned Subsidiary of Parent and Shares that are owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, Company and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “"Excluded Share” " and collectively, “"Excluded Shares”")) shall be converted into the right to receive either (i) $27.25 per Share 28.50 in cashcash (the "Cash Consideration") or (ii) .775 shares of common stock, without interest par value, of Parent (the “Per Share "Parent Common Stock") (the "Stock Consideration" and, together with the Cash Consideration, the "Merger Consideration”"). All references in this agreement to Parent Common Stock to be issued pursuant to the Merger shall be deemed to include the corresponding rights ("Parent Rights") to purchase Series A Junior Participating Preferred Stock of Parent pursuant to the Parent Rights Agreement (as defined in Section 5.1(b)(ii)), except where the context otherwise requires. At the Effective Time, all of the Shares shall cease to no longer be outstanding, outstanding and shall be cancelled canceled and retired and shall cease to exist, and each certificate (a “"Certificate”") formerly representing any of the such Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration and the right, without interestif any, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment pursuant to which reference is made in Section 4.2(f) cash in lieu of fractional shares into which such Shares have been converted pursuant to this Section 4.1(a) and any dividends or other distributions pursuant to Section 4.2(d).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) of the Company who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share the Shares referred to in this clause (ii), “Dissenting Shares”, the holders of such Shares, “Dissenting Stockholders,” and the Dissenting Shares together with the Shares referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively), “Excluded Shares”)) shall be converted into the right to receive $27.25 35.00 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of each Share converted into the Shares right to receive the Per Share Merger Consideration pursuant to this Section 4.1(a) shall cease to be outstanding, shall be cancelled and shall cease to existexist as of the Effective Time, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) (each, a “Share Certificate”) and each book entry account formerly representing any non-certificated Share represented by book-entry Shares (other than Excluded Shares) (each, a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration in respect of each Share represented thereby, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” orand, collectively, the “Shares”) of Common Stock and Preferred Stock issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary subsidiary of Parent Parent, and in each case not held on behalf of a third party, (ii) Dissenting Shares owned (as defined below), and (iii) Shares held by the Company in treasury or held by any direct or indirect wholly-owned Subsidiary of the Company, Company and in each case not held on behalf of a third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL party (each Share referred to in clause clauses (i) or clause through (iiiii) above being an “Excluded Share” and and, collectively, the “Excluded Shares”) shall be converted into the right to receive $27.25 per Share an amount in cash, without interest interest, equal to (x) the applicable Per Share Closing Consideration and (y) any amounts required to be paid pursuant to Section 4.1(b)(iv)(A)(2) or Section 4.1(b)(iv)(B), as applicable (collectively, the “Per Share Merger Consideration”). At the Effective Time, all All of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each any non-certificated Share Shares represented by book-entry (a “Book Entry Share”) (in each case, other than Excluded Shares) shall thereafter cease to have any rights with respect to such Shares and shall represent only the right to receive the Per applicable Merger Consideration per Share Merger Considerationmultiplied by the number of such Shares formerly represented thereby, without interest. For the avoidance of doubt, the number of Shares issued and each Certificate formerly representing Shares outstanding immediately prior to the Effective Time does not impact the calculation or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent amount of the right to receive the payment to which reference is made in Section 4.2(f)aggregate Merger Consideration.

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub that are to be cancelled or any other direct converted in accordance with Section 4.01(b) or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangementSection 4.01(c) and (ii) Shares that are owned by stockholders of the Company who did not vote in favor of this Agreement or the Merger (“Dissenting Stockholders”or consent thereto in writing) and who have perfected demanded and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share the Shares referred to in clause (ii), “Dissenting Shares,” and the Shares referred to in clauses (i) or clause and (ii) being an “Excluded Share” and ), collectively, “Excluded Shares”)) shall be converted into the right to receive $27.25 10.50 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares converted into the right to receive the Merger Consideration pursuant to this Section 4.01(a) shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shareseach, a “Share Certificate”) and each non-certificated Share or otherwise if the Company then has Shares which are not certificated, the applicable number of uncertificated Shares represented by book-entry (a the “Book Book-Entry ShareShares”) (in each case, other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stockCommon Stock, par value $0.01 per share, of the Company (the "Common Stock"), including the associated right to purchase one-twentieth of a “share of Series A Preferred Stock, par value $0.01 per share ("Series A Preferred Stock"), of the Company (each a "Right" and, together with the Common Stock, a "Share” " or, collectively, the “"Shares”") issued pursuant to the Amended and Restated Rights Agreement, dated as of February 11, 1999, between the Company and Norwest Bank Minnesota, National Association, as Rights Agent (the "Rights Agreement"), issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by ING, Parent, Merger Sub or any other direct Subsidiary (as defined in Section 5.1(a)(i)) of ING (collectively, the "ING Companies") or indirect wholly-owned Subsidiary of Parent and Shares that are owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, Company and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” parties, or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares ("ESOP Shares") held by the Reliastar Financial Corp. Success Sharing Plan and ESOP (the "ESOP Plan") or (iii) Shares ("Dissenting Shares") that are owned by stockholders (“"Dissenting Stockholders”") who have perfected and not withdrawn a demand for exercising appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “"Excluded Share” " and collectively, “"Excluded Shares”")) shall be converted into the right to receive $27.25 per Share 54.00 in cash, without interest cash (the “Per Share "Merger Consideration”"). At the Effective Time, all of Shares issued and outstanding immediately prior to the Shares Effective Time shall cease to no longer be outstanding, outstanding and shall be cancelled canceled and retired and shall cease to exist, and each certificate (a “"Certificate”") formerly representing any of the such Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each common share of the common stock, par value $0.01 per share, of representing limited liability company interests in the Company (each, a “Share” or, collectivelyand the holders of Shares, the “SharesShareholders”) ), having the rights and obligations specified in the Amended and Restated Limited Liability Company Agreement of the Company, effective as of January 1, 2015 (the “Company LLC Agreement”), issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) Shareholders who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of DGCL and the DGCL Company LLC Agreement (each Share the Shares referred to in this clause (ii), “Dissenting Shares”, the holders of such Shares, “Dissenting Shareholders,” and the Dissenting Shares together with the Shares referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively), “Excluded Shares”)) shall be converted into the right to receive $27.25 7.50 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of each Share converted into the Shares right to receive the Per Share Merger Consideration pursuant to this Section 4.1(a) shall cease to be outstanding, shall be cancelled and shall cease to existexist as of the Effective Time, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) (each, a “Share Certificate”) and each book entry account formerly representing any non-certificated Share represented by book-entry Shares (other than Excluded Shares) (each, a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration in respect of each Share represented thereby, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stockCommon Stock, par value $0.01 0.001 per share, of the Company (a “Share” "SHARE" or, collectively, the “Shares”"SHARES") issued and outstanding immediately prior to the Effective Time (other than (i) Dissenting Shares, Shares owned by Parent, Merger Sub Subsidiary or any other direct or indirect wholly-owned Subsidiary subsidiary of Parent (collectively, the "PARENT COMPANIES") and Shares that are owned by the Company or any direct or indirect wholly-owned Subsidiary subsidiary of the Company, Company and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”"EXCLUDED SHARES")) shall be converted into into, and become exchangeable for, the right Merger Consideration (as defined below). Notwithstanding the immediately preceding sentence, no fractional shares of Parent Common Stock (as defined below) will be issuable pursuant to receive $27.25 per Share this Section 4.1(a); rather, in cashthe event that the aggregate Merger Consideration to which any holder of Shares is otherwise entitled pursuant to this Section 4.1(a) and Section 4.2 includes a fractional share of Parent Common Stock, without interest (the “Per Share number of shares of Parent Common Stock comprising the Merger Consideration”)Consideration to which such holder of Shares is entitled shall be rounded up to the nearest whole number. At the Effective Time, all of the Shares shall cease to no longer be outstanding, outstanding and shall be cancelled canceled and retired and shall cease to exist, and each certificate (a “Certificate”"CERTIFICATE") formerly representing any of the such Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration and the right, without interestif any, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive any distribution or dividend pursuant to Section 4.2(c). As used herein, the payment to which reference is made in Section 4.2(f).term "MERGER CONSIDERATION shall mean that number of shares of Common Stock, par value $0.001 per share, of Parent ("PARENT COMMON STOCK") determined as follows:

