Common use of Reduction of Shares Deposited for Cash Clause in Contracts

Reduction of Shares Deposited for Cash. If more than forty-five percent (45%) of the total number of Metropolitan Common Shares issued and outstanding have, at the Election Deadline, been deposited with the Exchange Agent for cash pursuant to the All Cash Election or the Mixed Election and not withdrawn pursuant to Section 3.01(h), the Exchange Agent will promptly eliminate from the shares deposited pursuant to the All Cash Election (subject to the limitations described in Section 3.01(i)(iv)), a sufficient number of such shares so that the total number of shares remaining on deposit for cash pursuant to the All Cash Election and the Mixed Election does not exceed forty-five percent (45%) of the Metropolitan Common Shares issued and outstanding on the Effective Date. The holders of Metropolitan Common Shares who have elected to have their shares converted pursuant to the Mixed Election shall not be required to have less than fifty-five percent (55%) nor more than seventy percent (70%) of their Metropolitan Common Shares converted into Sky Common Shares. After giving effect to Section 3.01(c)(iv), such elimination will be effected as follows: (i) Subject to the limitations described in Section 3.01(i)(iv), the Exchange Agent will eliminate from the shares deposited pursuant to the All Cash Election, and will add or cause to be added to the shares deposited for Sky Common Shares pursuant to the All Stock Election, on a pro rata basis in relation to the total number of shares deposited pursuant to the All Cash Election minus the number of shares so deposited by the holders described in Section 3.01(i)(iv)(A) and the number of shares so deposited by the administrators of Metropolitan's 401(k) plan, such whole number of Metropolitan Common Shares on deposit for cash pursuant to the All Cash Election as may be necessary so that the total number of shares remaining on deposit for cash pursuant to All Cash Election or the Mixed Election is forty-five percent (45%) of the Metropolitan Common Shares issued and outstanding on the Effective Date; (ii) All Metropolitan Common Shares that are eliminated pursuant to Section 3.01(i)(i) from the shares deposited for cash shall be converted into Sky Common Shares as provided by Section 3.01(c)(i); (iii) Notice of such allocation shall be provided promptly to each shareholder whose Metropolitan Common Shares are eliminated from the shares on deposit for cash pursuant to Section 3.01(i)(i); and (iv) Notwithstanding the foregoing: (A) the holders of 100 or fewer Metropolitan Common Shares of record on the date of this Agreement who have elected the All Cash Election shall not be required to have any of their Metropolitan Common Shares converted into Sky Common Shares; (B) the administrators of the Metropolitan Shares 401(k) plan shall not be required to have any of the Metropolitan Common Shares held in such plans converted into Sky Common Shares if the appropriate administrator has elected the All Cash Election, and shall not be required to have less than fifty-five percent (55%) nor more than seventy percent (70%) of the Metropolitan Common Shares held in such plans converted into Sky Common Shares if the appropriate administrator has elected the Mixed Election.

