Common use of Conversion of Stock Clause in Contracts

Conversion of Stock. At the Effective Time, by virtue of the Merger and without any action on the part of SIC, Merger Sub, MDLY or the holder of any of the following securities: (a) each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger; (b) each Excluded MDLY Share issued and outstanding or held in treasury by MDLY, in each case, immediately prior to the Effective Time shall be cancelled and shall cease to exist and no Merger Consideration or other amounts or consideration shall be delivered in exchange therefor; (c) subject to Sections 2.4(f) and 3.4(g), at the Effective Time and subject to deduction for any required withholding Tax, (i) each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded MDLY Shares and any Dissenting Shares) held, immediately prior to the Effective Time, by any Person other than a Unitholder, shall be converted into the right to receive the following number of shares of SIC Common Stock and amount of cash: a. 0.2668 shares of SIC Common Stock; plus b. cash in an amount equal to $2.96 (ii) each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded MDLY Shares and any Dissenting Shares) held, immediately prior to the Effective Time, by a Unitholder shall be converted into the right to receive the following number of shares of SIC Common Stock and amount of cash: a. 0.2072 shares of SIC Common Stock; plus b. cash in an amount equal to $2.66 The aggregate shares of SIC Common Stock to be issued in accordance with Sections 2.4(c)(i)a. and 2.4(c)(ii)a. (the “Merger Shares”), together with the aggregate cash consideration payable in accordance with Sections 2.4(c)(i)b. and 2.4(c)(ii)b. (the “Cash Consideration”) and any cash to be paid in lieu of fractional shares in accordance with Section 3.4(g), shall be referred to collectively as the “Merger Consideration”; (d) each share of Class B Common Stock (other than any Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be cancelled and shall cease to exist and no Merger Consideration or other amounts or consideration shall be delivered in exchange therefor; (e) any shares of Class A Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall, upon such conversion, no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Class A Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration into which the shares of Class A Common Stock represented by such Certificate have been converted pursuant to this Section 2.4 and Section 3.4(g), as well as any dividends to which former holders of shares of Class A Common Stock become entitled in accordance with Article III; and (f) if, between the date of this Agreement and the Effective Time, the outstanding shares of SIC Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reclassification, stock dividend, stock split, reverse stock split, or other similar change and specifically excluding sales of SIC Common Stock, sales of SIC equity-linked securities, and issuance of SIC Common Stock pursuant to SIC’s dividend reinvestment plan or otherwise in lieu of a portion of any cash dividend declared by SIC, an appropriate and proportionate adjustment shall be made to the number of shares of SIC Common Stock to be issued in the Merger.

Conversion of Stock. At the Effective Time, by virtue of the Merger and without any action on the part of SIC, Merger Sub, MDLY or the holder of any of the following securities: (a) each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger; (b) each Excluded MDLY Share issued and outstanding or held in treasury by MDLY, in each case, immediately prior to the Effective Time shall be cancelled and shall cease to exist and no Merger Consideration or other amounts or consideration shall be delivered in exchange therefor; (c) subject to Sections 2.4(f) and 3.4(g), at the Effective Time and subject to deduction for any required withholding Tax, (i) , each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded MDLY Shares and any Dissenting Shares) held, immediately prior to the Effective Time, by any Person other than a Unitholder, shall be converted into the right to receive the following number of shares of SIC Common Stock and amount of cash: a. 0.2668 (i) 0.3836 shares of SIC Common Stock; plus b. (ii) cash in an amount equal to $2.963.44 per share; plus (iiiii) with respect to each such share of Class A Common Stock issued and outstanding immediately prior to on the Effective Time (other than record date for the Excluded MDLY Shares First Special Dividend and any Dissenting Shares) held, which remains outstanding immediately prior to the Effective Time, by a Unitholder shall be converted into the right to receive the following number of shares of SIC Common Stock and amount of cash: a. 0.2072 shares of SIC Common Stock; plus b. cash in an amount equal to $2.66 the First Special Dividend Shortfall, if any; (iv) with respect to each such share of Class A Common Stock issued and outstanding on the record date for the Second Special Dividend and which remains outstanding immediately prior to Effective Time, cash in an amount equal to the Second Special Dividend Shortfall, if any; (v) with respect to each such share of Class A Common Stock issued in exchange for Units (including Medley Restricted Units) in accordance with this Agreement and issued and outstanding immediately prior to the Effective Time, cash in an amount equal to the First Special Dividend Shortfall, if any; and (vi) with respect to each such share of Class A Common Stock issued upon the settlement of a MDLY RSU in accordance with this Agreement and issued and outstanding immediately prior to the Effective Time, cash in an amount equal to the First Special Dividend Shortfall, if any. The aggregate shares of SIC Common Stock to be issued in accordance with Sections 2.4(c)(i)a. and 2.4(c)(ii)a. Section 2.4(c)(i) (the “Merger Shares”), together with the aggregate cash consideration payable in accordance with Sections 2.4(c)(i)b. and 2.4(c)(ii)b. Section 2.4(c)(ii) (the “Cash Consideration”), the First Special Dividend Shortfall (if any), the Second Special Dividend Shortfall (if any) and any cash to be paid in lieu of fractional shares in accordance with Section 3.4(g), shall be referred to collectively as the “Merger Consideration”; (d) each share of Class B Common Stock (other than any Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be cancelled and shall cease to exist and no Merger Consideration or other amounts or consideration shall be delivered in exchange therefor; (e) any shares of Class A Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall, upon such conversion, no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Class A Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration into which the shares of Class A Common Stock represented by such Certificate have been converted pursuant to this Section 2.4 and Section 3.4(g), as well as any dividends to which former holders of shares of Class A Common Stock become entitled in accordance with Article III; and (f) if, between the date of this Agreement and the Effective Time, the outstanding shares of SIC Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reclassification, stock dividend, stock split, reverse stock split, or other similar change and specifically excluding sales of SIC Common Stock, sales of SIC equity-linked securities, and issuance of SIC Common Stock pursuant to SIC’s dividend reinvestment plan or otherwise in lieu of a portion of any cash dividend declared by SIC, an appropriate and proportionate adjustment shall be made to the number of shares of SIC Common Stock to be issued in the Merger.