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (ii) Shares that are owned by stockholders of the Company (“Dissenting Stockholders”) who have perfected properly demanded and not withdrawn a demand for for, or lost their right to, appraisal rights pursuant to Section 262 of the DGCL (each Share the Shares referred to in clause (ii), “Dissenting Shares”, and the Shares referred to in clauses (i) or clause and (ii) being an “Excluded Share” and collectively), “Excluded Shares”)) shall be converted into the right to receive $27.25 128.00 (one hundred twenty eight dollars and zero cents) per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares converted into the right to receive the Merger Consideration pursuant to this Section 4.1(a) shall cease to be outstanding, shall be cancelled and shall cease to existexist as of the Effective Time, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) (each, a “Share Certificate”) and each book-entry account formerly representing any non-certificated Share represented by book-entry (a “Book Entry Share”) Shares (other than Excluded Shares) (each, a “Book-Entry Share”) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each outstanding share of the common stock, par value $0.01 0.001 per share, of the Company (each a “Share” orand, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares and shares of preferred stock, par value $0.001 per share, of the Company (if any), in each case, owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and and, collectively, “Excluded Shares”)) shall be converted into the right to receive both (i) an amount in cash equal to $27.25 per Share in cash10.75, without interest (the “Closing Amount”), and (ii) one contingent value right (a “CVR”), which shall represent the right to receive the Payment Amounts (as such term is used in the Contingent Value Rights Agreement in the form attached hereto as Annex B (the “CVR Agreement”) to be entered into between Parent and a rights agent selected by Parent with the Company’s prior approval (such approval not to be unreasonably withheld or delayed) (the “Rights Agent”)), if any, at the times provided for in the CVR Agreement, without interest (the Closing Amount and one CVR together are collectively referred to herein as the “Per Share Merger Consideration”). Each CVR issued as Per Share Merger Consideration hereunder will be substantially in the form attached as Annex A to the CVR Agreement (the “CVR Certificate”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Newco Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Newco Shares owned by ParentDISH, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent DISH and Newco Shares owned by the Company EchoStar or any direct or indirect wholly-wholly owned Subsidiary of the CompanyEchoStar (including Newco), and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Newco Share referred to in clause (i) or clause (ii) being this parenthetical, an “Excluded Share” and and, collectively, “Excluded Shares”)) shall be converted into into, and become exchangeable for a number of DISH Shares equal to the right to receive $27.25 per Share in cashquotient of (1) 22,937,188 divided by (2) the number of issued and outstanding shares of EchoStar Common Stock as of the Distribution Record Date (such ratio, without interest (the “Exchange Ratio,” such consideration, the “Per Share Merger Consideration” and, the aggregate consideration to be issued pursuant to this Section 4.1(a), the “Aggregate Merger Consideration”). At the Effective Time, all of the Newco Shares (other than Excluded Shares) shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each certificate formerly representing any of the Newco Shares (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) ), and each non-certificated Newco Share represented by book-book entry (each, a “Book Entry Newco Share”) (other than in each case those representing Excluded Shares) shall thereafter represent only the right to receive receive, without interest, the Per Share Merger ConsiderationConsideration and the right, without interestif any, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment (A) pursuant to Section 4.2(d), cash in lieu of fractional shares into which reference is made in such Newco Shares have been converted pursuant to this Section 4.2(f4.1(a) and (B) any distribution or dividend pursuant to Section 4.2(b).

Merger Consideration. Each share of the common stock, par value $0.01 0.0001 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary subsidiary of the Company, and in each case not held on behalf of third parties parties, (but not including ii) Shares held by the of Company Restricted Stock which shall be treated in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangementaccordance with Section 4.3(b) and (iiiii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, “Excluded Shares”)) shall be converted into the right to receive (y) $27.25 15.00 per Share in cash(the “Per Share Cash Merger Consideration”) and (z) one non-transferable contingent value right (a “Contingent Value Right”) to be issued by Parent pursuant to the CVR Agreement (the Per Share Cash Merger Consideration together with the Contingent Value Right, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”,” it being understood that any reference herein to a “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of Shares) formerly representing any of the Shares (other than Excluded Shares) ), and each non-certificated Share represented by book-entry (a “Book Entry Share”) account statement relating to the ownership of Shares (other than Excluded Shares) ), shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 0.10 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary subsidiary of Parent and Parent, Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary subsidiary of the Company, and in each case not held on behalf of third parties (but not including which, for purposes of clarity, shall include any such Shares held by in the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) Executive Benefit Trust and the Employee Stock Benefit Trust, which Shares shall be converted into the right to receive the Per Share Merger Consideration (as defined below)), and (ii) Shares that are owned by stockholders shareholders who are entitled to dissent from the Merger and demand payment for such Shares and who properly exercise and do not waive, withdraw or otherwise lose such right pursuant to Article 13 of the GBCC (“Dissenting StockholdersShareholders”) who have perfected , and not withdrawn a demand for appraisal rights pursuant to Section 262 each of the DGCL (each Share referred to Shares in clause (i) or clause and (ii) being ), an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 50.00 per Share in cash, without interest cash (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 0.001 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Merger 1 Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, “Excluded Shares”) )), shall be cancelled and converted into into, and become exchangeable for a number of validly issued, fully paid and nonassessable shares of Parent Class A Common Stock equal to the right to receive $27.25 per Share in cash, without interest product obtained by multiplying (x) one by (y) the Exchange Ratio (the “Per Share Merger Consideration”); provided that that in no event, or anything in this Agreement to the contrary, shall the aggregate amount of validly issued, fully paid and nonassessable shares of Parent Class A Common Stock exchanged as Merger Consideration be (1) greater than forty-nine and nine-tenths percent (49.9%) of the aggregate amount of all issued and outstanding shares of the voting capital stock of Parent as of immediately following the Merger 1 Effective Time or (2) less than forty-eight and one-tenth percent (48.1%) of the Parent Net Diluted Securities as of immediately following the Merger 1 Effective Time. At the Merger 1 Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) or book-entry share (a “Book-Entry Share”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration and the right, without interestif any, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment pursuant to Section 3.2(d) cash in lieu of fractional shares into which reference is made in such Shares have been converted pursuant to this Section 4.2(f3.1(a).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Share issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Acquisition Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent and Parent, (ii) Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (iiiii) any Shares that are owned by stockholders the holder of which has (“Dissenting Stockholders”A) who have demanded and perfected such holder’s right to dissent from the Merger and not withdrawn a demand for appraisal rights pursuant to be paid the fair value of such Shares in accordance with Section 262 of the DGCL and (B) as of the Effective Time, has not effectively withdrawn or lost such Dissenters’ Rights (“Dissenting Shares”) (each Share referred to of such Shares described in clause clauses (i) or clause ), (ii) being and (iii), an “Excluded Share” and collectively, the “Excluded Shares”) shall be converted into the right to receive $27.25 per Share an amount in cash, without interest cash equal to the Offer Price (the “Per Share Merger Consideration”), without interest thereon. At the Effective Time, if any, all of the Shares (other than the Excluded Shares) shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each thereafter any Shares represented by a certificate or certificates (a the “CertificateCertificates”) formerly representing and any of the uncertificated Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a the “Book Book-Entry ShareShares”) (in each case, other than the Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Share issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL Stockholders (each Share referred to in clause (i) or clause (ii) of this Section 1.8(a) being an “Excluded Share” and and, collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share an amount in cashcash equal to the Offer Price, without interest thereon (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Book-Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Shares, and each Book-Entry Shares Share, owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f)1.12.

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and parties, (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for for, or lost their right to, appraisal rights pursuant to Section 262 of the DGCL with respect to such Shares (each Share the “Dissenting Shares”, and together with the Shares referred to in the immediately preceding clause (i) or clause (ii) being an “Excluded Share” and collectively), the “Excluded Shares”), (iii) Shares that are Company Restricted Stock, which are governed by the provisions of Section 4.3(b) and (iv) Shares owned by Xxxx and certain of its Affiliates that are transferred to Parent immediately prior to the Effective Time) shall be converted into the right to receive $27.25 21.75 per Share in cash, without interest cash (the “Per Share Merger Consideration”), without interest. At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration for each such Share, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each Subject to the allocation and election procedures in Section 4.2 and subject to Section 4.5, each share of the common stock, par value $0.01 per share, of the Company (the "Common Stock"), including the associated right to purchase Series A Junior Participating Preferred Stock (each a “"Right" and together with the Common Stock, a "Share” or" and, collectively, the “"Shares”") issued pursuant to the Rights Agreement, dated as of December 20, 1989, as amended by an amendment dated as of July 23, 1997, by and between the Company and First Chicago Trust Company of New York, as Rights Agent, (the "Rights Agreement"), issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub Parent or any other direct or indirect wholly-owned Subsidiary of Parent and Shares that are owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, Company and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “"Excluded Share” " and collectively, “"Excluded Shares”")) shall be converted into the right to receive either (i) $27.25 per Share 24.00 in cashcash (the "Cash Consideration") or (ii) .715 shares of common stock, without interest par value, of Parent (the “Per Share "Parent Common Stock") (the "Stock Consideration" and, together with the Cash Consideration, the "Merger Consideration”"). All references in this agreement to Parent Common Stock to be issued pursuant to the Merger shall be deemed to include the corresponding rights ("Parent Rights") to purchase Series A Junior Participating Preferred Stock of Parent pursuant to the Parent Rights Agreement (as defined in Section 5.1(b)(ii)), except where the context otherwise requires. At the Effective Time, all of the Shares shall cease to no longer be outstanding, outstanding and shall be cancelled canceled and retired and shall cease to exist, and each certificate (a “"Certificate”") formerly representing any of the such Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration and the right, without interestif any, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment pursuant to which reference is made in Section 4.2(f) cash in lieu of fractional shares into which such Shares have been converted pursuant to this Section 4.1(a) and any dividends or other distributions pursuant to Section 4.2(d).

