Common use of Effect on Outstanding Shares Clause in Contracts

Effect on Outstanding Shares. (a) By virtue of the Merger, automatically and without any action on the part of the holders of Company Common Stock, each share of Company Common Stock issued and outstanding at the Effective Time (other than Excluded Shares (as defined below)) shall become and be converted into the right to receive (i) $23.50 in cash without interest and (ii) one-tenth of a Secondary Participation Interest (as defined below), provided, however, that no fractional Secondary Participation Interests shall be issued, holders of Company Common Stock who would otherwise receive fractional Secondary Participation Interests shall not be entitled thereto and such holders shall receive their respective pro rata portion of the cash proceeds (net of aggregate commissions and any other selling expenses) obtained from the Exchange Agent (as hereinafter defined) batching such fractional Secondary Participation Interests together with the fractional Secondary Participation Interests that would otherwise be received by holders of options and warrants pursuant to Section 1.5 into the nearest aggregate whole number of Secondary Participation Interests (collectively, the "Batched Secondary Participation Interests") and effecting the sale (the "Batched Sales") of the Batched Secondary Participation Interests on the open market at prevailing prices in accordance with Section 1.3(c) (collectively the consideration described in the foregoing clauses (i) and (ii), including any cash payment from the proceeds of the Batched Sales, is referred to herein as the "Merger Consideration"). As of the Effective Time, each share of Company Common Stock held directly or indirectly by the Acquiror, other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted, and shares held as treasury stock of the Company, shall be cancelled and retired and cease to exist, and no exchange or payment shall be made with respect thereto. (b) The shares of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall become shares of the Surviving Corporation after the Merger and shall thereafter constitute all of the issued and outstanding shares of the capital stock of the Surviving Corporation.

Effect on Outstanding Shares. (a) By virtue of the MergerMerger and without any action on the part of the holder of any shares of capital stock of ICH or ACT: (a) At the Effective Time, each share of common stock, par value $.01 per share ("ICH Common Stock"), of ICH and each share of Series B 8 1/2% Cumulative Convertible Preferred Stock, par value $.01 per share ("ICH Series B Preferred Stock" and, together with ICH Common Stock, "ICH Stock"), of ICH owned by any of its Subsidiaries (as defined below) shall, automatically and without any action on the part of the holders of Company Common Stockholder thereof, each share of Company Common Stock issued be canceled and outstanding at the Effective Time retired and all rights in respect thereof shall cease to exist without any conversion thereof or payment therefor. (other than Excluded Shares (as defined below)b) shall become and be converted into the right to receive (i) $23.50 in cash without interest and (ii) one-tenth of a Secondary Participation Interest (as defined below), provided, however, that no fractional Secondary Participation Interests shall be issued, holders of Company Common Stock who would otherwise receive fractional Secondary Participation Interests shall not be entitled thereto and such holders shall receive their respective pro rata portion of the cash proceeds (net of aggregate commissions and any other selling expenses) obtained from the Exchange Agent (as hereinafter defined) batching such fractional Secondary Participation Interests together with the fractional Secondary Participation Interests that would otherwise be received by holders of options and warrants pursuant to Section 1.5 into the nearest aggregate whole number of Secondary Participation Interests (collectively, the "Batched Secondary Participation Interests") and effecting the sale (the "Batched Sales") of the Batched Secondary Participation Interests on the open market at prevailing prices in accordance with Section 1.3(c) (collectively the consideration described in the foregoing clauses (i) and (ii), including any cash payment from the proceeds of the Batched Sales, is referred to herein as the "Merger Consideration"). As of At the Effective Time, each share of Company ICH Common Stock held directly or indirectly by the Acquiror, other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted, and shares held as treasury stock of the Company, shall be cancelled and retired and cease to exist, and no exchange or payment shall be made with respect thereto. (b) The shares of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall become (other than as provided in Section 2.1(a) or any shares of ICH Common Stock owned by ACT or any of its Subsidiaries) shall, automatically and without any action on the Surviving Corporation after the Merger and shall thereafter constitute all part of the issued holder thereof, cease to be outstanding and be converted into 0.66094 (the "Exchange Ratio") of an ACT Common Share, plus cash for any fractional ACT Common Share as provided in Section 2.5. If prior to the Effective Time the outstanding shares of ICH 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 reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in ICH's capitalization, then an appropriate and proportionate adjustment shall be made in the capital stock Exchange Ratio. (c) Prior to the Effective Time, the holder of the Surviving Corporationoutstanding shares of ICH Series B Preferred Stock shall convert all of such shares into 1,683,635 shares of ICH Common Stock; provided, however, that if such conversion does not occur prior to the Effective Time, each share of ICH Series B Preferred Stock outstanding immediately prior to the Effective Time (other than as provided in Section 2.1(a) or any shares of ICH Series B Preferred Stock owned by ACT or any of its Subsidiaries) shall, automatically and without any action on the part of the holder thereof, cease to be outstanding and be converted into 1,112,782 ACT Common Shares.