Conversion of Stock. At Subject to Sections 2.4, 2.5 and 2.6, as of the Effective Time, by virtue of the Merger and without any action on the part of SICParent, Merger Sub, MDLY the Company or the holder holders of any outstanding shares of Company Capital Stock, the following securitiesshall occur: (a) Pursuant to Article Fourth, Section B(3A) of the Company Certificate: (i) each share of Merger Sub Common Series E Preferred Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger; (b) each Excluded MDLY Share issued and outstanding or held in treasury by MDLY, in each case, as of immediately prior to the Effective Time shall be cancelled canceled and shall cease converted into the right to exist and no Merger Consideration or other amounts or consideration shall be delivered in exchange therefor; (c) subject receive a cash payment equal to Sections 2.4(f) and 3.4(g)$1.875 plus dividends per share at the rate of 4% of the original purchase price of $1.50 per share per annum, at computed from the date of original issuance to the Effective Time and subject to deduction for any required withholding Tax, (ithe “Series E Base Preference Amount”), plus the Series E Participation Preference Amount (collectively, the “Series E Preference Amount”); (ii) each share of Class A Common Series D Preferred Stock issued and outstanding as of immediately prior to the Effective Time (other than the Excluded MDLY Shares and any Dissenting Shares) held, immediately prior to the Effective Time, by any Person other than a Unitholder, shall be canceled and converted into the right to receive the following number of shares of SIC Common Stock and amount of cash: a. 0.2668 shares of SIC Common Stock; plus b. a cash in an amount payment equal to $2.96 2.425 plus dividends per share at the rate of 4% of the original purchase price of $0.96 per share per annum, computed from the date of original issuance to the Effective Time (iithe “Series D Base Preference Amount”), plus the Series D Participation Preference Amount (collectively, the “Series D Preference Amount”); and (iii) each share of Class A Common Series C Preferred Stock issued and outstanding as of immediately prior to the Effective Time (other than the Excluded MDLY Shares and any Dissenting Shares) held, immediately prior to the Effective Time, by a Unitholder shall be canceled and converted into the right to receive the following number of shares of SIC Common Stock and amount of cash: a. 0.2072 shares of SIC Common Stock; plus b. a cash in an amount payment equal to $2.66 The aggregate shares of SIC Common Stock to be issued in accordance with Sections 2.4(c)(i)a. and 2.4(c)(ii)a. 4.85 (the “Merger SharesSeries C Base Preference Amount”), together with plus the aggregate Series C Participation Preference Amount (collectively, the “Series C Preference Amount”); provided, however, that if the Net Merger Consideration is less than the Aggregate Senior Preference Amount, then notwithstanding the foregoing: (x) each share of Series E Preferred Stock issued and outstanding as of immediately prior to the Effective Time shall be canceled and converted into the right to receive a cash consideration payable in accordance with Sections 2.4(c)(i)b. payment equal to the Series E Reduced Preference Amount; (y) each share of Series D Preferred Stock issued and 2.4(c)(ii)b. outstanding as of immediately prior to the Effective Time shall be canceled and converted into the right to receive a cash payment equal to the Series D Reduced Preference Amount; and (z) each share of Series C Preferred Stock issued and outstanding as of immediately prior to the Effective Time shall be canceled and converted into the right to receive a cash payment equal to the Series C Reduced Preference Amount. (b) Pursuant to Article Fourth, Section B(3B) of the Company Certificate, each share of Series B Preferred Stock issued and outstanding as of immediately prior to the Effective Time shall be canceled and converted into the right to receive a cash payment equal to $3.875 (the “Cash ConsiderationSeries B Preference Amount”) ); provided, however, that if the amount by which the Net Merger Consideration exceeds the Aggregate Senior Preference Amount is less than the Aggregate Series B Preference Amount, then notwithstanding the foregoing, each share of Series B Preferred Stock issued and any cash outstanding as of immediately prior to be paid in lieu of fractional shares in accordance with Section 3.4(g), the Effective Time shall be referred canceled and converted into the right to collectively receive a cash payment equal to the Series B Reduced Preference Amount. (c) Pursuant to Article Fourth, Section B(3C) of the Company Certificate, each share of Series A Preferred Stock issued and outstanding as of immediately prior to the Effective Time shall be canceled and converted into the right to receive a cash payment equal to $3.00 (the “Series A Preference Amount”); provided, however, that if the amount by which the Net Merger Consideration”;Consideration exceeds the Aggregate Senior / Series B Preference Amount is less than the Aggregate Series A Preference Amount, then notwithstanding the foregoing, each share of Series A Preferred Stock issued and outstanding as of immediately prior to the Effective Time shall be canceled and converted into the right to receive a cash payment equal to the Series A Reduced Preference Amount. (d) Pursuant to Article Fourth, Section B(3D) of the Company Certificate, each share of Class B Company Common Stock (other than any Dissenting Shares) issued and outstanding as of immediately prior to the Effective Time shall be canceled and converted into the right to receive a cash payment equal to the Per Share Common Stock Amount. (e) Each share of Company Capital Stock held by the Company or any of its Subsidiaries or owned by Parent or any of the Parent Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto. (f) Each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be cancelled converted into and become one (1) share of common stock of the Surviving Corporation and shall cease to exist and no Merger Consideration or other amounts or consideration shall be delivered in exchange therefor;constitute the only outstanding shares of capital stock of the Surviving Corporation. (eg) any shares For the avoidance of Class A Common doubt, the parties hereto acknowledge and agree that in no event will the maximum amount of cash payable by Parent to the holders of Company Capital Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall, upon such conversion, no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Class A Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration into which the shares of Class A Common Stock represented by such Certificate have been converted pursuant to this Section 2.4 and Section 3.4(g), as well as any dividends to which former holders of shares of Class A Common Stock become entitled in accordance with Article III; and (f) if, between 2.2 exceed the date of this Agreement and the Effective Time, the outstanding shares of SIC Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reclassification, stock dividend, stock split, reverse stock split, or other similar change and specifically excluding sales of SIC Common Stock, sales of SIC equity-linked securities, and issuance of SIC Common Stock pursuant to SIC’s dividend reinvestment plan or otherwise in lieu of a portion of any cash dividend declared by SIC, an appropriate and proportionate adjustment shall be made to the number of shares of SIC Common Stock to be issued in the MergerNet Merger Consideration.