Merger Consideration. Each share In exchange for the consideration set forth in clauses (a), (b) and (c) of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectivelythis Section 1.6, the “Shares”) issued Holders shall receive, in the aggregate, 2,474,000 shares of validly issued, fully paid and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary nonassessable shares of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary common stock of the Company, $.01 par value per share (the "Common Stock"). No fraction of a share of Common Stock shall be issued hereunder and no cash shall be issued in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect lieu of any compensation plan or arrangementsuch fractional shares which would otherwise be issuable thereof. The Common Stock issuable under this Section 1.6(d) is referred to herein as the "Merger Consideration". The shares of Common Stock issued as Merger Consideration, except (i) for all the shares of Common Stock issued to the Xxxxxx Group (the "Xxxxxx Shares") and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 57,000 of the DGCL shares of Common Stock issued to Xxxxxxxxx (each Share the "Unrestricted Xxxxxxxxx Shares"), may not be sold, transferred or otherwise disposed of by any or all of the Holders until the Second Anniversary of the Effective Time (the "Transfer Restriction"). Notwithstanding the foregoing, the restrictions contained herein shall in no way restrict or limit such Holder's ability to (a) transfer shares of Common Stock to (1) another Holder, (2) his immediate family members or (3) a trust or trusts for the benefit of his immediate family members for estate planning purposes or (b) pledge shares of Common Stock to a bona fide reputable financial institution as security for debt incurred by such Holder (all transferees permitted by clause (a) and (b) are referred to in clause herein as "Permitted Transferees"); provided, however, that such Holder and such Permitted Transferees shall (i) or clause be bound by the Transfer Restriction and (ii) being an “Excluded Share” execute, prior to any such transfer to such Permitted Transferee, such documents as may be reasonably requested by the Company to evidence and collectively, “Excluded Shares”) affirm its obligations hereunder (each of such permitted transfers shall hereinafter be converted into the right referred to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”as a "Permissible Transfer"). At the Effective TimeThe Xxxxxx Shares may not be sold, transferred or otherwise disposed of by any or all of the Holders constituting the Xxxxxx Group except (i) in connection with a Permissible Transfer or (ii) in accordance with the following provisions: (x) 25% of such Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any on the first anniversary of the Effective Date; (y) 25% of such Shares on the eighteenth month anniversary of the Effective Date; and (other than Excluded Sharesz) the balance of such Shares on the second anniversary of the Effective Date. The Unrestricted Xxxxxxxxx Shares may not be sold, transferred or otherwise disposed of by Xxxxxxxxx except (i) in connection with a Permissible Transfer or (ii) in accordance with the following provisions: (x) 25% of such Shares on the first anniversary of the Effective Date; (y) 25% of such Shares on the eighteenth month anniversary of the Effective Date; and each non-certificated Share represented by book-entry (a “Book Entry Share”z) (other than Excluded Shares) shall thereafter represent only the right to receive balance of such Shares on the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent second anniversary of the right to receive the payment to which reference is made in Section 4.2(f)Effective Date.

Merger Consideration. Each share of the common stockCommon Stock, par value $0.01 per share, of the Company (the “Common Stock,” and each a “Share” or, and collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub Parent or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each such Share referred to in clause clauses (i) or clause and (ii) being above, an “Excluded Share” and and, collectively, “Excluded Shares”)) shall be converted into the right to receive $27.25 per Share in cashreceive, without interest and become exchangeable for a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) plus $28.50 in cash (the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”). At the Effective Time, all of the Shares (other than the Excluded Shares) shall cease to be outstanding, shall be cancelled and shall cease to exist, and (A) each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and (B) each non-certificated uncertificated Share represented by book-entry (a an “Book Entry Uncertificated Share”) registered to a holder on the stock transfer books of the Company (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interestand the right, if any, to receive pursuant to Section 4.2(e) cash in lieu of fractional shares into which such Shares have been converted pursuant to this Section 4.1(a) and any distribution or dividend pursuant to Section 4.2(c), and each Certificate certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter represent only represent the right to receive the payment to of which reference is made in Section 4.2(f)4.3.

Merger Consideration. Each share of the Class A common stock, par value $0.01 0.001 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected timely and properly demanded appraisal, and have not withdrawn a demand for appraisal rights such demand, in each case, pursuant to and in accordance with Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, “Excluded Shares”)) shall be converted into the right to receive $27.25 5.43 per Share in cash, cash and without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall automatically cease to exist, and (i) each certificate (a “Certificate”) formerly representing any of the Shares (a “Certificate”) (other than Excluded Shares) and (ii) each non-certificated Share represented by book-entry (a “Book Book-Entry ShareShares”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the Company's common stock, par value $0.01 per shareshare (each, of the Company (a “"Share” or"), collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and including Shares held in treasury by the Company, in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares ("Dissenting Shares") that are owned by stockholders (“"Dissenting Stockholders”") who are entitled to, and who have timely perfected and not withdrawn a demand for (or lost their right to), appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) of this Section 4.1(a) being an “"Excluded Share” and " and, collectively, “"Excluded Shares”") shall be converted into the right to receive an amount in cash equal to $27.25 145.00 per Share in cash, without interest (the “"Per Share Merger Consideration”"), without interest. At the Effective Time, all of the Shares (other than Excluded Shares) shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “"Certificate”") formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book "Book-Entry Share”") (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book and each Book-Entry Shares Share owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 0.10 per share, of the Company (the "Common Stock"), including the associated right to purchase one one-hundredth of a “share of Series B Junior Participating Preferred Stock, par value $20 per share, of the Company ("Series B Preferred Stock"), or, in certain circumstances, Common Stock or to receive other securities (each a "Right" and together with the Common Stock, a "Share” or" and, collectively, the “"Shares”") issued pursuant to the Amended and Restated Rights Agreement, dated as of September 24, 1998, by and between the Company and Xxxxx Xxxxxx Shareholder Services L.L.C., as Rights Agent (the "Rights Agreement"), issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and (collectively, the "Parent Companies")) or Shares that are owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, Company and in each case not held on behalf of third parties or Shares (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement"Dissenting Shares") and (ii) Shares that are owned by stockholders shareholders (“"Dissenting Stockholders”Shareholders") who have perfected do not vote to approve the Merger and not withdrawn a demand for appraisal rights pursuant to Section 262 comply with all the provisions of the DGCL concerning the right of holders of Shares to dissent from the Merger and require payment of fair value (each Share referred to as that term is used in clause the DGCL) for their Shares (i) or clause (ii) being each, an “"Excluded Share” " and collectively, “"Excluded Shares”")) shall be converted into the right to receive $27.25 per Share 10.00 in cash, without interest cash (the “Per Share "Merger Consideration”"). At the Effective Time, all of the Shares shall cease to no longer be outstanding, outstanding and shall be cancelled canceled and retired and shall cease to exist, and each certificate (a “"Certificate”") formerly representing any of the such Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of Other than the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than Shares owned by (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent Parent, and Shares owned by in each case not held on behalf of third parties, (ii) the Company or any direct or indirect wholly-wholly owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (iiiii) holders of Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for (or otherwise lost their right to) appraisal rights pursuant to Section 262 of the DGCL (such Shares, “Dissenting Shares,” such holders, “Dissenting Stockholders” and each Dissenting Share and each Share referred to in clause the foregoing clauses (i) or clause and (ii) being of this Section 4.1(a), an “Excluded Share” and and, collectively, the “Excluded Shares”), each Share issued and outstanding immediately prior to the Effective Time (such Shares, the “Eligible Shares”) shall be converted into the right to receive $27.25 45.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares and shall cease to be outstanding, shall be cancelled and shall cease to exist, and (A) each certificate (a “Certificate”) formerly representing any of the Eligible Shares (other than Excluded Shareseach, a “Certificate”), and (B) and each book-entry account formerly representing any non-certificated Share represented by book-entry Eligible Shares (each, a “Book Book-Entry Share”) (other than Excluded Shares) ), shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. (i) Each share of the common stockCommon Stock, par value $0.01 1.00 per share, of the Company (a “Share” orand, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub Parent or any other direct or indirect wholly-owned Subsidiary (as defined in Section 5.1(a)) of Parent and (ii) any Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the CompanyCompany except, in the case of clauses (i) and in each case not (ii), for any such Shares held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, “Excluded Shares”)) (each such Share not constituting an Excluded Share, an “Outstanding Share” and, collectively, the “Outstanding Shares”) shall be converted into into, and become exchangeable for, 0.77942 (the right to receive $27.25 per Share in cash, without interest “Exchange Ratio”) common shares (the “Per Share Merger Consideration”), par value $1.00 per share, of Parent (“Parent Common Stock”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and retired and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration and the right, without interestif any, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment pursuant to Section 4.2(e) cash in lieu of fractional shares into which reference is made in such Shares have been converted pursuant to this Section 4.2(f4.1(a) and any dividend or distribution with respect to shares of Parent Common Stock pursuant to Section 4.2(c).