Reduction of Shares Deposited for Cash. If more than forty-five twenty seven and one half percent (4527.5%) of the total number of Metropolitan Belmont Common Shares issued and outstanding have, at the Election Deadline, been deposited with the Exchange Agent for cash pursuant to the All Cash Election or and the Mixed Election and not withdrawn pursuant to Section 3.01(h3.01(g), the Exchange Agent will promptly eliminate from the shares deposited pursuant to the All Cash Election and the Mixed Election (subject to the limitations described in Section 3.01(i)(iv3.01(h)(iv)), a sufficient number of such shares so that the total number of shares remaining on deposit for cash pursuant to the All Cash Election and the Mixed Election does not exceed forty-five is twenty seven and one half percent (4527.5%) of the Metropolitan Belmont Common Shares issued and outstanding on the Effective Date. The holders of Metropolitan Common Shares who have elected to have their shares converted pursuant to the Mixed Election shall not be required to have less than fifty-five percent (55%) nor more than seventy percent (70%) of their Metropolitan Common Shares converted into Sky Common Shares. After giving effect to Section 3.01(c)(iv3.01(b)(iv), such elimination will be effected as follows: (i) Subject to the limitations described in Section 3.01(i)(iv3.01(h)(iv), the Exchange Agent will eliminate from the shares deposited for cash pursuant to the All Cash Election and the Mixed Election, and will add or cause to be added to the shares deposited for Sky Common Shares pursuant to the All Stock ElectionShares, on a pro rata basis in relation to the total number of shares deposited pursuant to the All Cash Election and the Mixed Election minus the number of shares so deposited by the holders described in Section 3.01(i)(iv)(A) and the number of shares so deposited by the administrators of Metropolitan's 401(k) plan3.01(h)(iv), such whole number of Metropolitan Belmont Common Shares on deposit for cash pursuant to the All Cash Election and the Mixed Election as may be necessary so that the total number of shares remaining on deposit for cash pursuant to All Cash Election or and the Mixed Election is forty-five twenty seven and one half percent (4527.5%) of the Metropolitan Belmont Common Shares issued and outstanding on the Effective Date; (ii) All Metropolitan Belmont Common Shares that are eliminated pursuant to Section 3.01(i)(i3.01(h)(i) from the shares deposited for cash shall be converted into Sky Common Shares as provided by Section 3.01(c)(iSections 3.01(b)(i) and 3.01(b)(iii); (iii) Notice of such allocation shall be provided promptly to each shareholder whose Metropolitan Belmont Common Shares are eliminated from the shares on deposit for cash pursuant to Section 3.01(i)(i3.01(h)(i); and (iv) Notwithstanding the foregoing: (A) , the holders of 100 or fewer Metropolitan Belmont Common Shares of record on the date of this Agreement who have elected the All Cash Election shall not be required to have any of their Metropolitan Belmont Common Shares converted into Sky Common Shares; (B) the administrators of the Metropolitan Shares 401(k) plan shall not be required to have any of the Metropolitan Common Shares held in such plans converted into Sky Common Shares if the appropriate administrator has elected the All Cash Election, and shall not be required to have less than fifty-five percent (55%) nor more than seventy percent (70%) of the Metropolitan Common Shares held in such plans converted into Sky Common Shares if the appropriate administrator has elected the Mixed Election.

Reduction of Shares Deposited for Cash. If more than forty-five forty percent (4540%) of the total number of Metropolitan shares of Oneida Common Shares Stock issued and outstanding have, at the Election Deadline, have been deposited for exchange with the Exchange Agent for cash pursuant to the All Cash Election or and/or the Mixed Election and not withdrawn pursuant to Section 3.01(h2.2(e), CBSI will cause to be eliminated by the Exchange Agent will promptly eliminate Agent, from the shares deposited pursuant to the All Cash Election (subject to the limitations described in Section 3.01(i)(iv2.2(f)(iv)), a sufficient number of such shares so that the total number of shares remaining on deposit for exchange into cash pursuant to the All Cash Election and the Mixed Election does not exceed forty-five forty percent (4540%) of the Metropolitan shares of Oneida Common Shares Stock issued and outstanding on the Effective DateElection Deadline. The holders of Metropolitan Oneida Common Shares Stock who have