Conversion of Stock. At the Effective Time, by virtue of the Merger and without any action on the part of SIC, Merger Sub, MDLY or the holder of any of the following securities: (a) each Each share of Merger Sub Common Stock Acquisition that is issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger;without change. (b) each Excluded MDLY Share issued and outstanding or All Shares held in the treasury by MDLY, in each case, of the Company immediately prior to the Effective Time shall be cancelled and shall cease to exist and no Merger Consideration or other amounts or cancelled, without the payment of any consideration shall be delivered in exchange therefor;. (c) subject to Sections 2.4(f) and 3.4(g), at the Effective Time and subject to deduction for any required withholding Tax, (i) each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time (Each other than the Excluded MDLY Shares and any Dissenting Shares) held, immediately prior to the Effective Time, by any Person other than a Unitholder, shall be converted into the right to receive the following number of shares of SIC Common Stock and amount of cash: a. 0.2668 shares of SIC Common Stock; plus b. cash in an amount equal to $2.96 (ii) each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded MDLY Shares and any Dissenting Shares) held, immediately prior to the Effective Time, by a Unitholder shall be converted into the right to receive the following number of shares of SIC Common Stock and amount of cash: a. 0.2072 shares of SIC Common Stock; plus b. cash in an amount equal to $2.66 The aggregate shares of SIC Common Stock to be issued in accordance with Sections 2.4(c)(i)a. and 2.4(c)(ii)a. (the “Merger Shares”), together with the aggregate cash consideration payable in accordance with Sections 2.4(c)(i)b. and 2.4(c)(ii)b. (the “Cash Consideration”) and any cash to be paid in lieu of fractional shares in accordance with Section 3.4(g), shall be referred to collectively as the “Merger Consideration”; (d) each share of Class B Common Stock (other than any Dissenting Shares) issued and Share which is outstanding immediately prior to the Effective Time shall be cancelled converted without any action on the part of the holder thereof into and shall cease to exist and no Merger Consideration or other amounts or consideration shall be delivered in exchange therefor;exchangeable for (ei) any that number of shares of Class A Provant Common Stock determined by multiplying the Fraction times the number obtained after (A) dividing $6.2 million by the IPO Price and (B) subtracting from the quotient obtained pursuant to clause (A) the number obtained by dividing $1.55 million by the IPO Price net of underwriters' discount, (ii) cash equal to the Fraction times the sum of (X) $1.55 million, plus (Y) the excess, if any, of the Company's Closing Net Worth over the Minimum Net Worth, minus (Z) the Dissenting Share Holdback, if any, and Provant shall not issue any fractional share of Provant Common Stock; in lieu of issuing a fractional share, Provant shall make a cash payment in accordance with Section 2.9. (d) Notwithstanding subsection 2.7(c), Dissenting Shares shall not be converted into the right to receive the Merger Consideration cash or Provant Common Stock (including Additional Shares, if any) pursuant to this Article II shall, upon such conversion, no longer be outstanding and shall automatically be cancelled and shall cease to exist as of subsection. At the Effective Time, and each certificate previously representing any such shares of Class A Common Stock (eachin lieu thereof, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration into which the shares of Class A Common Stock represented by such Certificate have been converted pursuant to this Section 2.4 and Section 3.4(g), as well as any dividends to which former holders of shares Dissenting Shares shall be entitled solely to payment of Class A Common Stock become entitled the appraised value of such Dissenting Shares in accordance with Article III; and (f) if, between the date provisions of this Agreement and Chapter 13 of the Effective Time, the outstanding shares of SIC Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reclassification, stock dividend, stock split, reverse stock split, or other similar change and specifically excluding sales of SIC Common Stock, sales of SIC equity-linked securities, and issuance of SIC Common Stock pursuant to SIC’s dividend reinvestment plan or otherwise in lieu of a portion of any cash dividend declared by SIC, an appropriate and proportionate adjustment shall be made to the number of shares of SIC Common Stock to be issued in the MergerCGCL.

