Common use of Effect on Outstanding Shares Clause in Contracts

Effect on Outstanding Shares. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of a holder of shares of BYL Common Stock: (a) each share of BYL Common Stock issued and outstanding at the Effective Time (other than (i) Dissenting Shares and (ii) shares of BYL Common Stock owned by BYL or PBOC or any of its 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 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 Surviving Corporation, and no exchange or payment shall be made with respect thereto. (c) Subject to Section 2.6(d), the Merger Consideration for purposes of 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 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 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 Xxxxxxxx 00, 0000, XXXX 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 contrary, the aggregate Merger Consideration shall be reduced by the after tax cost (utilizing BYL's applicable tax rate) of the 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 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 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 last required regulatory approval of the 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 closing 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. Subject to the provisions of this Agreement, at the Effective Time, automatically by (a) By virtue of the Merger Merger, automatically and without any action on the part of a the holder of shares of BYL Common Stock: (a) thereof, each share of BYL Seller Common Stock Stock, issued and outstanding at the Effective Time (other than (i) shares the holder of which (the "Dissenting Shares and 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 of BYL Common Stock owned held directly or indirectly by BYL or PBOC or any of its 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 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 shares 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 canceled and retired and shall not represent capital stock of the Surviving Corporationcease to exist, and no exchange or payment shall be made with respect thereto. (c) Subject As of the Effective Time, all shares of Seller Common Stock other than Excluded Shares shall no longer be outstanding and shall be automatically cancelled and retired and shall cease to Section 2.6(d)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 Consideration for purposes of Section 2.6(a) Consideration. After the Effective Time, there 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 no transfers on the aggregate $15.00 per share Merger Consideration (the "Additional Merger Consideration"). Notwithstanding the foregoing, for purposes stock transfer books of computing the amount of Additional Merger 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 is prepared to close the transactions contemplated by this AgreementPurchaser. (i) To the extent that the SBA Commencement Assets (as defined in the CNL Operations Agreement) have not been purchased by CCF by Xxxxxxxx 00, 0000, XXXX 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 contrary, the aggregate Merger Consideration shall be reduced by the after tax cost (utilizing BYL's applicable tax rate) of the 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 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 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 last required regulatory approval of the 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 closing 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. Subject to the provisions of this Agreement, at the Effective Time, automatically by (a) By virtue of the Merger Merger, automatically and without any action on the part of a holder the holders of shares of BYL Company Common Stock: (a) , each share of BYL 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) Dissenting Shares $23.50 in cash without interest and (ii) shares one-tenth of BYL a Secondary Participation Interest (as defined below), provided, however, that no fractional Secondary Participation Interests shall be issued, holders of Company Common Stock owned 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 BYL 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 PBOC or any of its wholly-owned subsidiariesindirectly by the Acquiror, 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 in a fiduciary capacity or in satisfaction as treasury stock of a debt previously contracted) the Company, shall be canceled cancelled and retired and shall not represent capital stock of the Surviving Corporationcease to exist, and no exchange or payment shall be made with respect thereto. (cb) Subject The shares of common stock of Merger Sub issued and outstanding immediately prior to Section 2.6(d), the Effective Time shall become shares of the Surviving Corporation after the Merger Consideration for purposes of Section 2.6(a) and 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 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 thereafter constitute all conditions for Closing and 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 Xxxxxxxx 00, 0000, XXXX 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 contrary, the aggregate Merger Consideration shall be reduced by the after tax cost (utilizing BYL's applicable tax rate) of the difference between $2,104,002 issued 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 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 be satisfactory to PBOC. To the extent that the Second Residual Interest has not been liquidated by the date of PBOC's receipt outstanding shares of the last required regulatory approval capital stock of the 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 zeroSurviving Corporation. (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 closing 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. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of a holder of shares of BYL Common Company Capital Stock: (a) each share of BYL Company Common Stock issued and outstanding at the Effective Time (other than (i) Dissenting Shares and (ii) shares of BYL Company Common Stock owned by BYL the Company or PBOC PHFG or any of its their respective 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 $17.00 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 Company Preferred Stock issued and outstanding at the Effective Time (other than (i) Dissenting Shares and (ii) shares of Company Preferred Stock owned by BYL, PBOC the Company or PHFG or any of PBOC's their respective wholly-owned Subsidiaries 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 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 canceled cancelled and retired and shall not represent capital stock of the Surviving Corporation, and no exchange or payment shall be made with respect thereto.; and (cd) Subject each share of common stock of Merger Sub issued and outstanding immediately prior to Section 2.6(d), the Merger Consideration for purposes of Section 2.6(a) Effective Time 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 changed into a share Merger Consideration (the "Additional Merger Consideration"). Notwithstanding the foregoing, for purposes of computing the amount of Additional Merger 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 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 Xxxxxxxx 00, 0000, XXXX 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 contrary, the aggregate Merger Consideration shall be reduced by the after tax cost (utilizing BYL's applicable tax rate) Class A Common Stock of the difference between $2,104,002 Surviving Corporation 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 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 be satisfactory to PBOC. To the extent that the Second Residual Interest has not been liquidated by the date of PBOC's receipt thereafter constitute all of the last required regulatory approval issued and outstanding capital stock of the 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 zeroSurviving Corporation. (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 closing 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. Subject to the provisions of this Agreement, at the Effective Time, automatically by (a) By virtue of the Merger Merger, automatically and without any action on the part of a the holder of shares of BYL Common Stock: (a) thereof, each share of BYL 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 (i) Dissenting Shares and (ii) shares of BYL Common Stock owned by BYL or PBOC or any of its wholly-owned subsidiaries, other than shares held in a fiduciary capacity directly or in satisfaction of a debt previously contracted) shall become and be converted into indirectly by 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 Purchaser (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) (ii) shares held as 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 the Per Share Purchase Price in cash without interest (the "Merger Consideration"). As of the Effective Time, each share of Seller Common Stock held directly or indirectly by the Purchaser (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted), and each share of Seller Common Stock held as treasury stock of the Seller shall be canceled cancelled and retired and shall not represent capital stock of the Surviving Corporationcease 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. (cb) Subject The shares of common stock of Acquisition Corp. issued and outstanding immediately prior to Section 2.6(d), the Effective Time shall become shares of the Surviving Corporation after the Merger Consideration for purposes of Section 2.6(a) and 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 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 thereafter constitute all conditions for Closing and 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 Xxxxxxxx 00, 0000, XXXX 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 contrary, the aggregate Merger Consideration shall be reduced by the after tax cost (utilizing BYL's applicable tax rate) of the difference between $2,104,002 issued 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 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 be satisfactory to PBOC. To the extent that the Second Residual Interest has not been liquidated by the date of PBOC's receipt outstanding shares of the last required regulatory approval capital stock of the 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 zeroSurviving Corporation. (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 closing 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. Subject to the provisions of this Agreement, at the Effective Time, automatically by ------------------------------- Harbor Common Stock. ------------------- (a) By virtue of the Merger Merger, automatically and without any action on the part of a the holder of shares of BYL Common Stock: (a) thereof, each share of BYL Harbor Common Stock (as defined in Section 8.1) issued and outstanding at the Effective Time, other than Excluded Shares (as defined in Section 8.1), shall be converted into the right to receive 1.256 shares (the "EXCHANGE RATIO") of Provident's common stock, par value $1.00 per share ("PROVIDENT COMMON STOCK"); provided, however, that, notwithstanding any other provision of this Agreement, no fraction of a share of Provident Common Stock and no certificates or scrip therefor will be issued in the Merger; instead, Provident shall pay to each holder of Harbor Common Stock who would otherwise be entitled to a fraction of a share of Provident Common Stock an amount in cash, rounded to the nearest cent, determined by