Effect on Outstanding Shares. (a) By Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger, automatically Merger and without any action on the part of the holders a holder of Company shares of BYL Common Stock, : (a) each share of Company BYL Common Stock issued and outstanding at the Effective Time (other than Excluded Shares (as defined below)) shall become and be converted into the right to receive (i) $23.50 in cash without interest Dissenting Shares and (ii) one-tenth shares of a Secondary Participation Interest (as defined below), provided, however, that no fractional Secondary Participation Interests shall be issued, holders of Company BYL Common Stock who would otherwise receive fractional Secondary Participation Interests shall not be entitled thereto and such holders shall receive their respective pro rata portion owned by BYL or PBOC or any of the cash proceeds (net of aggregate commissions and any other selling expenses) obtained from the Exchange Agent (as hereinafter defined) batching such fractional Secondary Participation Interests together with the fractional Secondary Participation Interests that would otherwise be received by holders of options and warrants pursuant to Section 1.5 into the nearest aggregate whole number of Secondary Participation Interests (collectively, the "Batched Secondary Participation Interests") and effecting the sale (the "Batched Sales") of the Batched Secondary Participation Interests on the open market at prevailing prices in accordance with Section 1.3(c) (collectively the consideration described in the foregoing clauses (i) and (ii), including any cash payment from the proceeds of the Batched Sales, is referred to herein as the "Merger Consideration"). As of the Effective Time, each share of Company Common Stock held directly or indirectly by the Acquirorits wholly-owned subsidiaries, other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) shall become and be converted into the right to receive in cash without interest the Merger Consideration, determined in accordance with Sections 2.6(c) and (d) hereof ; and (b) each share of BYL Common Stock owned by BYL, PBOC or any of PBOC's wholly-owned Subsidiaries at the Effective Time (other than shares held as treasury in a fiduciary capacity or in satisfaction of a debt previously contracted) shall be canceled and retired and shall not represent capital stock of the Company, shall be cancelled and retired and cease to existSurviving Corporation, and no exchange or payment shall be made with respect thereto. (bc) The shares Subject to Section 2.6(d), the Merger Consideration for purposes of common stock Section 2.6(a) shall be $15.00; provided, however, that if the Closing occurs (i) in the period commencing March 6, 2001 to and including June 15, 2001, the Merger Consideration shall be increased by an amount for each day subsequent to March 6, 2001 to and including the Closing Date which is equivalent to 8.0% per annum on the aggregate $15.00 per share Merger Consideration (the "Additional Merger Consideration"). Notwithstanding the foregoing, for purposes of computing the amount of Additional Merger Sub issued Consideration, if any, which PBOC is obligated to pay hereunder, no Additional Merger Consideration shall be due on the date which is five days after the date that PBOC provides BYL with written notice that it has satisfied all conditions for Closing and outstanding immediately prior is prepared to close the transactions contemplated by this Agreement. (i) To the extent that the SBA Commencement Assets (as defined in the CNL Operations Agreement) have not been purchased by CCF by ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇ and the Bank acknowledge that BYL and BYL Bank shall liquidate for cash the Second Residual Interest (as defined in the CNL Operations Agreement) and not consummate the transactions contemplated by the CNL Transaction Agreements. Under such circumstances, notwithstanding anything herein to the Effective Time contrary, the aggregate Merger Consideration shall become shares be reduced by the after tax cost (utilizing BYL's applicable tax rate) of the Surviving Corporation difference between $2,104,002 and the sum of (i) the cash price received for the Second Residual Interest, plus (ii) cash payments received by BYL on the Second Residual Interest after the Merger and date of this Agreement, plus (iii) interest earned at the rate of 5.0% per annum on the amounts set forth in clause (ii) of this sentence from the date of receipt to the date of sale of such Second Residual Interest, as evidenced by a payment schedule which shall thereafter constitute all be satisfactory to PBOC. To the extent that the Second Residual Interest has not been liquidated by the date of PBOC's receipt of the issued and outstanding shares last required regulatory approval of the capital stock transactions contemplated by this Agreement, then for purposes of clause (i) in the immediately preceding sentence, the cash price received for the Second Residual Interest shall be deemed to be zero. (ii) To the extent that the SBA Commencement Assets (as defined in the CNL Operations Agreement) have been purchased by CCF by December 31, 2000, but, as part of the Surviving Corporationclosing of the transactions contemplated by the CNL Transaction Agreements, BYL and BYL Bank has had to cause CCF to acquire through purchase a license providing for Small Business Administration ("SBA") accreditation as a non-bank participating lender, then under such circumstances and notwithstanding anything herein to the contrary, the Merger Consideration shall be reduced by the after tax cost (utilizing BYL's applicable tax rate) to BYL of the acquisition by CCF of the SBA license.