Conversion of Stock. At the Effective Time, by By virtue of the Merger and without any action on the part of SICMBI, Merger Sub, MDLY PHC or the holder holders of any of the following securities, at the Effective Time: (a) each share of Merger Sub Class A common stock, par value $.01 per share, of PHC (“PHC Common Stock Stock”) issued and outstanding immediately prior to the Effective Time shall remain issued continue to be one validly issued, fully paid and outstanding and shall not be affected by nonassessable share of common stock, par value $.01, of the Merger;Surviving Company; and (b) each Excluded MDLY Share issued and outstanding or held in treasury by MDLY, in each case, immediately prior to the Effective Time shall be cancelled and shall cease to exist and no Merger Consideration or other amounts or consideration shall be delivered in exchange therefor; (c) subject to Sections 2.4(fSection 1.4(g) and 3.4(g)below, at the Effective Time and subject to deduction for any required withholding Tax, (i) each share of Class A MBI Common Stock issued and outstanding immediately prior to the Effective Time (other than excluding (i) shares cancelled pursuant to Section 1.4(e) below and (ii) shares held by shareholders who perfect their dissenters’ rights of appraisal as provided in Section 1.4(f) below) (collectively, the Excluded MDLY Shares “Exchangeable Shares”, and any Dissenting Shareseach an “Exchangeable Share”) held, immediately prior shall cease to the Effective Time, by any Person other than a Unitholder, be outstanding and shall be converted into and exchanged for the right to receive the following number of 1.2048 shares of SIC PHC Common Stock and amount of cash: a. 0.2668 shares of SIC Common Stock; plus b. cash in an amount equal to $2.96 (ii) each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded MDLY Shares and any Dissenting Shares) held, immediately prior to the Effective Time, by a Unitholder shall be converted into the right to receive the following number of shares of SIC Common Stock and amount of cash: a. 0.2072 shares of SIC Common Stock; plus b. cash in an amount equal to $2.66 The aggregate shares of SIC Common Stock to be issued in accordance with Sections 2.4(c)(i)a. and 2.4(c)(ii)a. (the “Merger SharesConsideration” and the “Exchange Ratio”), together with the aggregate cash consideration payable in accordance with Sections 2.4(c)(i)b. and 2.4(c)(ii)b. . (the “Cash Consideration”c) and any cash to be paid in lieu of fractional shares in accordance with Section 3.4(g), shall be referred to collectively as the “Merger Consideration”;[Reserved]. (d) each share All of Class B Common Stock (other than any Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be cancelled and shall cease to exist and no Merger Consideration or other amounts or consideration shall be delivered in exchange therefor; (e) any shares of Class A Common Stock Exchangeable Shares converted into the right to receive the Merger Consideration pursuant to this Article II shall, upon such conversion, I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Class A MBI Common Stock (each, a “Certificate”) and non-certificated shares of MBI Common Stock represented by book-entry (“Book-Entry Shares”) shall thereafter represent only the right to receive the Merger Consideration into which the shares of Class A MBI Common Stock represented by such Certificate or Book-Entry Shares have been converted pursuant to this Section 2.4 1.4 and any cash lieu of fractional shares as specified in Section 3.4(g), 2.2(f) as well as any dividends to which former holders of shares of Class A MBI Common Stock become entitled in accordance with Article III; andSection 2.2(c). (e) All shares of MBI Common Stock that are owned by MBI or PHC (other than (i) shares of MBI 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 third parties (any such shares, “Trust Account Common Shares”) and (ii) shares of MBI Common Stock held, directly or indirectly, by MBI or PHC in respect of a debt previously contracted (any such shares, “DPC Common Shares”)) shall be cancelled and shall cease to exist (any such shares, the “Cancelled Shares”), and no stock of PHC or other consideration shall be delivered in exchange therefor. All shares of MBI Common Stock that are owned by any wholly owned Subsidiary of MBI or by any wholly owned Subsidiary of PHC shall remain outstanding, adjusted to maintain relative ownership percentages, and no consideration shall be delivered in exchange therefor. (f) if, between the date of Notwithstanding anything in this Agreement to the contrary, shares of MBI Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 of the FBCA (the “Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead the holder of such Dissenting Shares shall be entitled to payment of the fair value of such shares in accordance with the provisions of Sections 607.1301 to 607.1333 of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist), unless and until such holder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of MBI Common Stock under such provisions of the FBCA. If any shareholder dissenting pursuant to Sections 607.1301 to 607.1333 of the FBCA and this Section 1.4(f) shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of MBI Common Stock shall thereupon be treated as if they had been converted into and become Exchangeable Shares as of the Effective Time, eligible to receive the Merger Consideration in accordance with Section 1.4(b), without any interest thereon. MBI shall give PHC (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of MBI Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the FBCA and received by MBI relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the FBCA. MBI shall not, except with the prior written consent of PHC, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. (g) If the number of shares of PHC Common Stock or MBI Common Stock issued and outstanding prior to the Effective Time as a result of a stock split, stock combination, stock dividend or similar recapitalization with respect to such stock, and the record date therefor shall be prior to the Effective Time, the outstanding shares of SIC Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reclassification, stock dividend, stock split, reverse stock split, or other similar change and specifically excluding sales of SIC Common Stock, sales of SIC equity-linked securities, and issuance of SIC Common Stock pursuant to SIC’s dividend reinvestment plan or otherwise in lieu of a portion of any cash dividend declared by SIC, an appropriate and proportionate adjustment Merger Consideration shall be made proportionately adjusted as necessary to preserve the relative economic benefit to the number of shares of SIC Common Stock to be issued in the MergerParties.