multiplying such fraction by the average of the daily closing sales prices of a share of Provident Common Stock (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 Provident Common Stock and any cash for fractional shares are collectively referred to in this Agreement as the "MERGER CONSIDERATION." (b) If, between the date of this Agreement and the Effective Time (other than (i) Dissenting Shares and (ii) as permitted by Section 3.2), the outstanding shares of BYL Provident Common Stock owned or the outstanding shares of Harbor Common Stock shall have been changed into a different number of shares or into a different class by BYL reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or PBOC 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 Excluded Share shall be canceled and retired and shall cease to exist, and no exchange or any payment shall be made with respect thereto. All shares of its wholly-owned subsidiariesProvident Common Stock that are held by Harbor, if any, 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 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 Surviving Corporation, and no exchange or payment shall be made with respect theretoconstitute authorized but unissued shares. (c) Subject to Section 2.6(d), the Merger Consideration for purposes of 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 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 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 Xxxxxxxx 00, 0000, XXXX 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 contrary, the aggregate Merger Consideration shall be reduced by the after tax cost (utilizing BYL's applicable tax rate) of the 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 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 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 last required regulatory approval of the 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 closing 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. Subject Immediately prior to the Merger, except as to shares of United Capital Stock as to which dissenters' rights have been duly and validly exercised in accordance with the Florida Act: (1) each outstanding share of United Common Stock shall remain outstanding and unchanged; (2) each outstanding share of $0.01 par value Series One Preferred Stock shall be converted on a one-for-one basis into a share of Common Stock of United; (3) each outstanding share of $10.00 par value 7% convertible preferred stock shall be converted into 8.43453 shares of Common Stock of United; (4) United shall issue 35,181 shares of Common Stock of United pursuant to Section VI of the Stock Purchase Agreement dated September 22, 2000, as amended by the Amended and Restated Fourth Amendment to Stock Purchase Agreement dated March 21, 2001 ("Incentive Shares"); and (5) United may, prior to the Effective Date, issue not more than 7,000 shares of $10.00 par value 7% convertible preferred stock for not less than $144.65 per share, each share of which shall be converted into 8.43453 shares of United Common Stock immediately prior to the Merger. The shares of United Common Stock described in clause (1) above, and the shares of Common Stock of United to be issued pursuant to clauses (2) through (5) above, are hereinafter collectively referred to as "United Stock." Upon the Merger, subject to the other provisions of this Article I, each share of United Stock outstanding as to which a dissenter's right has not been duly and validly exercised, shall be converted into and exchangeable for the right to receive, at the election of the holder as provided in and subject to the provisions of Paragraph (C) of Article I below, either: (1) .7101 shares of Synovus Common Stock ("Per Share Stock Consideration"); (2) $17.15 in cash ("Per Share Cash Consideration"); or (3) a pro rated combination of the Per Share Stock Consideration and the Per Share Cash Consideration ("Per Share Combo Consideration") that does not exceed in combined total the Per Share Cash Consideration or Per Share Stock Consideration such shareholder would have received had either such election been made. Provided, however, that the aggregate Per Share Stock Consideration shall equal 2,274,473 shares of Synovus Common Stock, with such number to be adjusted as necessary to reflect the exercise of options to purchase United Common Stock between the date of this Agreement, at Agreement and the Effective TimeDate and the conversion of not more than 7,000 shares of United's 7% preferred stock issued pursuant to clause (5) above ("Total Stock Consideration") and the aggregate Per Share Cash Consideration shall equal $28,967,000 ("Total Cash Consideration"). No fractional shares of Synovus Common Stock shall be issued in connection with the Merger. Each holder of United Stock who would otherwise have been entitled to receive a fraction of a share of Synovus Common Stock shall receive, automatically by virtue of the Merger and in lieu thereof, cash (without any action on the interest) in an amount equal to such fractional part of a holder share of shares Synovus Common Stock multiplied by the closing price per share of BYL Synovus Common Stock: Stock on the New York Stock Exchange (a"NYSE") on the last business day immediately preceding the Effective Date of the Merger. Each shareholder of United Capital Stock will be entitled to ten votes for each share of BYL Synovus Common Stock to be received by him/her on the Effective Date pursuant to a set of resolutions adopted by the Board of Directors of Synovus on September 24, 2002 in accordance with and subject to those certain Articles of Amendment to Synovus' Articles of Incorporation, dated April 24, 1986. Synovus shall provide United with certified copies of such resolutions prior to the Effective Date. The shares of the Synovus Common Stock issued and outstanding at immediately