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<br />amended in accordance with its terms and as provided by law'-- The bylaws of Merger Sub, as in <br />effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation <br />from and after the Effective Time unless and until amended in accordance with their terms and the <br />terms of the certificate of incorporation of the Surviving Corporation and as provided by law. <br /> <br />(d) Directors and Officers. The initial directors of the Surviving Corporation <br />shall be as set forth on Schedule 2.1 (d) from and after the Effective Time, and the officers of the <br />Company immediately prior to the Effective Time shall be the initial officers of the Surviving <br />Corporation from and after the Effective Time, all such persons to serve as directors or hold office <br />in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until <br />their respective successors are duly elected and qualified. <br /> <br />Section 2.2 Conversion of Shares. As of the Effective Time, by virtue of the Merger and <br />without any action on the part of Parent, Merger Sub, the Company or the holder of any shares of <br />Company Common Stock or any shares of common stock of Merger Sub: <br /> <br />(a) Conversion of Stock of Merger Sub. Each share of common stock of Merger <br />Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding as one <br />share of common stock of the Surviving Corporation. <br /> <br />(b) Cancellation of Stock. Each share of Company Common Stock that is owned <br />by the Company or any other Company Entity, as treasury stock or otherwise ("Excluded Shares"), <br />shall automatically be canceled and retired and shall cease to exist and no consideration shall be <br />delivered in exchange therefor. <br /> <br />(c) Consideration for Companv Common Stock. Subject to Section 2.4, each <br />issued and outstanding share of Company Common Stock (other than Dissenting Shares and <br />Excluded Shares) shall, at the election of the holder thereof, be converted into (i) the right to receive <br />0.3709 of a fully paid and nonassessable share of Parent Class A Common Stock (the "Preferred Per <br />Share Stock Amount") and the right to receive $31.25 in cash, without interest (the "Preferred Per <br />Share Cash Amount"), or (ii) the right to receive 0.7418 ofa fully paid and nonassessable share of <br />Parent Class A Common Stock (the "All Stock Amount"), subject to adjustment as provided in <br />Section 2.2(h). or (iii) the right to receive $62.50 in cash, without interest (the "All Cash Amount"), <br />subject to adjustment as provided in Section 2.2(g). As of the Effective Time, all such shares of <br />Company Common Stock shall no longer be outstanding and shall automatically be canceled and <br />retired and shall cease to exist, and each holder of a certificate representing any such shares of <br />Company Common Stock shall cease to have any rights with respect thereto, except the right to <br />receive, upon surrender of such certificate in accordance with Section 2.5 the Preferred Per Share <br />Stock Amount and the Preferred Per Share Cash Amount or the All Stock Amount or All Cash <br />Amount as adjusted in accordance with Section ?2(g) and Section 2.2(h). The consideration to be <br />received in the Merger under this Article Two for one share of Company Common Stock shall be <br />referred to herein as the "Consideration." <br /> <br />ATI/90584-8 <br /> <br />, <br />J <br />