Conversion of Stock. At Pursuant to the Effective TimeMerger, by virtue of the Merger and without any action on the part of SIC, the holders of any outstanding shares of capital stock or other securities of Teletrac or Merger Sub, MDLY or the holder of any of the following securities: (a) As of the Effective Time, each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger; (b) each Excluded MDLY Share issued and outstanding or held in treasury by MDLY, in each case, immediately prior to the Effective Time shall be cancelled and shall cease to exist and no Merger Consideration or other amounts or consideration shall be delivered in exchange therefor; (c) subject to Sections 2.4(f) and 3.4(g), at the Effective Time and subject to deduction for any required withholding Tax, (i) each share of Class A Teletrac Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Teletrac Common Stock to be canceled pursuant to Section 2.1(c) or as provided in Section 2.5 with respect to shares of Teletrac Common Stock as to which appraisal rights have been exercised under the Excluded MDLY Shares and any Dissenting SharesDelaware Law) held, immediately prior to the Effective Time, by any Person other than a Unitholder, shall be automatically converted into the right to receive in cash, without interest, (i) a pro rata portion (the following number "PER SHARE INITIAL CASH CONSIDERATION") of shares of SIC Common Stock the amount to be distributed pursuant to Section 2.3(a) hereof (the "INITIAL CASH CONSIDERATION") and amount of cash: a. 0.2668 shares of SIC Common Stock; plus b. cash in an amount equal to $2.96 (ii) a pro rata portion (the "PER SHARE EARN-OUT AMOUNT") of any amounts distributed pursuant to Section 2.3(b) hereof (the "EARN-OUT AMOUNT" and, together with the Initial Cash Consideration, the "MERGER CONSIDERATION"). (b) As of the Effective Time, each share holder of Class A Common Stock issued and outstanding a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Teletrac Common Stock (other than collectively, "TELETRAC CERTIFICATES") shall cease to have any rights with respect thereto, except the Excluded MDLY Shares right to receive a pro rata, applicable portion of the Merger Consideration or the right to exercise such holder's appraisal rights as provided in Section 2.5 and any Dissenting Sharespursuant to Delaware law. (c) heldAs of the Effective Time, each share of Teletrac Common Stock held of record immediately prior to the Effective TimeTime by Teletrac, by a Unitholder Merger Sub, Trafficmaster or any wholly-owned subsidiary of Teletrac or of Trafficmaster shall be converted into the right to receive the following number of shares of SIC Common Stock canceled and amount of cash: a. 0.2072 shares of SIC Common Stock; plus b. cash in an amount equal to $2.66 The aggregate shares of SIC Common Stock to be issued in accordance with Sections 2.4(c)(i)a. and 2.4(c)(ii)a. (the “Merger Shares”), together with the aggregate cash consideration payable in accordance with Sections 2.4(c)(i)b. and 2.4(c)(ii)b. (the “Cash Consideration”) and extinguished without any cash to be paid in lieu of fractional shares in accordance with Section 3.4(g), shall be referred to collectively as the “Merger Consideration”;conversion thereof. (d) As of the Effective Time, each share of Class B Common Stock Stock, $0.01 par value, of Merger Sub (other than any Dissenting Sharesthe "MERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be cancelled canceled, extinguished and shall cease to exist automatically converted into one validly issued, fully paid and no nonassessable share of Common Stock, $0.01 par value, of the Surviving Corporation. Each certificate evidencing ownership of a number of shares of Merger Consideration or other amounts or consideration Sub Common Stock shall be delivered in exchange therefor;deemed to evidence ownership of the same number of shares of common stock, $0.01 par value, of the Surviving Corporation. (e) For purposes of this Agreement, the term "SUBSIDIARY", when used with respect to any shares Person, means any corporation or other organization, whether incorporated or unincorporated, of Class A Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall, upon such conversion, no longer be outstanding and shall automatically be cancelled and shall cease to exist as which (A) at least a majority of the Effective Time, and each certificate previously representing any securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such shares of Class A Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration into which the shares of Class A Common Stock represented corporation or other organization is directly or indirectly owned or controlled by such Certificate have been converted pursuant to this Section 2.4 and Section 3.4(g)Person (through ownership of securities, as well as by contract or otherwise) or (B) such Person or any dividends to which former holders Subsidiary of shares such Person is a general partner of Class A Common Stock become entitled in accordance with Article III; and (f) if, between any general partnership or a manager of any limited liability company. For the date purposes of this Agreement and the Effective TimeAgreement, the outstanding shares of SIC Common Stock shall have been increasedterm "PERSON" means any individual, decreasedgroup, changed into organization, corporation, partnership, joint venture, limited liability company, trust or exchanged for a different number or kind of shares or securities as a result of a reclassification, stock dividend, stock split, reverse stock split, or other similar change and specifically excluding sales of SIC Common Stock, sales of SIC equity-linked securities, and issuance of SIC Common Stock pursuant to SIC’s dividend reinvestment plan or otherwise in lieu of a portion entity of any cash dividend declared by SIC, an appropriate and proportionate adjustment shall be made to the number of shares of SIC Common Stock to be issued in the Mergerkind.