Effect on Outstanding Shares. (a) By virtue of the Merger, automatically and without any action on the part of the holders of Company Common Stockholder thereof, each share of Company Seller Common Stock Stock, issued and outstanding at the Effective Time (other than Excluded Shares (as defined below)) shall become and be converted into the right to receive (i) $23.50 shares the holder of which (the "Dissenting Stockholder") pursuant to any applicable law providing for dissenters' or appraisal rights is entitled to receive payment in cash without interest and accordance with the provisions of any such law, such holder to have only the rights provided in any such law (the "Dissenters' Shares"), (ii) one-tenth of a Secondary Participation Interest (as defined below), provided, however, that no fractional Secondary Participation Interests shall be issued, holders of Company Common Stock who would otherwise receive fractional Secondary Participation Interests shall not be entitled thereto and such holders shall receive their respective pro rata portion of the cash proceeds (net of aggregate commissions and any other selling expenses) obtained from the Exchange Agent (as hereinafter defined) batching such fractional Secondary Participation Interests together with the fractional Secondary Participation Interests that would otherwise be received by holders of options and warrants pursuant to Section 1.5 into the nearest aggregate whole number of Secondary Participation Interests (collectively, the "Batched Secondary Participation Interests") and effecting the sale (the "Batched Sales") of the Batched Secondary Participation Interests on the open market at prevailing prices in accordance with Section 1.3(c) (collectively the consideration described in the foregoing clauses (i) and (ii), including any cash payment from the proceeds of the Batched Sales, is referred to herein as the "Merger Consideration"). As of the Effective Time, each share of Company Common Stock shares held directly or indirectly by the Acquiror, Purchaser (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted), (iii) unallocated shares held in Yonkers Financial Corporation 1996 Management Recognition Plan (the "MRP") and (iv) shares held as treasury stock of Seller (the Companyshares referred to in clauses (i), (ii), (iii) and (iv) are hereinafter collectively referred to as the "Excluded Shares")) shall become and be converted into the right to receive $29.00 in cash without interest (the "Merger Consideration"). (b) As of the Effective Time, each Excluded Share, other than Dissenters' Shares, shall be cancelled canceled and retired and cease to exist, and no exchange or payment shall be made with respect thereto. (bc) The As of the Effective Time, all shares of common stock Seller Common Stock other than Excluded Shares shall no longer be outstanding and shall be automatically cancelled and retired and shall cease to exist, and each holder of a certificate formerly representing any such share of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Sub issued and outstanding immediately prior to Consideration. After the Effective Time Time, there shall become shares be no transfers on the stock transfer books of the Surviving Corporation after the Merger and shall thereafter constitute all of the issued and outstanding shares of the capital stock of the Surviving CorporationPurchaser.

Effect on Outstanding Shares. (a) By At the Effective Time, by virtue of the Merger, automatically and without any action on the part of the holders holder thereof, subject to the provisions of Company Common StockSection 1.3 hereof with respect to the payment of fractional shares in cash, each share of Company common stock, par value $.50 per share, of Cardinal (the "Cardinal Common Stock Stock") issued and outstanding at the Effective Time (other than Excluded Shares (as defined belowi) shares the holders of which (each a "Dissenting Shareholder") are exercising appraisal rights pursuant to the PBCL (the "Dissenters' Shares"), if any, and (ii) shares held directly or indirectly by SBI, other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) shall become and be converted into the right to receive shares of common stock, par value $2.00 per share, of SBI (i"SBI Common Stock") $23.50 determined in cash without interest and conformity with the Exchange Ratio set forth at Schedule 1.2 hereof (ii) one-tenth of a Secondary Participation Interest (as defined below)such SBI Common Stock, provided, however, that no fractional Secondary Participation Interests shall be issued, holders of Company Common Stock who would otherwise receive fractional Secondary Participation Interests shall not be entitled thereto and such holders shall receive their respective pro rata portion determined on the basis of the cash proceeds (net of aggregate commissions and any other selling expenses) obtained from the Exchange Agent (Ratio, as hereinafter defined) batching such fractional Secondary Participation Interests together with the fractional Secondary Participation Interests that would otherwise be received by holders of options and warrants pursuant to Section 1.5 into the nearest aggregate whole number of Secondary Participation Interests (each Cardinal shareholder and, collectively, the "Batched Secondary Participation Interests") and effecting the sale (the "Batched Sales") of the Batched Secondary Participation Interests on the open market at prevailing prices in accordance with Section 1.3(c) (collectively the consideration described in the foregoing clauses (i) and (ii), including any cash payment from the proceeds of the Batched Sales, to all Cardinal shareholders is referred to herein as the "Merger Consideration"). As of the Effective Time, each share of Company Cardinal Common Stock held directly or indirectly by the AcquirorSBI, other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted, and shares held as treasury stock of the Company, shall be cancelled canceled and retired and cease to exist, and no exchange or payment shall be made with respect thereto. (b) The shares of common stock of SBI Merger Sub issued and outstanding immediately prior to the Effective Time shall become shares Time, by virtue of the Surviving Corporation and after the Merger Merger, shall be converted into and shall thereafter constitute all of the issued and outstanding shares of the capital stock of the Surviving Corporation. (c) If prior to the Effective Time, the outstanding shares of SBI Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities through a reclassification, stock dividend, stock split or reverse stock split, or other similar change, the Exchange Ratio shall be adjusted such that each Cardinal shareholder shall be entitled to receive such number of shares of SBI Common Stock as such shareholder would have been entitled to receive if the Effective Time had occurred prior to the happening of such event. (By way of illustration, if SBI shall declare a stock dividend of 7% payable with respect to a record date on or prior to the Effective Time and the conditions set forth above are satisfied, the Exchange Ratio shall be adjusted upward by 7%.)