Merger Consideration. Each share of the common stock, par value $0.01 0.001 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and parties, (ii) Shares that are as otherwise agreed to in writing before the Effective Time between Parent or its Affiliates and the holder of such Shares, (iii) Shares owned by stockholders (“Dissenting Stockholders”) who have perfected not voted in favor of adoption of this Agreement or consented thereto in writing and who have properly demanded and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share “Dissenting Stockholders”) with respect to such Shares (the “Dissenting Shares”, and together with the Shares referred to in clause the immediately preceding clauses (i) or clause and (ii) being an “Excluded Share” and collectively), the “Excluded Shares”) and (iv) Shares that are subject to Company RSUs, Company DSUs, or Company PSUs, which are governed by the provisions of Section 4.3(b) and (c)) shall be converted into the right to receive $27.25 42.00 per Share in cash, without interest cash (the “Per Share Merger Consideration”), without interest. At the Effective Time, all of the Shares (other than Excluded Shares) shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”, it being understood that any references herein to a “Certificate” or “Certificates” shall be deemed to include references, as applicable, to book-entry account statements relating to the ownership of Shares where appropriate) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration for each such Share, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each Subject to the allocation and election procedures in Section 4.2 and Section 4.3, each share of the common stock, par value $0.01 per share, of the Company (each, a “Company Share” or”, collectivelyand together, the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Company Shares that are owned by Parent, Merger Sub Parent or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of Parent or the Company, Company and in each case not held on behalf of third parties (but not including andDissenting Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Company Share” ”, and collectively, “Excluded Company Shares”)) shall be converted into the right to receive $27.25 per and shall become exchangeable for, at the election of the holder thereof: (i) for each Company Share with respect to which an election to receive cash has been effectively made and not revoked or lost pursuant to Section 4.3 (a “Cash Election”), the right to receive in cashcash from Parent, without interest interest, an amount equal to $35.50 (the “Per Share Merger Cash Consideration”) (collectively, “Cash Election Shares”); (ii) for each Company Share with respect to which an election to receive common stock, par value $1.25 per share, of Parent (“Parent Common Stock”) has been effectively made and not revoked or lost pursuant to Section 4.3 (a “Stock Election”), the right to receive from Parent a portion of a shareof Parent Common Stock equal to 0.861 (the “Exchange Ratio”) share of Parent Common Stock (the “Stock Consideration”) (collectively, the “Stock Election Shares”); and (iii) for each Company Share other than shares as to which a Cash Election or a Stock Election has been effectively made and not revoked or lost pursuant to Section 4.3 (“Non-Election Shares”), the right to receive from Parent such Stock Consideration and/or Cash Consideration as is determined in accordance with Section 4.2(b). At the Effective Time, all of the Company Shares shall cease to no longer be outstanding, shall be cancelled and retired and shall cease to exist, and (i) each certificate (a “Certificate”) formerly representing any of the such Company Shares (other than Excluded Company Shares) and (ii) each non-certificated uncertificated Company Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).an

Merger Consideration. Each share of the common stockCommon Stock, par value -------------------- $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”"Company Common Stock") issued and -------------------- outstanding immediately prior to the Effective Time (a "Share" and, ----- collectively, the "Shares") (other than (i) Shares owned by Parent, Merger Sub or ------ any other direct or indirect wholly-owned Subsidiary of Parent and (collectively, the "Parent ------ Companies") or Shares that are owned by the Company or any direct or indirect --------- wholly-owned Subsidiary of the Company, Company and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “"Excluded Shares”")), together with any Company --------------- Rights (as defined in Section 5.2(a)) attached thereto or associated therewith, shall be converted into the right to receive $27.25 per Share in cash, without interest and become exchangeable for (the “Per Share "Merger Consideration”" -------------------- 0.7669 share (as such number of shares may be adjusted in accordance with the terms of this Agreement, the "Exchange Ratio") of Common Stock, no par value per -------------- share, of Parent ("Parent Common Stock"). ------------------- At the Effective Time, all of the Shares and all Company Rights shall cease to no longer be outstanding, outstanding and shall be cancelled and retired and shall cease to exist, and each certificate (a “"Share Certificate”") formerly representing any of the ----------------- such Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) or Company Rights (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration and the right, without interestif any, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment pursuant to Section 4.2 (e) cash in lieu of fractional shares of Parent Common Stock into which reference is made such Shares otherwise would have been converted pursuant to this Section 4.1(a) and any distribution or dividend pursuant to Section 4.2(c). All Company Options (as defined in Section 4.2(f5.2(a)) shall be converted into options to purchase Parent Common Stock in accordance with Section 7.11(a) herein.

Merger Consideration. Each share of the common stockCommon Stock, par value $0.01 0.50 per share, of the Company (the “Common Stock”) and each share of the Class B Common Stock, par value $0.50 per share, of the Company (the “Class B Common Stock”) (each such share of Common Stock or Class B Common Stock, together with the associated Rights (as defined in Section 5.1(b)(i)), a “Share” orand all Shares and Rights, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary subsidiary of Parent and Parent, Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for or lost appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, “Excluded Shares”)) shall be converted into the right to receive $27.25 97.00 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration multiplied by the number of Shares represented by such Certificate, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter represent only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Class A Share issued and outstanding immediately prior to the Effective Time (other than (iA) Class A Shares owned by ParentSponsor, Merger Sub or any other direct or indirect wholly-owned Subsidiary subsidiary of Parent and Sponsor (the “Existing Sponsor Shares”), Class A Shares owned by the Company, Company or any direct or indirect wholly-owned Subsidiary of the CompanyRestricted Shares (which are governed by Section 4.4(a)) and Hook Shares (as defined below), and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (iiB) Class A Shares that are owned by stockholders (“Dissenting Stockholders” and such Class A Shares, “Appraisal Shares”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, “Excluded Shares”)) (each, an “Election Eligible Share” and collectively, “Election Eligible Shares”) shall at the election of the holder thereof made in accordance with the procedures set forth in Section 4.2(b) and subject to proration as set forth in Sections 4.3(c) and 4.3(d) either: (1) be converted into the right to receive $27.25 9.52 per Share Class A Share, in cash, without interest (the “Per Share Cash Consideration”) or (2) remain outstanding as one share of class A common stock, par value $0.01 per share, of the Surviving Corporation (each, a “Continuing Class A Share”) (the “Per Share Stock Consideration” and, together with the Per Share Cash Consideration, the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Shares shares of Common Stock owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares shares of Common Stock owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and parties, (ii) the Rollover Shares that are (together with the shares referred to in the immediately preceding clause (i), the “Converted Shares”), and (iii) shares of Common Stock owned by stockholders (“Dissenting Stockholders”) who are entitled to, and who have timely perfected and not withdrawn a demand for (or lost their right to), appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an the “Excluded ShareDissenting Shares,” and collectivelyand, together with the Converted Shares, the “Excluded Shares”)) shall be converted into the right to receive $27.25 19.75 per Share share of Common Stock in cash, without interest cash (the “Per Share Merger Consideration”), without interest. At the Effective Time, all of the Shares shares of Common Stock shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate formerly representing any of the shares of Common Stock (each, a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each or non-certificated Share represented by shares of Common Stock held in book-entry form (each, a “Book Book-Entry Share”) (in each case other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration for each such share of Common Stock, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 0.02 per share, of the Company (a “Common Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than issued and outstanding Common Shares (i) Shares that are owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares Parent, (ii) that are owned by the Company as treasury stock or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf (iii) that are also shares of third parties Company Restricted Stock, which are subject to Section 2.10(b) or (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangementiv) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who that have perfected and not withdrawn a demand for for, or lost their right to, appraisal rights pursuant to Section 262 of the DGCL with respect to such Common Shares (each Share the “Dissenting Shares,” and, together with the Common Shares referred to in clause the immediately preceding clauses (i) or clause ), (ii) being an “Excluded Share” and collectively(iii), the “Excluded Shares”) shall be automatically converted into the right to receive $27.25 12.75 per Common Share in cash, without interest cash (the “Per Share Merger Consideration”), without interest. At the Effective Time, all of the Common Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Common Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration for each such Common Share, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f)accordance with this Article II.