Conversion of Stock. At the Effective Time, by virtue of the Merger and without any action on the part of SICthe Company, Parent, Merger Sub, MDLY Sub or the holder holders of any of the following securities: (a) each Each share of Merger Sub Common Stock common stock, par value $0.01 per share, of Parent issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger;. (b) each Excluded MDLY Share Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding or held in treasury by MDLY, in each case, immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Company. (c) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any Cancelled Shares or Dissenting Shares), shall be converted into the right to receive One Dollar and Twenty-Five Cents ($1.25) in cash in immediately available funds, without interest, subject to adjustment in accordance with Section 1.4(f) (the “Merger Consideration”). (d) All shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that are owned by the Company, Parent, Merger Sub or the Investors shall be cancelled and shall cease to exist and no Merger Consideration or other amounts or consideration shall be delivered in exchange therefor; therefor (c) subject to Sections 2.4(f) and 3.4(g)such cancelled shares, at the Effective Time and subject to deduction for any required withholding Tax, (i) each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded MDLY Shares and any Dissenting Shares) held, immediately prior to the Effective Time, by any Person other than a Unitholder, shall be converted into the right to receive the following number of shares of SIC Common Stock and amount of cash: a. 0.2668 shares of SIC Common Stock; plus b. cash in an amount equal to $2.96 (ii) each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded MDLY Shares and any Dissenting Shares) held, immediately prior to the Effective Time, by a Unitholder shall be converted into the right to receive the following number of shares of SIC Common Stock and amount of cash: a. 0.2072 shares of SIC Common Stock; plus b. cash in an amount equal to $2.66 The aggregate shares of SIC Common Stock to be issued in accordance with Sections 2.4(c)(i)a. and 2.4(c)(ii)a. (the “Merger Cancelled Shares”), together with the aggregate cash consideration payable in accordance with Sections 2.4(c)(i)b. and 2.4(c)(ii)b. (the “Cash Consideration”) and any cash to be paid in lieu of fractional shares in accordance with Section 3.4(g), shall be referred to collectively as the “Merger Consideration”; (d) each share of Class B Common Stock (other than any Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be cancelled and shall cease to exist and no Merger Consideration or other amounts or consideration shall be delivered in exchange therefor;. (e) any All of the shares of Class A Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall, upon such conversion, I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each (i) certificate previously representing any such that immediately prior to the Effective Time represented shares of Class A Company Common Stock (each, a “Certificate”) and (ii) uncertificated share represented by book-entry that immediately prior to the Effective Time represented a share of Company Common Stock (“Book-Entry Share”) shall thereafter represent only the right to receive the Merger Consideration into which the shares of Class A Common Stock represented by such Certificate have been converted pursuant to this Section 2.4 and Section 3.4(g), as well as any dividends to which former holders of shares of Class A Common Stock become entitled in accordance with Article III; andConsideration. (f) if, If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of SIC Common Stock capital stock of Company shall have been increased, decreased, changed into occur (or exchanged for a different number or kind of shares or securities which the relevant record date will occur) as a result of a any reclassification, stock dividendrecapitalization, stock split, split (including a reverse stock split) or subdivision or combination or readjustment of shares, or other similar change any stock dividend or stock distribution with a record date during such period (in each case with the consent of Parent in accordance with Section 5.2 of this Agreement), the Merger Consideration shall be equitably and specifically excluding sales proportionately adjusted, if necessary and without duplication, to reflect such change. (g) Notwithstanding anything in this Agreement to the contrary, shares of SIC Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a stockholder who did not vote in favor of adoption of this Agreement and who is entitled to demand, and perfects, appraisal rights with respect to such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights provided for pursuant to the provisions of Section 262 of the DGCL and this Section 1.4(g)), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to demand or receive the fair value of such shares of Company Common Stock under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such share of Company Common Stock, sales in accordance with Section 1.4(c), without any interest thereon. The Company shall give Parent (i) prompt notice of SIC equity-linked securitiesany written notices to exercise appraisal rights in respect of any shares of Company Common Stock, attempted withdrawals of such notices and issuance any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ appraisal rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the DGCL. The Company shall not, except with the prior written consent of SIC Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.1 to pay for shares of Company Common Stock pursuant to SIC’s dividend reinvestment plan or otherwise in lieu of a portion of any cash dividend declared by SIC, an appropriate and proportionate adjustment for which appraisal rights have been perfected shall be made returned to the number of shares of SIC Common Stock to be issued in the MergerParent upon demand.

Conversion of Stock. At the Effective Time, by virtue of the Merger and without any action on the part of SICthe Buyer, Merger Sub, MDLY Acquisition or the holder of any of the following securitiesSeller: (a) each All shares of common stock, $.01 par value, of the Seller (the "Seller Stock") outstanding immediately prior to the Effective Time, other than shares held by the Seller as treasury stock or shares held by any subsidiary of the Seller, shall be converted into and become the right to receive, in the aggregate, (i) 1,154,258 shares (subject to the payment of cash for fractional shares as provided in Section 1.9 and to adjustment as provided in Sections 9.1(e) and (f)) of common stock, $.01 par value, of the Buyer ("Buyer Common Stock") and (ii) cash in the amount of $6,000,000. Such shares of Buyer Common Stock are referred to hereinafter as the "Merger Shares," and together with such cash as the "Merger Consideration." (b) All shares of Seller Stock held at the Effective Time by the Seller as treasury stock or by a subsidiary of the Seller shall be canceled and no payment shall be made with respect thereto. (c) Each share of Merger Sub Common Stock issued and common stock of Acquisition, $.01 par value, outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger;. (bd) each Excluded MDLY Share issued and outstanding or held in treasury by MDLY, in each case, immediately prior to the Effective Time The Merger Consideration shall be cancelled and shall cease to exist and no Merger Consideration or other amounts or consideration shall be delivered in exchange therefor; (c) subject to Sections 2.4(f) and 3.4(g), at allocated among the Effective Time and subject to deduction for any required withholding Tax, (i) each share holders of Class A Common shares of Seller Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded MDLY Shares and any Dissenting Shares"Seller Stockholders") heldin accordance with a schedule to be furnished by the Seller to the Buyer on or before January 9, 1998; provided, however, that if such schedule is not furnished on or prior to such date, the Merger Consideration shall be allocated pro rata in accordance with the shares of Seller Stock held immediately prior to the Effective Time, by any Person other than a Unitholder, shall be converted into the right to receive the following number of shares of SIC Common Stock and amount of cash: a. 0.2668 shares of SIC Common Stock; plus b. cash in an amount equal to $2.96 (ii) each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded MDLY Shares and any Dissenting Shares) held, immediately prior to the Effective Time, by a Unitholder shall be converted into the right to receive the following number of shares of SIC Common Stock and amount of cash: a. 0.2072 shares of SIC Common Stock; plus b. cash in an amount equal to $2.66 The aggregate shares of SIC Common Stock to be issued in accordance with Sections 2.4(c)(i)a. and 2.4(c)(ii)a. (the “Merger Shares”), together with the aggregate cash consideration payable in accordance with Sections 2.4(c)(i)b. and 2.4(c)(ii)b. (the “Cash Consideration”) and any cash to be paid in lieu of fractional shares in accordance with Section 3.4(g), shall be referred to collectively as the “Merger Consideration”; (d) each share of Class B Common Stock (other than any Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be cancelled and shall cease to exist and no Merger Consideration or other amounts or consideration shall be delivered in exchange therefor;. (e) The number of Merger Shares shall be adjusted to reflect the effect of any shares of Class A Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall, upon such conversion, no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Class A Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration into which the shares of Class A Common Stock represented by such Certificate have been converted pursuant to this Section 2.4 and Section 3.4(g), as well as any dividends to which former holders of shares of Class A Common Stock become entitled in accordance with Article III; and (f) if, between the date of this Agreement and the Effective Time, the outstanding shares of SIC Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reclassification, stock dividend, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Buyer Common Stock), recapitalization or other similar like change and specifically excluding sales without receipt of SIC Common Stock, sales of SIC equity-linked securities, and issuance of SIC consideration with respect to Buyer Common Stock pursuant to SIC’s dividend reinvestment plan occurring on or otherwise in lieu of a portion of any cash dividend declared by SIC, an appropriate after the date hereof and proportionate adjustment shall be made prior to the number of shares of SIC Common Stock to be issued in the MergerEffective Time.