Effect on Outstanding Shares. (a) Seller Common Stock. By virtue of the Acquisition Merger, ------ ------ ----- automatically and without any action on the part of the holders of Company Common Stockholder thereof, each share of Company Seller Common Stock issued and outstanding at immediately prior to the Effective Time (other than Excluded Dissenting Shares (and any such shares held directly or indirectly by Buyer, other than Trust Account Shares and DPC Shares, and any such shares held as defined below)treasury stock by Seller) shall become and be converted into the right number of shares or fraction of a share of Buyer Common Stock (together with the number of Buyer Rights associated therewith), rounded to receive the nearest thousandth of a share, equal to the Conversion Number. The "Conversion Number" shall be equal to the quotient ---------- ------ of dividing (i) the sum of (A) the Adjusted Net Worth as of the close of business on the Measurement Date, (B) $23.50 in cash without interest 40,640,806.00, (C) the product of $40,000.00 and the number of days after the Measurement Date to and including the Closing Date, and (D) the aggregate exercise price of all options to purchase Seller Common Stock outstanding at the close of business on the Measurement Date, by (ii) one-tenth the product of a Secondary Participation Interest (as defined below)A) Average Closing Price, provided, however, that no fractional Secondary Participation Interests shall be issued, holders and (B) the sum of Company the number of shares of Seller Common Stock who would otherwise receive fractional Secondary Participation Interests shall not be entitled thereto and such holders shall receive their respective pro rata portion options to purchase Seller Common Stock outstanding at the close of the cash proceeds (net of aggregate commissions and any other selling expenses) obtained from the Exchange Agent (as hereinafter defined) batching such fractional Secondary Participation Interests together with the fractional Secondary Participation Interests that would otherwise be received by holders of options and warrants pursuant to Section 1.5 into the nearest aggregate whole number of Secondary Participation Interests (collectively, the "Batched Secondary Participation Interests") and effecting the sale (the "Batched Sales") of the Batched Secondary Participation Interests business on the open market at prevailing prices in accordance with Section 1.3(c) (collectively the consideration described in the foregoing clauses (i) and (ii), including any cash payment from the proceeds of the Batched Sales, is referred to herein as the "Merger Consideration")Measurement Date. As of the Effective Time, each share of Company Seller Common Stock held directly or indirectly by the AcquirorBuyer, other than shares held in a fiduciary capacity or in satisfaction of a debt previously contractedTrust Account Shares and DPC Shares, and shares held by Seller as treasury stock of the Company, shall be cancelled and canceled, retired and cease to exist, and no exchange or payment shall be made with respect thereto. (b) The thereof. For purposes of this Agreement, "Average Closing Price" shall mean the average of the ------- ------- ----- closing prices of shares of common stock of Merger Sub issued and outstanding immediately Buyer Common Stock as reported on the NYSE composite transactions reporting system for the twenty consecutive trading days ending on the third business day prior to the Effective Time shall become shares of Closing Date (such period being the Surviving Corporation after the Merger and shall thereafter constitute all of the issued and outstanding shares of the capital stock of the Surviving Corporation."Valuation Period"). --------- ------

Effect on Outstanding Shares. (a) By Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger, automatically and without any action on the part : (a) The register of members of the holders Company will be closed, and thereafter there will be no further registration of transfers of Company Common Stock, each share of Company Common Stock issued Shares. From and outstanding at the Effective Time (other than Excluded Shares (as defined below)) shall become and be converted into the right to receive (i) $23.50 in cash without interest and (ii) one-tenth of a Secondary Participation Interest (as defined below), provided, however, that no fractional Secondary Participation Interests shall be issued, holders of Company Common Stock who would otherwise receive fractional Secondary Participation Interests shall not be entitled thereto and such holders shall receive their respective pro rata portion of the cash proceeds (net of aggregate commissions and any other selling expenses) obtained from the Exchange Agent (as hereinafter defined) batching such fractional Secondary Participation Interests together with the fractional Secondary Participation Interests that would otherwise be received by holders of options and warrants pursuant to Section 1.5 into the nearest aggregate whole number of Secondary Participation Interests (collectively, the "Batched Secondary Participation Interests") and effecting the sale (the "Batched Sales") of the Batched Secondary Participation Interests on the open market at prevailing prices in accordance with Section 1.3(c) (collectively the consideration described in the foregoing clauses (i) and (ii), including any cash payment from the proceeds of the Batched Sales, is referred to herein as the "Merger Consideration"). As of after the Effective Time, each share of Company Common Stock held directly or indirectly by the Acquiror, other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted, and shares held as treasury stock holders of the Company, shall be cancelled and retired and Company Shares outstanding immediately prior to the Effective Time will cease to exist, and no exchange or payment shall be made have any rights with respect theretothereto except as otherwise provided in this Agreement or by Law. (b) The shares of common stock of Merger Sub Each Company Share issued and outstanding immediately prior to the Effective Time (which excludes, in each case, Excluded Shares and Dissenting Shares, if any) will be automatically converted into the right to receive the Per Share Merger Consideration. (c) Each Company Share, if any, held immediately prior to the Effective Time by the Company or Parent (collectively, the “Excluded Shares”) will be automatically canceled and no payment will be made with respect thereto. (d) Each Outstanding Warrant shall become shares be assumed by Parent and automatically converted into a warrant to purchase Parent Ordinary Shares payable in Parent ADSs (collectively, the “Assumed Warrants”). Each Assumed Warrant shall (i) constitute the right to acquire a number of Parent ADSs equal to (in each case, as rounded down to the nearest whole number) the product of (A) the Per Share Merger Consideration, multiplied by (B) the number of Company Shares subject to the unexercised portion of such Outstanding Warrant, multiplied by (C) the ADS Exchange Rate and (ii) have an exercise price per Parent ADS equal to (in each case, as rounded up to the nearest whole cent) the quotient of (A) the exercise price per share of such Outstanding Warrant prior to its assumption, divided by (B) the TABLE OF CONTENTS​​​​ Per Share Merger Consideration, divided by (C) the ADS Exchange Rate. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of Parent Ordinary Shares for delivery upon exercise of the Surviving Corporation after Outstanding Warrants to be issued for the Merger Assumed Warrants in accordance with this Section 1.02(d). (e) Each Outstanding Right shall be assumed by Parent and automatically converted into a right to receive Parent Ordinary Shares payable in Parents ADSs (collectively, the “Assumed Rights”). Each Assumed Right shall thereafter constitute all the right to automatically convert, upon the consummation of the issued and outstanding shares Merger, into a number of Parent ADSs equal to (in each case, as rounded down to the nearest whole number) the product of (A) the Per Share Merger Consideration, multiplied by (B) the number of Company Shares subject to the unexercised portion of such Outstanding Right, multiplied by (C) the ADS Exchange Rate. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of Parent Ordinary Shares for delivery upon the conversion of the capital stock Assumed Rights in accordance with this Section 1.02(e). (f) The Company Unit Purchase Option shall be assumed by Parent, such that each Outstanding Option shall be assumed by Parent and automatically converted into an option to receive upon exercise, with respect to each of the Surviving Corporation(i) Company Shares issuable upon the exercise of the Company Unit Purchase Option, the Per Share Merger Consideration calculated in accordance with Section 1.02(b) and Section 1.07, (ii) the Company Warrants issuable upon the exercise of the Company Unit Purchase Option, the number of Parent Ordinary Shares payable in Parents ADSs calculated in accordance with Section 1.02(d), and (iii) the Company Rights issuable upon the exercise of the Company Unit Purchase Option, the number of Parent Ordinary Shares payable in Parents ADSs calculated in accordance with Section 1.02(e).

Effect on Outstanding Shares. (a) By Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger, automatically and without any action on the part : (a) The register of members of the holders Company will be closed, and thereafter there will be no further registration of transfers of Company Common Stock, each share of Company Common Stock issued Shares. From and outstanding at the Effective Time (other than Excluded Shares (as defined below)) shall become and be converted into the right to receive (i) $23.50 in cash without interest and (ii) one-tenth of a Secondary Participation Interest (as defined below), provided, however, that no fractional Secondary Participation Interests shall be issued, holders of Company Common Stock who would otherwise receive fractional Secondary Participation Interests shall not be entitled thereto and such holders shall receive their respective pro rata portion of the cash proceeds (net of aggregate commissions and any other selling expenses) obtained from the Exchange Agent (as hereinafter defined) batching such fractional Secondary Participation Interests together with the fractional Secondary Participation Interests that would otherwise be received by holders of options and warrants pursuant to Section 1.5 into the nearest aggregate whole number of Secondary Participation Interests (collectively, the "Batched Secondary Participation Interests") and effecting the sale (the "Batched Sales") of the Batched Secondary Participation Interests on the open market at prevailing prices in accordance with Section 1.3(c) (collectively the consideration described in the foregoing clauses (i) and (ii), including any cash payment from the proceeds of the Batched Sales, is referred to herein as the "Merger Consideration"). As of after the Effective Time, each share of Company Common Stock held directly or indirectly by the Acquiror, other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted, and shares held as treasury stock holders of the Company, shall be cancelled and retired and Company Shares outstanding immediately prior to the Effective Time will cease to exist, and no exchange or payment shall be made have any rights with respect theretothereto except as otherwise provided in this Agreement or by Law. (b) The shares of common stock of Merger Sub Each Company Share issued and outstanding immediately prior to the Effective Time (which excludes, in each case, Excluded Shares and Dissenting Shares, if any) will be automatically converted into the right to receive the Per Share Merger Consideration. (c) Each Company Share, if any, held immediately prior to the Effective Time by the Company or Parent (collectively, the “Excluded Shares”) will be automatically canceled and no payment will be made with respect thereto. (d) Each Outstanding Warrant shall become shares be assumed by Parent and automatically converted into a warrant to purchase Parent Ordinary Shares payable in Parent ADSs (collectively, the “Assumed Warrants”). Each Assumed Warrant shall (i) constitute the right to acquire a number of Parent ADSs equal to (in each case, as rounded down to the nearest whole number) the product of (A) the Per Share Merger Consideration, multiplied by (B) the number of Company Shares subject to the unexercised portion of such Outstanding Warrant, multiplied by (C) the ADS Exchange Rate and (ii) have an exercise price per Parent ADS equal to (in each case, as rounded up to the nearest whole cent) the quotient of (A) the exercise price per share of such Outstanding Warrant prior to its assumption, divided by (B) the Per Share Merger Consideration, divided by (C) the ADS Exchange Rate. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of Parent Ordinary Shares for delivery upon exercise of the Surviving Corporation after Outstanding Warrants to be issued for the Merger Assumed Warrants in accordance with this Section 1.02(d). (e) Each Outstanding Right shall be assumed by Parent and automatically converted into a right to receive Parent Ordinary Shares payable in Parents ADSs (collectively, the “Assumed Rights”). Each Assumed Right shall thereafter constitute all the right to automatically convert, upon the consummation of the issued and outstanding shares Merger, into a number of Parent ADSs equal to (in each case, as rounded down to the nearest whole number) the product of (A) the Per Share Merger Consideration, multiplied by (B) the number of Company Shares subject to the unexercised portion of such Outstanding Right, multiplied by (C) the ADS Exchange Rate. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of Parent Ordinary Shares for delivery upon the conversion of the capital stock Assumed Rights in accordance with this Section 1.02(e). (f) The Company Unit Purchase Option shall be assumed by Parent, such that each Outstanding Option shall be assumed by Parent and automatically converted into an option to receive upon exercise, with respect to each of the Surviving Corporation(i) Company Shares issuable upon the exercise of the Company Unit Purchase Option, the Per Share Merger Consideration calculated in accordance with Section 1.02(b) and Section 1.07, (ii) the Company Warrants issuable upon the exercise of the Company Unit Purchase Option, the number of Parent Ordinary Shares payable in Parents ADSs calculated in accordance with Section 1.02(d), and (iii) the Company Rights issuable upon the exercise of the Company Unit Purchase Option, the number of Parent Ordinary Shares payable in Parents ADSs calculated in accordance with Section 1.02(e).