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by ParentParent (including the Rollover Shares to be acquired by Parent or one of its Affiliates immediately prior to the Effective Time pursuant to the Rollover Agreements), Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for for, or lost their right to, appraisal rights pursuant to Section 262 of the DGCL with respect to such Shares (each Share the “Dissenting Shares” and, together with the Shares referred to in the immediately preceding clause (i) or clause (ii) being an “Excluded Share” and collectively), the “Excluded Shares”) )), shall be converted into the right to receive $27.25 10.00 per Share in cash, without interest cash (the “Per Share Merger Consideration”), without interest. At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled canceled and shall cease to exist, and each certificate (a “Certificate”) formerly representing that immediately prior to the Effective Time represented any of the Shares (other than Excluded Shares) and each non-certificated Share represented by all of the Shares held in uncertificated book-entry form (a the “Book Book-Entry ShareShares”) (in each case, other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration for each such Share, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Share issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for for, or lost their right to, appraisal rights pursuant to Section 262 of the DGCL with respect to such Shares (each Share referred to in clause (i) or clause (ii) of this Section 4.1(a) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share an amount in cash, without interest cash equal to the Offer Price (the “Per Share Merger Consideration”)) without interest. At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each At the Effective Time, each share of the common stock, par value $0.01 0.001 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary subsidiary of Parent and Parent, (ii) Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary subsidiary of the Company, and in each case not held on behalf of third parties parties, (but not including iii) Shares held by the subject to Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) Awards, and (iiiv) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, “Excluded Shares”) ), shall be converted into the right to receive $27.25 22.00 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares (other than Excluded Shares referred to in clause (i) above) shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter represent only represent the right to receive the payment to which reference is made in Section 4.2(f). For the avoidance of doubt, Shares held by any mutual fund advised or managed by any of Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent will not be included in clause (i) of this Section 4.1(a), and will not be included in the Excluded Shares.

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and parties, (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) shareholders of the Company who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 complied with the applicable provisions of Chapter 10, Subchapter H of the DGCL TBOC prior to the Effective Time (each Share the Shares referred to in clause (ii), "Dissenting Shares," and the Shares referred to in clauses (i) or clause and (ii) being an “Excluded Share” and collectively), “"Excluded Shares”") and (iii) the Company Restricted Share Awards (which shall be converted pursuant to Section 4.3(b))) shall be converted into the right to receive $27.25 42.00 per Share in cash, without interest (the “Per Share "Merger Consideration”"). At the Effective Time, all of the Shares converted into the right to receive the Merger Consideration pursuant to this Section 4.1(a) shall cease to be outstanding, shall be cancelled and shall cease to existexist as of the Effective Time, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) (each, a "Share Certificate") and each book-entry account formerly representing any non-certificated Share represented by book-entry (a “Book Entry Share”) Shares (other than Excluded Shares) (each, a "Book-Entry Share") shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stockCommon Stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”"Company Common Stock") issued and outstanding immediately prior to the Effective Time (a "Share" and, collectively, the "Shares") (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and (collectively, the "Parent Companies") or Shares that are owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, Company and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “"Excluded Shares”")), together with any Company Rights (as defined in Section 5.2(a)) attached thereto or associated therewith, shall be converted into the right to receive $27.25 per Share in cash, without interest and become exchangeable for (the “Per Share "Merger Consideration”") 0.7669 share (as such number of shares may be adjusted in accordance with the terms of this Agreement, the "Exchange Ratio") of Common Stock, no par value per share, of Parent ("Parent Common Stock"). At the Effective Time, all of the Shares and all Company Rights shall cease to no longer be outstanding, outstanding and shall be cancelled and retired and shall cease to exist, and each certificate (a “"Share Certificate”") formerly representing any of the such Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) or Company Rights (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration and the right, without interestif any, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment pursuant to Section 4.2(e) cash in lieu of fractional shares of Parent Common Stock into which reference is made such Shares otherwise would have been converted pursuant to this Section 4.1(a) and any distribution or dividend pursuant to Section 4.2(c). All Company Options (as defined in Section 4.2(f5.2(a)) shall be converted into options to purchase Parent Common Stock in accordance with Section 7.11(a) herein.

Merger Consideration. Each share of the common stock, par value $0.01 per share0.01, of the Company (the “Shares” and each a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Parent or Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and their respective Subsidiaries (including the Stockholder Rollover Shares), (ii) Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and as treasury stock (each such Share referred to in each case not held on behalf of third parties clauses (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangementi) and (ii) above, an “Excluded Share” and, collectively, the “Excluded Shares”) and (iii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to in accordance with Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”DGCL) shall be converted into the right to receive $27.25 21.00 per Share in cash, without interest thereon (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares (other than Excluded Shares and Shares owned by Dissenting Stockholders) shall cease to be outstanding, shall be cancelled and shall cease to exist, and (A) each certificate (a “Certificate”) formerly representing any of the Shares (other than the Excluded SharesShares and Shares owned by Dissenting Stockholders) and (B) each non-certificated Share represented by book-entry account formerly representing any uncertificated Shares (a “Book Entry ShareUncertificated Shares”) (other than Excluded SharesShares and Shares owned by Dissenting Stockholders) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interestand the holders thereof shall cease to have any rights with respect to such Shares other than the right to receive the Merger Consideration upon surrender thereof in accordance with Section 3.2, and each Certificate and Uncertificated Share formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter represent only represent the right to receive the payment to of which reference is made in Section 4.2(f)3.3.

Merger Consideration. Each share of the common stock, par value $0.01 per share0.01, of the Company (the “Shares” and each a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares held by the Company as treasury stock or owned by Parent, Merger Sub Sub, or any other direct or indirect wholly-owned Company Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting StockholdersShareholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to in accordance with Section 262 of the DGCL (each such Share referred to in clause clauses (i) or clause and (ii) being above, an “Excluded Share” and and, collectively, the “Excluded Shares”)) shall be converted into the right to receive $27.25 135.00 per Share in cash, cash without interest (the “Per Share Merger Consideration”), subject to deduction for any required withholding Tax in accordance with Section 4.2(f). At the Effective Time, all of the Shares (other than Excluded Shares) shall cease to be outstanding, shall be cancelled and shall cease to exist, and (A) each certificate (a “Certificate”) formerly representing any of the Shares (other than the Excluded Shares) and (B) each non-certificated Share represented by book-entry account formerly representing any uncertificated Shares (a “Book Entry ShareUncertificated Shares”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate and Uncertificated Share formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders Shareholders shall thereafter represent only represent the right to receive the payment to of which reference is made in Section 4.2(f)4.3.