Conversion of Stock. At Subject to Sections 2.5, 2.6 and 2.7, as of the Effective Time, by virtue of the Merger and without any action on the part of SICParent, Merger Sub, MDLY the Company or the holder holders of any outstanding shares of Company Capital Stock, the following securitiesshall occur: (a) Pursuant to Section 4.2(c) of the Company Certificate: (i) each share of Merger Sub Common Series B-2 Preferred Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger; (b) each Excluded MDLY Share issued and outstanding or held in treasury by MDLY, in each case, as of immediately prior to the Effective Time shall be cancelled canceled and shall cease to exist and no Merger Consideration or other amounts or consideration shall be delivered in exchange therefor; (c) subject to Sections 2.4(f) and 3.4(g), at the Effective Time and subject to deduction for any required withholding Tax, (i) each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded MDLY Shares and any Dissenting Shares) held, immediately prior to the Effective Time, by any Person other than a Unitholder, shall be converted into the right to receive the following number of shares of SIC Common Stock and amount of cash: a. 0.2668 shares of SIC Common Stock; plus b. a cash in an amount payment equal to $2.96 1.1596 plus dividends per share at the rate of 8% of the original purchase price of $0.2899 per share per annum, compounded annually and computed from the date of original issuance to the Effective Time (the “Series B-2 Base Preference Amount”), plus the Series B-2 Participation Preference Amount; and (ii) each share of Class A Common Series B-1 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded MDLY Shares and any Dissenting Shares) held, immediately prior to the Effective Time, by a Unitholder shall be converted into the right to receive the following number as of shares of SIC Common Stock and amount of cash: a. 0.2072 shares of SIC Common Stock; plus b. cash in an amount equal to $2.66 The aggregate shares of SIC Common Stock to be issued in accordance with Sections 2.4(c)(i)a. and 2.4(c)(ii)a. (the “Merger Shares”), together with the aggregate cash consideration payable in accordance with Sections 2.4(c)(i)b. and 2.4(c)(ii)b. (the “Cash Consideration”) and any cash to be paid in lieu of fractional shares in accordance with Section 3.4(g), shall be referred to collectively as the “Merger Consideration”; (d) each share of Class B Common Stock (other than any Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be cancelled canceled and shall cease to exist and no Merger Consideration or other amounts or consideration shall be delivered in exchange therefor; (e) any shares of Class A Common Stock converted into the right to receive a cash payment equal to $0.8697 plus dividends per share at the Merger rate of 8% of the original purchase price of $0.2899 per share per annum, compounded annually and computed from the date of original issuance to the Effective Time (the “Series B-1 Base Preference Amount”), plus the Series B-1 Participation Preference Amount; provided, however, that if the Net Closing Consideration pursuant to this Article II shallis less than the Aggregate Senior Base Preference Amount, upon such conversion, no longer be then notwithstanding the foregoing: (x) each share of Series B-2 Preferred Stock issued and outstanding and shall automatically be cancelled and shall cease to exist as of immediately prior to the Effective Time, Time shall be canceled and each certificate previously representing any such shares of Class A Common Stock (each, a “Certificate”) shall thereafter represent only converted into the right to receive a cash payment equal to the Merger Consideration Series B-2 Reduced Preference Amount; and (y) each share of Series B-1 Preferred Stock issued and outstanding as of immediately prior to the Effective Time shall be canceled and converted into which the shares of Class A Common Stock represented by such Certificate have been converted pursuant right to this Section 2.4 and Section 3.4(g), as well as any dividends receive a cash payment equal to which former holders of shares of Class A Common Stock become entitled in accordance with Article III; andthe Series B-1 Reduced Preference Amount. (fb) ifPursuant to Section 4.2(b) of the Company Certificate, between each share of Series A-2 Preferred Stock issued and outstanding as of immediately prior to the Effective Time shall be canceled and converted into the right to receive a cash payment equal to $1.05 plus dividends per share at the rate of 8% of the original purchase price of $1.05 per share per annum, compounded annually and computed from the date of this Agreement and original issuance to the Effective Time, the outstanding shares of SIC Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reclassification, stock dividend, stock split, reverse stock split, or other similar change and specifically excluding sales of SIC Common Stock, sales of SIC equity-linked securities, and issuance of SIC Common Stock pursuant to SIC’s dividend reinvestment plan or otherwise in lieu of a portion of any cash dividend declared by SIC, an appropriate and proportionate adjustment shall be made to the number of shares of SIC Common Stock to be issued in the Merger.Time (the