Effect on Outstanding Shares. (a) By virtue of the Merger, automatically and without any action on the part of the holders of Company Common Stockholder thereof, each share of the common stock of the Company, par value $1.00 per share (the "Company Common Stock Stock"), issued and outstanding at the Effective Time (other than Excluded Shares (i) shares the holder of which (the "Dissenting Stockholder") pursuant to any applicable law providing for dissenters' or appraisal rights is entitled to receive payment in accordance with the provisions of any such law, such holder to have only the rights provided in any such law (the "Dissenters' Shares"), (ii) shares held directly or indirectly by the Purchaser (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted), and (iii) shares held as defined below)treasury stock of the Company) shall become and be converted into the right to receive an amount (i) $23.50 in cash without interest and (ii) one-tenth of a Secondary Participation Interest (as defined below), provided, however, that no fractional Secondary Participation Interests shall be issued, holders of Company Common Stock who would otherwise receive fractional Secondary Participation Interests shall not be entitled thereto and such holders shall receive their respective pro rata portion of the cash proceeds (net of aggregate commissions and any other selling expenses) obtained from the Exchange Agent (as hereinafter defined) batching such fractional Secondary Participation Interests together with the fractional Secondary Participation Interests that would otherwise be received by holders of options and warrants pursuant to Section 1.5 into the nearest aggregate whole number of Secondary Participation Interests (collectively, the "Batched Secondary Participation Interests") and effecting the sale (the "Batched Sales") of the Batched Secondary Participation Interests on the open market at prevailing prices in accordance with Section 1.3(c) (collectively the consideration described in the foregoing clauses (i) and (ii), including any cash payment from the proceeds of the Batched Sales, is referred to herein as the "Merger Consideration")) equal to the sum of (x) $525.00 in cash without interest (the "Base Amount") and (y) in the event the Merger is not consummated on or before February 1, 1998, an amount equal to the product of (I) the Base Amount, multiplied by (II) a fraction, the numerator of which is (A) the number of days from but excluding February 1, 1998 up to and including the Closing Date (as defined in Section 7.01) multiplied by .06, and the denominator of which is (B) 365. As of the Effective Time, each share of Company Common Stock held directly or indirectly by the Acquiror, Purchaser (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted, ) and shares held as treasury stock of the Company, Company shall be cancelled canceled and retired and cease to exist, and no exchange or payment shall be made with respect thereto. (b) The shares of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall become shares of the Surviving Corporation after the Merger and shall thereafter constitute all of the issued and outstanding shares of the capital stock of the Surviving Corporation.