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary subsidiary of Parent and not, in each case, held on behalf of third parties and (ii) Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary subsidiary of the CompanyCompany and not, and in each case not case, held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, “Excluded Shares”)) shall be converted into the right to receive the following consideration upon the surrender of a certificate formerly representing Shares (a “Certificate”) or non-certificated Shares held in book-entry position formerly representing Shares (the “Book-Entry Shares”): (x) $27.25 per Share 6.00 in cash, without interest (the “Per Share Merger Cash Consideration”) and (y) a fraction of a share of common stock, par value $0.001 per share, of Parent (the “Parent Common Stock”) equal to the Exchange Ratio (the “Per Share Stock Consideration”). For purposes of this Agreement, “Per Share Merger Consideration” with respect to a given Share shall mean the Per Share Cash Consideration and the Per Share Stock Consideration. At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) Certificate or Book-Entry Share, as the case may be, formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. (i) Each share of the common stockCommon Stock, par value $0.01 1.00 per share, of the Company (a “Share” orand, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub Parent or any other direct or indirect wholly-owned Subsidiary (as defined in Section 5.1(a)) of Parent and (ii) any Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the CompanyCompany except, in the case of clauses (i) and in each case not (ii), for any such Shares held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, “Excluded Shares”)) (each such Share not constituting an Excluded Share, an “Outstanding Share” and, collectively, the “Outstanding Shares”) shall be converted into the right to receive $27.25 per Share in cashinto, without interest and become exchangeable for, 0.77942 (the “Exchange Ratio”) common shares (the ”Per Share Merger Consideration”), par value $1.00 per share, of Parent (“Parent Common Stock”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and retired and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration and the right, without interestif any, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment pursuant to Section 4.2(e) cash in lieu of fractional shares into which reference is made in such Shares have been converted pursuant to this Section 4.2(f4.1(a) and any dividend or distribution with respect to shares of Parent Common Stock pursuant to Section 4.2(c).

Merger Consideration. Each share (a “Share” or, collectively, the “Shares”) of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “SharesCommon Stock”) issued and outstanding immediately prior to the Effective Time Time, other than (i) Shares to be cancelled pursuant to Section 2.6(d), (ii) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by as of immediately prior to the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) Effective Time and (iiiii) Shares (the “Dissenting Shares”) that are are, as of immediately prior to the Effective Time, owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for for, or lost their right to, appraisal rights pursuant to Section 262 of the DGCL with respect to such Shares (each Share referred to in clause (i), clause (ii) or clause (iiiii) above being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share 20.00 in cash, without interest cash (the “Per Share Merger Consideration”), without interest. At Except as provided in Section 2.6(d), at the Effective Time, all of the Shares shall cease to be outstanding, shall automatically be cancelled and retired and shall cease to exist, and each certificate (a “Certificate”) formerly representing ” it being understood that any of the Shares (other than Excluded Shares) and each non-certificated Share represented by reference herein to “Certificate” shall be deemed to include reference to book-entry (a “Book Entry Share”account statements relating to the ownership of Shares) which immediately prior to the Effective Time represented any Shares (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration multiplied by the number of such Shares, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the Company’s common stock, par value $0.01 per shareshare (each, of the Company (a “Share” or”), collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and including Shares held in treasury by the Company, in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares (“Dissenting Shares”) that are owned by stockholders (“Dissenting Stockholders”) who are entitled to, and who have timely perfected and not withdrawn a demand for (or lost their right to), appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) of this Section 4.1(a) being an “Excluded Share” and and, collectively, “Excluded Shares”) shall be converted into the right to receive an amount in cash equal to $27.25 145 per Share in cash, without interest (the “Per Share Merger Consideration”), without interest. At the Effective Time, all of the Shares (other than Excluded Shares) shall Table of Contents cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Book-Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book and each Book-Entry Shares Share owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent and Shares owned by the Company (including Shares held as treasury stock) or any direct or indirect wholly-wholly owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for for, or lost their right to, appraisal rights pursuant to Section 262 of the DGCL with respect to such Shares (each Share the “Dissenting Shares,” and together with the Shares referred to in the immediately preceding clause (i) or clause (ii) being an “Excluded Share” and collectively), the “Excluded Shares”)) shall be converted into the right to receive $27.25 per Share receive, upon compliance with the exchange procedures set forth in cashSection 4.2 herein, without interest an amount in cash equal to the Offer Price (the “Per Share Merger Consideration”), net of any required withholding of Taxes and without interest. At the Effective Time, : (i) all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration for each such Share, without interest and (ii) each outstanding share of Company Restricted Stock shall only entitle the holder thereof to receive, as soon as reasonably practicable (but in any event no later than three (3) business days) after the Effective Time, an amount in cash, for each share of Company Restricted Stock, equal to the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right less applicable Taxes required to receive the payment be withheld with respect to which reference is made in Section 4.2(f)such payment.

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Common Stock issued and outstanding immediately prior to the Effective Time Time, other than (iA) Shares shares of Company Common Stock owned directly by Parent, Parent or Merger Sub or any other direct or indirect wholly-owned Subsidiary immediately prior to the Effective Time, (B) shares of Parent and Shares Company Common Stock owned by the Company or any direct or indirect wholly-wholly owned Subsidiary of the CompanyCompany immediately prior to the Effective Time, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangementA) and (iiB) Shares other than shares of Company Common Stock held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by stockholders third parties and (“C) shares of Company Common Stock that are Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 Shares (together with the shares of the DGCL (each Share Company Common Stock referred to in clause the immediately preceding clauses (iA) or clause and (ii) being an “Excluded Share” and collectivelyB), the “Excluded Shares”) ), shall be automatically converted into the right to receive $27.25 per Share 16.00 in cash, without interest cash (the “Per Share Merger Consideration”), payable to the holder thereof, without interest, in the manner set forth in Section 4.2. At the Effective Time, all of the Shares shares of Company Common Stock that have been converted into the right to receive the Per Share Merger Consideration shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) and uncertificated interest formerly representing any shares of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) Company Common Stock (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration for each such share of Company Common Stock, payable without interest, in accordance with this Section 4.1 and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f)4.2.

Merger Consideration. Each share of the common stock, par value $0.01 0.005 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders shareholders of the Company (“Dissenting Stockholders”other than Parent, Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent) who have perfected did not vote in favor of this Agreement or the Merger (or consent thereto in writing) and not withdrawn a demand for appraisal who exercise dissenters’ rights pursuant to Section 262 when and in the manner required under Chapter 23B.13 of the DGCL WBCA (each Share the Shares referred to in clause (ii), “Dissenting Shares,” and the Shares referred to in clauses (i) or clause and (ii) being an “Excluded Share” and ), collectively, “Excluded Shares”)) shall be converted into the right to receive $27.25 16.50 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares converted into the right to receive the Merger Consideration pursuant to this Section 4.1(a) shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shareseach, a “Share Certificate”) and each non-certificated Share or otherwise if the Company then has Shares which are not certificated, the applicable number of uncertificated Shares represented by book-entry (a the “Book Book-Entry ShareShares”) (in each case, other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each (a) Except as provided in Section 2.4, at the Effective Time, (i) each then-outstanding share of the common stock, par value $0.01 .01 per share, of NewCo (the Company (a “Share” or, collectively, the “Shares”"NewCo Common Stock") that is issued and outstanding immediately prior to the Effective Time other than shall be converted into one share of common stock, par value $.01 per share, of the Surviving Corporation (ithe "Surviving Corporation Common Stock") Shares owned by Parentand upon surrender of any certificate formerly representing shares of NewCo Common Stock, Merger Sub or any other direct or indirect wholly-owned Subsidiary the Surviving Corporation shall promptly issue to the owner thereof a certificate representing the shares of Parent Surviving Corporation Common Stock into which such shares of NewCo Common Stock have been converted; (ii) each issued and Shares owned by outstanding share of common stock, par value $.01 per share, of the Company or any direct or indirect wholly-owned Subsidiary (the "Company Common Stock"), including shares of the Company Common Stock held pursuant to the Company's employee stock ownership plan (the "ESOP") without further action, will cease to be an issued and outstanding share of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall will be automatically converted into and shall become the right to receive Eighteen and 35/100 Dollars ($27.25 per Share 18.35) in cash, without interest regard to withholding Taxes (as defined in Section 4.15.2) and without interest, for each share (the “"Per Share Price") of the Company Common Stock (the "Merger Consideration”") and (iii) all outstanding options (including, but not limited to, those issued under the Company's 1996 Stock Option and Incentive Plan). At , restricted shares issued under the Effective TimeCompany's 1996 Recognition and Retention Plan (the "RRP"), all and rights under recognition and retention agreements and similar agreements, together with any related limited rights on shares of the Shares shall cease to be outstandingCompany Common Stock (singularly, a "Company Stock Option" and collectively, the "Company Stock Options"), shall be cancelled canceled on and shall cease to exist, and each certificate (a “Certificate”) formerly representing any as of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right Effective Time pursuant to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f)2.3 hereof.