Conversion of Stock. At the Effective Time, by By virtue of the Merger and without any action on the part of SICMBI, Merger Sub, MDLY PHC or the holder holders of any of the following securities, at the Effective Time: (a) each share of Merger Sub Class A common stock, par value $.01 per share, of PHC (“PHC Common Stock Stock”) issued and outstanding immediately prior to the Effective Time shall remain issued continue to be one validly issued, fully paid and outstanding and shall not be affected by nonassessable share of common stock, par value $.01, of the Merger;Surviving Company; and (b) each Excluded MDLY Share issued and outstanding or held in treasury by MDLY, in each case, immediately prior to the Effective Time shall be cancelled and shall cease to exist and no Merger Consideration or other amounts or consideration shall be delivered in exchange therefor; (c) subject to Sections 2.4(fSection 1.4(g) and 3.4(g)below, at the Effective Time and subject to deduction for any required withholding Tax, (i) each share of Class A MBI Common Stock issued and outstanding immediately prior to the Effective Time (other than excluding (i) shares cancelled pursuant to Section 1.4(e) below and (ii) shares held by shareholders who perfect their dissenters’ rights of appraisal as provided in Section 1.4(f) below) (collectively, the Excluded MDLY Shares “Exchangeable Shares”, and any Dissenting Shareseach an “Exchangeable Share”) held, immediately prior shall cease to the Effective Time, by any Person other than a Unitholder, be outstanding and shall be converted into and exchanged for the right to receive the following number of 1.2048 shares of SIC PHC Common Stock and amount of cash: a. 0.2668 shares of SIC Common Stock; plus b. cash in an amount equal to $2.96 (ii) each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded MDLY Shares and any Dissenting Shares) held, immediately prior to the Effective Time, by a Unitholder shall be converted into the right to receive the following number of shares of SIC Common Stock and amount of cash: a. 0.2072 shares of SIC Common Stock; plus b. cash in an amount equal to $2.66 The aggregate shares of SIC Common Stock to be issued in accordance with Sections 2.4(c)(i)a. and 2.4(c)(ii)a. (the “Merger SharesConsideration” and the “Exchange Ratio”), together with the aggregate cash consideration payable in accordance with Sections 2.4(c)(i)b. and 2.4(c)(ii)b. . (the “Cash Consideration”c) and any cash to be paid in lieu of fractional shares in accordance with Section 3.4(g), shall be referred to collectively as the “Merger Consideration”;[Reserved]. (d) each share All of Class B Common Stock (other than any Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be cancelled and shall cease to exist and no Merger Consideration or other amounts or consideration shall be delivered in exchange therefor; (e) any shares of Class A Common Stock Exchangeable Shares converted into the right to receive the Merger Consideration pursuant to this Article II shall, upon such conversion, I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Class A MBI Common Stock (each, a “Certificate”) and non-certificated shares of MBI Common Stock represented by book-entry (“Book-Entry Shares”) shall thereafter represent only the right to receive the Merger Consideration into which the shares of Class A MBI Common Stock represented by such Certificate or Book-Entry Shares have been converted pursuant to this Section 2.4 1.4 and any cash lieu of fractional shares as specified in Section 3.4(g), 2.2(f) as well as any dividends to which former holders of shares of Class A MBI Common Stock become entitled in accordance with Article III; andSection 2.2(c). (e) All shares of MBI Common Stock that are owned by MBI or PHC (other than (i) shares of MBI 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 third parties (any such shares, “Trust Account Common Shares”) and (ii) shares of MBI Common Stock held, directly or indirectly, by MBI or PHC in respect of a debt previously contracted (any such shares, “DPC Common Shares”)) shall be cancelled and shall cease to exist (any such shares, the “Cancelled Shares”), and no stock of PHC or other consideration shall be delivered in exchange therefor. All shares of MBI Common Stock that are owned by any wholly owned Subsidiary of MBI or by any wholly owned Subsidiary of PHC shall remain outstanding, adjusted to maintain relative ownership percentages, and no consideration shall be delivered in exchange therefor. (f) if, between the date of Notwithstanding anything in this Agreement to the contrary, shares of MBI Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 of the FBCA (the “Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead the holder of such Dissenting Shares shall be entitled to payment of the fair value of such shares in accordance with the provisions of Sections 607.1301 to 607.1333 of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist), unless and until such holder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of MBI Common Stock under such provisions of the FBCA. If any shareholder dissenting pursuant to Sections 607.1301 to 607.1333 of the FBCA and this Section 1.4(f) shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of MBI Common Stock shall thereupon be treated as if they had been converted into and become Exchangeable Shares as of the Effective Time, eligible to receive the Merger Consideration in accordance with Section 1.4(b), without any interest thereon. MBI shall give PHC (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of MBI Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the FBCA and received by TABLE OF CONTENTS​​​ MBI relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the FBCA. MBI shall not, except with the prior written consent of PHC, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. (g) If the number of shares of PHC Common Stock or MBI Common Stock issued and outstanding prior to the Effective Time as a result of a stock split, stock combination, stock dividend or similar recapitalization with respect to such stock, and the record date therefor shall be prior to the Effective Time, the outstanding shares of SIC Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reclassification, stock dividend, stock split, reverse stock split, or other similar change and specifically excluding sales of SIC Common Stock, sales of SIC equity-linked securities, and issuance of SIC Common Stock pursuant to SIC’s dividend reinvestment plan or otherwise in lieu of a portion of any cash dividend declared by SIC, an appropriate and proportionate adjustment Merger Consideration shall be made proportionately adjusted as necessary to preserve the relative economic benefit to the number of shares of SIC Common Stock to be issued in the MergerParties.