prior to the Effective Time (other than (i) Dissenting Shares Date shall remain outstanding and (ii) shares of BYL Common Stock owned by BYL or PBOC or any of its wholly-owned subsidiariesunchanged after the Merger. In the event that, 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 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 Surviving Corporation, and no exchange or payment shall be made with respect thereto. (c) Subject to Section 2.6(d), the Merger Consideration for purposes of 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 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 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 Xxxxxxxx 00, 0000, XXXX 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 contrary, the aggregate Merger Consideration shall be reduced by the after tax cost (utilizing BYL's applicable tax rate) of the 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 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 Plan but prior to the date Effective Date, the outstanding shares of sale Synovus Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities through reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other like changes in Synovus' capitalization, then an appropriate and proportionate adjustment shall be made to the Per Share Stock Consideration and the Per Share Cash Consideration so as to prevent the dilutive effect of such Second Residual Interest, as evidenced by transaction on a payment schedule which shall be satisfactory to PBOC. To the extent that the Second Residual Interest has not been liquidated by the date percentage of PBOC's receipt of the last required regulatory approval of the 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 zeroownership basis. (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 closing 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. Subject Upon the terms and subject to the provisions conditions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of a holder of shares of BYL Common Stockthe SPAC, Merger Sub, the Company or their respective stockholders: (a) each share the stock transfer books of BYL Common Stock 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 for any reason, they shall be cancelled and exchanged as provided in this Agreement. Page 3 of 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 (iwhich excludes Excluded Shares, if any) Dissenting Shares and (ii) shares of BYL Common Stock owned by BYL or PBOC or any of its wholly-owned subsidiaries, other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) shall become and will be automatically converted into the right to receive in cash without interest the Per Share Merger Consideration, determined in accordance with Sections 2.6(c) and (d) hereof ; and. (bc) each share of BYL Common Stock owned by BYLEach SPAC Share, PBOC or any of PBOC's wholly-owned Subsidiaries at if any, held immediately prior to the Effective Time in treasury by the SPAC or by the Company (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contractedcollectively, the “Excluded Shares”) shall will be automatically canceled and retired and shall not represent capital stock of the Surviving Corporation, and no exchange or payment shall will be made with respect thereto. (cd) Subject Each outstanding SPAC Warrant shall be assumed by the Company and automatically converted into a warrant that will be issued by the Company to Section 2.6(d)each holder of SPAC Warrants and will allow such holder to purchase Pubco Class A Shares (collectively, the Merger Consideration for purposes of Section 2.6(a) “Assumed Warrants”). Each Assumed Warrant shall be $15.00; provided, however, that if the Closing occurs (i) constitute the right to acquire a number of Pubco Class A Shares equal to (in each case, as rounded down to the period commencing March 6, 2001 to and including June 15, 2001, nearest whole number) the Merger Consideration shall be increased by an amount for each day subsequent to March 6, 2001 to and including product of (A) 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 Per Share Merger Consideration, if anymultiplied by (B) the number of SPAC Shares subject to the unexercised portion of such outstanding Warrant, which PBOC is obligated and (ii) have an exercise price per Pubco Class A Share equal to pay hereunder(in each case, no Additional 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 Consideration. The Company shall take all corporate action necessary to have a sufficient number of authorized but unissued Pubco Class A Shares that can be due on issued and allotted upon exercise of the date which is five days after Assumed Warrants in accordance with this Section 1.02(d) and the date that PBOC provides BYL with written notice that it has satisfied all conditions for Closing and is prepared to close terms of the transactions contemplated by this Agreementinstrument constituting the Assumed Warrants. (ie) To the extent that the SBA Commencement Assets (as defined in the CNL Operations Agreement) have not been purchased by CCF by Xxxxxxxx 00, 0000, XXXX Each share of common stock of Merger Sub issued 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 outstanding immediately prior to the contraryEffective Time will be automatically converted into one validly issued, the aggregate Merger Consideration shall be reduced by the after tax cost (utilizing BYL's applicable tax rate) fully paid and nonassessable share of common stock of the 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 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 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 last required regulatory approval of the 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 zeroSurviving Company. (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 closing 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.