Effect on Outstanding Shares. (a) By Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger, automatically Merger and without any action on the part of the SPAC, Merger Sub, the Company or their respective stockholders: (a) the stock transfer books of the SPAC shall be closed and there shall be no further registration of transfers of SPAC Shares thereafter on the records of the SPAC. From and after the Effective Time, the holders of stock certificates outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SPAC shares except as otherwise provided for herein. If, after the Effective Time, stock certificates or book-entry shares are presented to the Surviving Company Common Stockfor any reason, each share they shall be cancelled and exchanged as provided in this Agreement. Page 3 of Company Common Stock 104 Agreement and Plan of Merger, by and among Babylon Holdings Limited, Liberty USA Merger Sub, Inc.and Alkuri Global Acquisition Corp. (b) Each SPAC Share issued and outstanding at immediately prior to the Effective Time (other than which excludes Excluded Shares (as defined below)Shares, if any) shall become and will be automatically converted into the right to receive the Per Share Merger Consideration. (ic) $23.50 Each SPAC Share, if any, held immediately prior to the Effective Time in cash without interest and (ii) one-tenth of a Secondary Participation Interest (as defined below), provided, however, that no fractional Secondary Participation Interests shall be issued, holders of treasury by the SPAC or by the Company Common Stock who would otherwise receive fractional Secondary Participation Interests shall not be entitled thereto and such holders shall receive their respective pro rata portion of the cash proceeds (net of aggregate commissions and any other selling expenses) obtained from the Exchange Agent (as hereinafter defined) batching such fractional Secondary Participation Interests together with the fractional Secondary Participation Interests that would otherwise be received by holders of options and warrants pursuant to Section 1.5 into the nearest aggregate whole number of Secondary Participation Interests (collectively, the "Batched Secondary Participation Interests"“Excluded Shares”) and effecting the sale (the "Batched Sales") of the Batched Secondary Participation Interests on the open market at prevailing prices in accordance with Section 1.3(c) (collectively the consideration described in the foregoing clauses (i) and (ii), including any cash payment from the proceeds of the Batched Sales, is referred to herein as the "Merger Consideration"). As of the Effective Time, each share of Company Common Stock held directly or indirectly by the Acquiror, other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted, and shares held as treasury stock of the Company, shall will be cancelled and retired and cease to exist, automatically canceled and no exchange or payment shall will be made with respect thereto. (bd) Each outstanding SPAC Warrant shall be assumed by the Company and automatically converted into a warrant that will be issued by the Company to each holder of SPAC Warrants and will allow such holder to purchase Pubco Class A Shares (collectively, the “Assumed Warrants”). Each Assumed Warrant shall (i) constitute the right to acquire a number of Pubco Class A Shares equal to (in each case, as rounded down to the nearest whole number) the product of (A) the Per Share Merger Consideration, multiplied by (B) the number of SPAC Shares subject to the unexercised portion of such outstanding Warrant, and (ii) have an exercise price per Pubco Class A Share equal to (in each case, as rounded up to the nearest whole cent) the quotient of (A) the exercise price per share of such outstanding Warrant prior to its assumption, divided by (B) the Per Share Merger Consideration. The shares Company shall take all corporate action necessary to have a sufficient number of authorized but unissued Pubco Class A Shares that can be issued and allotted upon exercise of the Assumed Warrants in accordance with this Section 1.02(d) and the terms of the instrument constituting the Assumed Warrants. (e) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall become shares will be automatically converted into one validly issued, fully paid and nonassessable share of the Surviving Corporation after the Merger and shall thereafter constitute all of the issued and outstanding shares of the capital common stock of the Surviving CorporationCompany.

Effect on Outstanding Shares. (a) By virtue of the Merger, automatically and without any action on the part of the holders of Company Common Stockholder thereof, each share of Company Seller Common Stock Stock, issued and outstanding at the Effective Time (which shares of Seller Common Stock shall not exceed a total of 59,570 shares), other than Excluded Shares (i) shares held directly or indirectly by the Purchaser (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) (ii) shares held as defined below)treasury stock of the Seller (iii) shares underlying unexercised stock options and (iv) shares as to which dissenters' rights have been asserted and duly perfected in accordance with the provisions of the laws of the Commonwealth of Massachusetts, shall become and be converted into the right to receive (i) $23.50 the Per Share Purchase Price in cash without interest and (ii) one-tenth of a Secondary Participation Interest (as defined below), provided, however, that no fractional Secondary Participation Interests shall be issued, holders of Company Common Stock who would otherwise receive fractional Secondary Participation Interests shall not be entitled thereto and such holders shall receive their respective pro rata portion of the cash proceeds (net of aggregate commissions and any other selling expenses) obtained from the Exchange Agent (as hereinafter defined) batching such fractional Secondary Participation Interests together with the fractional Secondary Participation Interests that would otherwise be received by holders of options and warrants pursuant to Section 1.5 into the nearest aggregate whole number of Secondary Participation Interests (collectively, the "Batched Secondary Participation Interests") and effecting the sale (the "Batched Sales") of the Batched Secondary Participation Interests on the open market at prevailing prices in accordance with Section 1.3(c) (collectively the consideration described in the foregoing clauses (i) and (ii), including any cash payment from the proceeds of the Batched Sales, is referred to herein as the "Merger Consideration"). As of the Effective Time, each share of Company Seller Common Stock held directly or indirectly by the Acquiror, Purchaser (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted), and shares each share of Seller Common Stock held as treasury stock of the Company, Seller shall be cancelled and retired and cease to exist, and no exchange or payment shall be made with respect thereto. Any shares as to which dissenters' rights have been asserted and duly perfected in accordance with the provisions of the laws of the Commonwealth of Massachusetts also shall be cancelled and retired and cease to exist, and the holder of such shares shall only be entitled to the dissenters' rights provided by law. Each option to purchase Seller Common Stock outstanding immediately prior to the Effective Time, shall be cancelled and shall only be entitled to the right to receive the cash payment as set forth in Section 1.05. (b) The shares of common stock of Merger Sub Acquisition Corp. issued and outstanding immediately prior to the Effective Time shall become shares of the Surviving Corporation after the Merger and shall thereafter constitute all of the issued and outstanding shares of the capital stock of the Surviving Corporation.

