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In the merger, each share of Allis-Chalmers common stock except for any dissenting shares will be converted into the right to receive 1. If the proposed amendment to the certificate of deations is approved and adopted by the Allis-Chalmers stockholders, the holder of the Allis-Chalmers preferred stock will be entitled to elect the type of merger consideration it prefers to receive as described above with respect to that of shares of Allis-Chalmers common stock into which the preferred stock is convertible.

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