elected to have their shares converted pursuant to made the Mixed Election shall not be required to have less more than fifty-five sixty percent (55%) nor more than seventy percent (7060%) of their Metropolitan shares of Oneida Common Shares Stock converted into Sky CBSI Common SharesStock. After giving effect to Section 3.01(c)(iv2.2(a)(iv), such elimination will be effected as follows: (i) Subject to the limitations described in Section 3.01(i)(iv2.2(f)(iv), the Exchange Agent CBSI will eliminate or cause to be eliminated from the shares deposited pursuant to the All Cash Election, and will add or cause to be added to the shares deposited for Sky CBSI Common Shares Stock pursuant to the All Stock Election, on a pro rata basis in relation to the total number of shares deposited pursuant to the All Cash Election minus the number of shares so deposited by the holders described in Section 3.01(i)(iv)(A) and the 2.2(f)(iv), such number of whole shares so deposited by the administrators of Metropolitan's 401(k) plan, such whole number of Metropolitan Oneida Common Shares Stock on deposit for cash pursuant to the All Cash Election as may be necessary so that the total number of shares remaining on deposit for cash pursuant to the All Cash Election or the Mixed Election is forty-five equal, as nearly as practicable, to forty percent (4540%) of the Metropolitan shares of Oneida Common Shares Stock issued and outstanding on immediately prior to the Effective DateTime; (ii) All Metropolitan shares of Oneida Common Shares Stock that are eliminated pursuant to Section 3.01(i)(i2.2(f)(i) from the shares deposited for cash pursuant to All Cash Election shall be converted into Sky CBSI Common Shares Stock as provided by Section 3.01(c)(i2.2(a)(i); (iii) Notice of such allocation shall be provided by CBSI or the Exchange Agent promptly after the Election Deadline to each shareholder holder whose Metropolitan shares of Oneida Common Shares Stock are eliminated from the shares on deposit for exchange with cash pursuant to Section 3.01(i)(i2.2(f)(i); and (iv) Notwithstanding the foregoing: (A) , the holders of 100 one hundred (100) or fewer Metropolitan shares of Oneida Common Shares Stock of record on the date of this Agreement who have elected the All Cash Election shall not be required to have any of their Metropolitan shares of Oneida Common Shares Stock converted into Sky CBSI Common Shares; (B) the administrators of the Metropolitan Shares 401(k) plan shall not be required to have any of the Metropolitan Common Shares held in such plans converted into Sky Common Shares if the appropriate administrator has elected the All Cash Election, and shall not be required to have less than fifty-five percent (55%) nor more than seventy percent (70%) of the Metropolitan Common Shares held in such plans converted into Sky Common Shares if the appropriate administrator has elected the Mixed ElectionStock.

Reduction of Shares Deposited for Cash. If more than forty-five twenty percent (4520%) of the total number of Metropolitan shares of Xxxxxx Common Shares Stock issued and outstanding haveconstitute Dissenting Shares or, at the Election Deadline, have been deposited for exchange with the Exchange Agent for cash pursuant to the All Cash Election or and/or the Mixed Election and not withdrawn pursuant to Section 3.01(h2.2(e), CBSI will cause to be eliminated by the Exchange Agent will promptly eliminate Agent, from the shares deposited pursuant to the All Cash Election (subject to the limitations described in Section 3.01(i)(iv2.2(f)(iv)), a sufficient number of such shares so that the total number of shares remaining on deposit for exchange into cash pursuant to the All Cash Election and the Mixed Election Election, when added to the number of Dissenting Shares, does not exceed forty-five twenty percent (4520%) of the Metropolitan shares of Xxxxxx Common Shares Stock issued and outstanding on the Effective DateElection Deadline. The holders of Metropolitan Xxxxxx Common Shares Stock who have elected to have their shares converted pursuant to made the Mixed Election shall not be required to have less more than fifty-five eighty percent (55%) nor more than seventy percent (7080%) of their Metropolitan shares of Xxxxxx Common Shares Stock converted into Sky CBSI Common SharesStock. After giving effect to Section 3.01(c)(iv2.2(a)(iv), such elimination will be effected as follows: (i) Subject to the limitations described in Section 3.01(i)(iv2.2(f)(iv), the Exchange Agent CBSI will eliminate or cause to be eliminated from the shares deposited pursuant to the All Cash Election, and will add