Merger Consideration. Each issued and outstanding share of the Company’s common stockstock (excluding for these purposes any Shares granted in the form of restricted Shares, which shall be treated pursuant to Section 3.3(b)), no par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary Affiliate (as used in this Agreement, the term “Affiliate” shall have the meanings provided in Rule 12b-2 under the Exchange Act) of Parent and Shares that is directly or indirectly wholly owned by the Company or any direct or indirect wholly-owned Subsidiary ultimate parent of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) Parent and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 any direct or indirect wholly owned Subsidiary of the DGCL Company (each Share referred to of such Shares described in clause clauses (i) or clause and (ii) being ), an “Excluded Share” and collectively, the “Excluded Shares”) shall be converted into the right to receive an amount in cash equal to $27.25 per Share in cash, without interest 21.00 (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares (other than Excluded Shares) shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each thereafter any Shares represented by a certificate representing such Shares (a “Certificate”) formerly representing any or upon Merger Sub’s request or otherwise if the Company does not then have certificated Shares, the applicable number of the uncertificated Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a the “Book Book-Entry ShareShares”) (in each case, other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration. For purposes of this Agreement, without interestthe term “Subsidiary” means, and each Certificate formerly representing Shares with respect to any Person, any other Person of which at least a majority of the securities or Book Entry Shares ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f)such Person and/or by one or more of its Subsidiaries.

Merger Consideration. Each At the Effective Time, each share of the common stock, par value $0.01 0.001 per share, of the Company (a “"Share” " or, collectively, the “"Shares”") issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary subsidiary of Parent and Parent, (ii) Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary subsidiary of the Company, and in each case not held on behalf of third parties parties, (but not including iii) Shares held by the subject to Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) Awards, and (iiiv) Shares that are owned by stockholders (“"Dissenting Stockholders”") who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “"Excluded Share” " and collectively, “"Excluded Shares”) "), shall be converted into the right to receive $27.25 22.00 per Share in cash, without interest (the “"Per Share Merger Consideration”"). At the Effective Time, all of the Shares (other than Excluded Shares referred to in clause (i) above) shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “"Certificate”") formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter represent only represent the right to receive the payment to which reference is made in Section 4.2(f). For the avoidance of doubt, Shares held by any mutual fund advised or managed by any of Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent will not be included in clause (i) of this Section 4.1(a), and will not be included in the Excluded Shares.

Merger Consideration. Each Subject to the allocation and election procedures in Section 4.2 and Section 4.3, each share of the common stock, par value $0.01 per share, of the Company (each, a “Company Share” or”, collectivelyand together, the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Company Shares that are owned by Parent, Merger Sub Parent or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of Parent or the Company, Company and in each case not held on behalf of third parties (but not including and Dissenting Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Company Share” ”, and collectively, “Excluded Company Shares”)) shall be converted into the right to receive $27.25 per and shall become exchangeable for, at the election of the holder thereof: (i) for each Company Share with respect to which an election to receive cash has been effectively made and not revoked or lost pursuant to Section 4.3 (a “Cash Election”), the right to receive in cashcash from Parent, without interest interest, an amount equal to $35.50 (the “Per Share Merger Cash Consideration”) (collectively, “Cash Election Shares”); (ii) for each Company Share with respect to which an election to receive common stock, par value $1.25 per share, of Parent (“Parent Common Stock”) has been effectively made and not revoked or lost pursuant to Section 4.3 (a “Stock Election”), the right to receive from Parent a portion of a share of Parent Common Stock equal to 0.861 (the “Exchange Ratio”) share of Parent Common Stock (the “Stock Consideration”) (collectively, the “Stock Election Shares”); and (iii) for each Company Share other than shares as to which a Cash Election or a Stock Election has been effectively made and not revoked or lost pursuant to Section 4.3 (“Non-Election Shares”), the right to receive from Parent such Stock Consideration and/or Cash Consideration as is determined in accordance with Section 4.2(b). At the Effective Time, all of the Company Shares shall cease to no longer be outstanding, shall be cancelled and retired and shall cease to exist, and (i) each certificate (a “Certificate”) formerly representing any of the such Company Shares (other than Excluded Company Shares) and (ii) each non-certificated uncertificated Company Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).an

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Continuation Share issued and outstanding immediately prior to the Effective Time (other than (ix) Continuation Shares owned by Parent, Parent or Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent their respective Subsidiaries and (y) Continuation Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL as treasury shares (each such Continuation Share referred to in clause the foregoing clauses (ix) or clause and (ii) being y), an “Excluded Share” and and, collectively, the “Excluded Shares”) and (z) Dissenting Shares) shall be converted automatically into and shall thereafter represent the right to receive an amount in cash equal to $27.25 per Share in cash29.50, without interest thereon (the “Per Share Merger Consideration”). At the Effective Time, all of the Continuation Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and (A) each certificate (a “Certificate”) Certificate formerly representing any of the Continuation Shares (other than the Excluded Shares and Dissenting Shares) and (B) each non-certificated Share represented by book-entry account formerly representing any uncertificated Continuation Shares (a “Book Entry ShareUncertificated Shares”) (other than Excluded Shares and Dissenting Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing the holders of the Continuation Shares or Book Entry shall cease to have any rights with respect to such Continuation Shares owned by Dissenting Stockholders shall thereafter only represent other than the right of the holders of the Continuation Shares (other than the Excluded Shares and the Dissenting Shares) to receive the payment to which reference is made Merger Consideration upon surrender thereof in accordance with Section 4.2(f)2.07.

Merger Consideration. Each share of Class A common stock, par value $0.01 per share, of the Company and each share of Class B common stock, par value $0.01 per share, of the Company (each, a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent Parent, and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being such Share, an “Excluded Share” and collectively, “Excluded Shares”)) shall be converted into the right to receive a number of validly issued, fully paid in and nonassessable Parent Shares equal to the quotient determined by dividing $27.25 per 184.00 (“Per Share in cash, without interest Amount”) by the Parent Share Value and rounding to the nearest ten-thousandth of a Share (which consideration shall hereinafter be referred to as the “Per Share Merger Consideration”). At the Effective Time, all of the Shares (other than Excluded Shares) shall cease to be outstanding, shall be automatically cancelled and shall cease to exist, and each certificate (a “Certificate”” it being understood that any reference herein to a “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of Shares) formerly representing any of the Shares (other than Excluded Shares) ), and each non-certificated Share represented by book-entry (a “Book Entry Share”) account statement relating to the ownership of Shares (other than Excluded Shares) ), shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Newco Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Newco Shares owned by ParentDISH, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary of Parent DISH and Newco Shares owned by the Company EchoStar or any direct or indirect wholly-wholly owned Subsidiary of the CompanyEchoStar (including Newco), and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Newco Share referred to in clause (i) or clause (ii) being this parenthetical, an “Excluded Share” and and, collectively, “Excluded Shares”)) shall be converted into into, and become exchangeable for a number of DISH Shares equal to the right to receive $27.25 per Share in cashquotient of (1) 22,937,188 divided by (2) the number of issued and outstanding shares of EchoStar Common Stock as of the Distribution Record Date (such ratio, without interest (the “Exchange Ratio,” such consideration, the “Per Share Merger Consideration” and, the aggregate consideration to be issued pursuant to this Section 4.1(a), the “Aggregate Merger Consideration”). At the Effective Time, all of the Newco Shares (other than Excluded Shares) shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each certificate formerly representing any of the Newco Shares (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) ), and each non-certificated Newco Share represented by book-book entry (each, a “Book Entry Newco Share”) (other than in each case those representing Excluded Shares) shall thereafter represent only the right to receive receive, without interest, the Per Share Merger ConsiderationConsideration and the right, without interestif any, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment (A) pursuant to Section ‎4.2(d), cash in lieu of fractional shares into which reference is made in such Newco Shares have been converted pursuant to this Section 4.2(f‎4.1(a) and (B) any distribution or dividend pursuant to Section ‎4.2(b).