Effect on Outstanding Shares. of ------------------------------- Harbor Common Stock. ------------------- (a) By virtue of the Merger, automatically and without any action on the part of the holders of Company Common Stockholder thereof, each share of Company Harbor Common Stock (as defined in Section 8.1) issued and outstanding at the Effective Time (Time, other than Excluded Shares (as defined belowin Section 8.1)) , shall become and be converted into the right to receive 1.256 shares (ithe "EXCHANGE RATIO") of Provident's common stock, par value $23.50 in cash without interest and 1.00 per share (ii) one-tenth of a Secondary Participation Interest (as defined below"PROVIDENT COMMON STOCK"), ; provided, however, that that, notwithstanding any other provision of this Agreement, no fractional Secondary Participation Interests fraction of a share of Provident Common Stock and no certificates or scrip therefor will be issued in the Merger; instead, Provident shall be issued, holders pay to each holder of Company Harbor Common Stock who would otherwise receive fractional Secondary Participation Interests shall not be entitled thereto and to a fraction of a share of Provident Common Stock an amount in cash, rounded to the nearest cent, determined by multiplying such holders shall receive their respective pro rata portion fraction by the average of the cash proceeds daily closing sales prices of a share of Provident Common Stock (net and if there is no closing sales price on any such day, then the mean between the closing bid and the closing asked prices on that day), as reported on the Nasdaq Stock Market ("NASDAQ"), for the 15 consecutive trading days immediately preceding the Effective Date. The shares of aggregate commissions Provident Common Stock and any other selling expenses) obtained from the Exchange Agent (as hereinafter defined) batching such cash for fractional Secondary Participation Interests together with the fractional Secondary Participation Interests that would otherwise be received by holders of options and warrants pursuant to Section 1.5 into the nearest aggregate whole number of Secondary Participation Interests (collectively, the "Batched Secondary Participation Interests") and effecting the sale (the "Batched Sales") of the Batched Secondary Participation Interests on the open market at prevailing prices in accordance with Section 1.3(c) (shares are collectively the consideration described in the foregoing clauses (i) and (ii), including any cash payment from the proceeds of the Batched Sales, is referred to herein in this Agreement as the "Merger ConsiderationMERGER CONSIDERATION." (b) If, between the date of this Agreement and the Effective Time (and as permitted by Section 3.2), the outstanding shares of Provident Common Stock or the outstanding shares of Harbor Common Stock shall have been changed into a different number of shares or into a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares (each a "STOCK ADJUSTMENT"). , the Exchange Ratio shall be adjusted correspondingly to provide the holders of Harbor Common Stock the same economic effect as contemplated by this Agreement prior to such event. (c) As of the Effective Time, each share Excluded Share shall be canceled and retired and shall cease to exist, and no exchange or payment shall be made with respect thereto. All shares of Company Provident Common Stock that are held directly or indirectly by the AcquirorHarbor, if any, other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted, and shares held as treasury stock of the Company, shall be cancelled and retired and cease to exist, and no exchange or payment shall be made with respect thereto. (b) The shares of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall become shares of the Surviving Corporation after the Merger canceled and shall thereafter constitute all of the issued and outstanding shares of the capital stock of the Surviving Corporationauthorized but unissued shares.

Effect on Outstanding Shares. (a) By Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger, automatically Merger and without any action on the part of the holders a holder of shares of Company Common Capital Stock, : (a) each share of Company Common Stock issued and outstanding at the Effective Time (other than Excluded Shares (as defined below)) shall become and be converted into the right to receive (i) $23.50 in cash without interest Dissenting Shares and (ii) one-tenth of a Secondary Participation Interest (as defined below), provided, however, that no fractional Secondary Participation Interests shall be issued, holders shares of Company Common Stock who would otherwise receive fractional Secondary Participation Interests shall not be entitled thereto and such holders shall receive owned by the Company or PHFG or any of their respective pro rata portion of the cash proceeds (net of aggregate commissions and any other selling expenses) obtained from the Exchange Agent (as hereinafter defined) batching such fractional Secondary Participation Interests together with the fractional Secondary Participation Interests that would otherwise be received by holders of options and warrants pursuant to Section 1.5 into the nearest aggregate whole number of Secondary Participation Interests (collectively, the "Batched Secondary Participation Interests") and effecting the sale (the "Batched Sales") of the Batched Secondary Participation Interests on the open market at prevailing prices in accordance with Section 1.3(c) (collectively the consideration described in the foregoing clauses (i) and (ii), including any cash payment from the proceeds of the Batched Sales, is referred to herein as the "Merger Consideration"). As of the Effective Time, each share of Company Common Stock held directly or indirectly by the Acquirorwholly-owned subsidiaries, other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) shall become and be converted into the right to receive $17.00 in cash without interest (the "Merger Consideration"); (b) each share of Company Preferred Stock issued and outstanding at the Effective Time (other than (i) Dissenting Shares and (ii) shares of Company Preferred Stock owned by the Company or PHFG or any of their respective wholly-owned subsidiaries, and other than shares held as treasury stock in a fiduciary capacity or in satisfaction of a debt previously contracted) shall become and be converted into the Companyright to receive an amount in cash computed by multiplying (i) the Merger Consideration by (ii) the number of shares of Company Common Stock, including fractions of a share, into which such share of Company Preferred Stock is convertible in accordance with its terms; (c) each share of Company Capital Stock owned by the Company or PHFG or any of their respective wholly-owned subsidiaries at the Effective Time (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) shall be cancelled and retired and cease to existshall not represent capital stock of the Surviving Corporation, and no exchange or payment shall be made with respect thereto.; and (bd) The shares each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall become shares be changed into a share of Class A Common Stock of the Surviving Corporation after the Merger and shall thereafter constitute all of the issued and outstanding shares of the capital stock of the Surviving Corporation.