Merger Consideration. Each share of Class A common stock, par value $0.01 per share, of the Company and each share of Class B common stock, par value $0.01 per share, of the Company (each, a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent Parent, and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being such Share, an “Excluded Share” and collectively, “Excluded Shares”)) shall be converted into the right to receive a number of validly issued, fully paid in and nonassessable Parent Shares equal to the quotient determined by dividing $27.25 per 95.63 (“Per Share in cash, without interest Amount”) by the Parent Share Value and rounding to the nearest ten-thousandth of a Share (which consideration shall hereinafter be referred to as the “Per Share Merger Consideration”). At the Effective Time, all of the Shares (other than Excluded Shares) shall cease to be outstanding, shall be automatically cancelled and shall cease to exist, and each certificate (a “Certificate”” it being understood that any reference herein to a “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of Shares) formerly representing any of the Shares (other than Excluded Shares) ), and each non-certificated Share represented by book-entry (a “Book Entry Share”) account statement relating to the ownership of Shares (other than Excluded Shares) ), shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 .001 per share, of the Company MDUC (a “MDUC Share” or, collectively, the “MDUC Shares”) issued and outstanding immediately prior to at the Effective Time (other than (i) the MDUC Shares owned by Parent, Merger Sub Multiband or any other direct or indirect wholly-owned Subsidiary of Parent and Shares shares that are owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, MDUC and in each case not held on behalf of third parties or the MDUC Shares (but not including Shares the “Dissenting Shares”) that are held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders shareholders (“Dissenting StockholdersShareholders”) who have perfected and not withdrawn a demand for exercising appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, the “Excluded Shares”)) shall be converted into into, and become exchangeable for that fraction of a share of common stock, with no par value per share, of Multiband (a “Multiband Share” or, collectively, the right to receive $27.25 per Share in cash, without interest “Multiband Shares”) (the “Per Share Merger Consideration”)” along with Section 2.6.9) equal to the Exchange Ratio. At the Effective Time, all of the MDUC Shares shall cease to no longer be outstanding, outstanding and shall be cancelled and retired and shall cease to exist, and each certificate representing any of such MDUC Shares (other than the Excluded Shares) (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration and the right, without interestif any, to receive pursuant to Section 2.6.5 cash in lieu of fractional shares into which such MDUC Shares have been converted pursuant to this Section 2.5.1 and each Certificate formerly representing any dividends or other distributions pursuant to Section 2.6.3 and any Dissenting Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter represent only represent the right to receive the payment to which reference is made payments set forth in Section 4.2(f)2.6.8.

Merger Consideration. Each share of the common stock, par value $0.01 0.10 per share, of the Company (a “Share” "SHARE" or, collectively, the “Shares”"SHARES") issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary subsidiary of Parent Parent, and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) each, an "EXCLUDED SHARE" and collectively, "EXCLUDED SHARES"), and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”"DISSENTING STOCKHOLDERS") who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” each, a "DISSENTING SHARE" and collectively, “Excluded Shares”"DISSENTING SHARES")) shall be converted into the right to receive $27.25 27.50 per Share in cash, without interest cash (the “Per Share Merger Consideration”"PER SHARE MERGER CONSIDERATION"). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”"CERTIFICATE") formerly representing any of the Shares (other than Excluded Shares) Shares and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Dissenting Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter represent only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each At the Effective Time, on the terms and subject to the conditions herein set forth, as a result of the Merger and without any action on the part of the holder of any capital stock of the Company, each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary shares of Parent and Shares Company Common Stock owned by the Company or any direct or indirect wholly-owned Subsidiary (as hereinafter defined) of the Company), and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted automatically into the right to receive $27.25 per Share receive, at the times and in cash, without interest the manner provided for herein: (x) the “Per Share Merger Consideration”number of shares of Parent Common Stock that is equal to the product of (i) 0.8 multiplied by (ii) the number of shares of Company Common Stock held by each stockholder of the Company immediately prior to the Effective Time ("Company Stockholder") multiplied by (iii) the Exchange Ratio (as hereafter defined) (such shares of Parent Company Stock are hereafter referred to as "Effective Time Shares") plus (y) the Company Supplemental Distribution Shares (as hereinafter defined). At the Effective Time, all shares of the Shares Company Common Stock shall cease to no longer be outstanding, outstanding and shares of Company Common Stock shall be cancelled and retired and shall cease to exist, and each certificate (a “"Company Certificate”") formerly representing any such shares of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) Company Common Stock shall thereafter represent only the right to receive the Per Share Merger Consideration, as provided for herein, without interest. The Effective Time Shares and the Company Supplemental Distribution Shares (together with cash in lieu of fractional shares of Parent Common Stock, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders if any, as specified below) are referred to herein as the "Merger Consideration." For purposes of this Agreement, the "Exchange Ratio" shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f)be 17.811414.

Merger Consideration. Each share of the Company’s common stock, par value $0.01 per shareshare (each, of the Company (a “Share” or”), collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares (“Dissenting Shares”) that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for (or lost their right to) appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) of this Section 4.1(a) being an “Excluded Share” and and, collectively, “Excluded Shares”) shall be converted into the right to receive an amount in cash equal to $27.25 55.85 per Share in cash, without interest (the “Per Share Merger Consideration”), without interest. At the Effective Time, all of the Shares (other than Excluded Shares) shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Book-Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Shares, and each Book-Entry Shares Share, owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each At the Effective Time, as a result of the Merger and without any action on the part of any holder of capital stock of AbbVie, (a) each share of the common stock, par value $0.01 per share, of the Company AbbVie (each a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the CompanyTreasury Shares), and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement all rights in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectivelythereof, “Excluded Shares”) shall be converted into into, and become exchangeable for, one ordinary share of AbbVie Limited (such shares, “AbbVie Limited Common Shares,” and such consideration per Share, collectively with the right to receive $27.25 per Share cash in cashlieu of fractional shares pursuant to Section 4.10, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares (b) each Share (other than Treasury Shares) shall cease to be outstanding, shall be cancelled and shall cease to exist, (c) each Treasury Share shall be cancelled or redeemed without payment of any consideration therefor and (d) each certificate (each, a “Certificate”) formerly representing any of the Shares (other than Excluded Treasury Shares) and each non-certificated uncertificated Share represented by book-entry (a each, an “Book Entry Uncertificated Share”) registered to a holder on the stock transfer books of AbbVie (other than Excluded Treasury Shares) shall shall, in each case, thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration and the right, without interestif any, to receive any distribution or dividend payable pursuant to Section 4.5. The entire membership interest in Merger Sub issued and outstanding immediately prior to the Effective Time (1) shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders (2) shall thereafter only represent the right be cancelled and shall cease to receive the payment to which reference is made in Section 4.2(f)exist.

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Class A Share issued and outstanding immediately prior to the Effective Time (other than (i) Class A Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary subsidiary of Parent and Parent, Class A Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Companyand Hook Shares (as defined below), and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (ii) Class A Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, “Excluded Shares”), but including any Company Restricted Shares that become vested pursuant to Section 4.3(a)) shall be converted into the right to receive $27.25 5.10 per Class A Share in cash, without interest thereon (the “Per the“Per Share Merger Consideration”). At the Effective Time, all of the Class A Shares (other than the Excluded Shares) shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Class A Shares (other than Excluded Shares) and ), each book-entry account formerly representing any non-certificated Share represented by book-entry (a “Book Entry Share”) Class A Shares held in registered form on the books of the Company’s transfer agent immediately prior to the Effective Time (other than Excluded Shares) (each, an “Uncertificated Share”) and each book-entry account formerly representing Class A Shares held through a clearing corporation (other than Excluded Shares) (each, a “Book-Entry Share”), shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stockCommon Stock, no par value $0.01 per sharevalue, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders shareholders who have not voted such Shares in favor of the Merger and who have otherwise taken all of the steps required by Subchapter H of Chapter 10 of the TBOC to properly exercise and perfect such shareholders’ dissenters rights (“Dissenting StockholdersShareholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 69.25 per Share in cash, without interest cash (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares (other than Shares to remain outstanding pursuant to Section 4.1(b)) shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders Shareholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and parties, (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) shareholders of the Company who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 complied with the applicable provisions of Chapter 10, Subchapter H of the DGCL TBOC prior to the Effective Time (each Share the Shares referred to in clause (ii), “Dissenting Shares,” and the Shares referred to in clauses (i) or clause and (ii) being an “Excluded Share” and collectively), “Excluded Shares”) and (iii) the Company Restricted Share Awards (which shall be converted pursuant to Section 4.3(b))) shall be converted into the right to receive $27.25 42.00 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares converted into the right to receive the Merger Consideration pursuant to this Section 4.1(a) shall cease to be outstanding, shall be cancelled and shall cease to existexist as of the Effective Time, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) (each, a “Share Certificate”) and each book-entry account formerly representing any non-certificated Share represented by book-entry (a “Book Entry Share”) Shares (other than Excluded Shares) (each, a “Book-Entry Share”) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-wholly owned Subsidiary subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-wholly owned Subsidiary subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) parties, and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for or lost appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being each, an “Excluded Share” and collectively, “Excluded Shares”)) shall be converted into the right to receive (subject to applicable withholding tax pursuant to Section 4.2(g)) $27.25 48.50 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter represent only represent the right to receive the payment to which reference is made in Section 4.2(f).