or cause to be added to the shares deposited for Sky CBSI Common Shares Stock pursuant to the All Stock Election, on a pro rata basis in relation to the total number of shares deposited pursuant to the All Cash Election minus the number of shares so deposited by the holders described in Section 3.01(i)(iv)(A) and the 2.2(f)(iv), such number of whole shares so deposited by the administrators of Metropolitan's 401(k) plan, such whole number of Metropolitan Xxxxxx Common Shares Stock on deposit for cash pursuant to the All Cash Election as may be necessary so that the total number of shares remaining on deposit for cash pursuant to the All Cash Election or the Mixed Election Election, when added to the number of Dissenting Shares, is forty-five equal, as nearly as practicable, to twenty percent (4520%) of the Metropolitan shares of Xxxxxx Common Shares Stock issued and outstanding on immediately prior to the Effective DateTime (an illustration of the application of this subparagraph is depicted on Exhibit B); (ii) All Metropolitan shares of Xxxxxx Common Shares Stock that are eliminated pursuant to Section 3.01(i)(i2.2(f)(i) from the shares deposited for cash pursuant to All Cash Election shall be converted into Sky CBSI Common Shares Stock as provided by Section 3.01(c)(i2.2(a)(i); (iii) Notice of such allocation shall be provided by CBSI or the Exchange Agent promptly after the Election Deadline to each shareholder holder whose Metropolitan shares of Xxxxxx Common Shares Stock are eliminated from the shares on deposit for exchange with cash pursuant to Section 3.01(i)(i2.2(f)(i); and (iv) Notwithstanding the foregoing: (A) , the holders of 100 one hundred (100) or fewer Metropolitan shares of Xxxxxx Common Shares Stock of record on the date of this Agreement who have elected the All Cash Election shall not be required to have any of their Metropolitan shares of Xxxxxx Common Shares Stock converted into Sky CBSI Common Shares; (B) the administrators of the Metropolitan Shares 401(k) plan shall not be required to have any of the Metropolitan Common Shares held in such plans converted into Sky Common Shares if the appropriate administrator has elected the All Cash Election, and shall not be required to have less than fifty-five percent (55%) nor more than seventy percent (70%) of the Metropolitan Common Shares held in such plans converted into Sky Common Shares if the appropriate administrator has elected the Mixed ElectionStock.

Reduction of Shares Deposited for Cash. If more than fortytwenty-five percent (4525%) of the total number of Metropolitan shares of Three Rivers Common Shares Stock issued and outstanding have, at the Election Deadline, been deposited with the Exchange Agent for cash pursuant to the All Cash Election or the Mixed Election and not withdrawn pursuant to Section 3.01(h3.01(f), Sky will promptly eliminate, or cause to be eliminated by the Exchange Agent will promptly eliminate Agent, from the shares deposited pursuant to the All Cash Election (subject to the limitations described in Section 3.01(i)(iv3.01(g)(iv)), a sufficient number of such shares so that the total number of shares remaining on deposit for cash pursuant to the All Cash Election and the Mixed Election does not exceed fortytwenty-five percent (4525%) of the Metropolitan shares of Three Rivers Common Shares Stock issued and outstanding on the Effective Date. The holders of Metropolitan Three Rivers Common Shares Stock who have elected to have their shares converted pursuant to the Mixed Election shall not be required to have less more than fiftyseventy-five percent (55%) nor more than seventy percent (7075%) of their Metropolitan shares of Three Rivers Common Shares Stock converted into Sky Common SharesStock. After giving effect to Section 3.01(c)(iv3.01(a)(iv), such elimination will be effected as follows: (i) Subject to the limitations described in Section 3.01(i)(iv3.01(g)(iv), the Exchange Agent Sky will eliminate or cause to be eliminated from the shares deposited pursuant to the All Cash Election, and will add or cause to be added to the shares deposited for Sky Common Shares Stock pursuant to the All Stock Election, on a pro rata basis in relation to the total number of shares deposited pursuant to the All Cash Election minus the number of shares so deposited by the holders described in Section 3.01(i)(iv)(A3.01(g)(iv)(A) and the number of shares so deposited by the administrators of Metropolitan's Three Rivers' defined benefit pension plan and 401(k) plan, such whole number of Metropolitan whole shares of Three Rivers Common Shares Stock on deposit for cash pursuant to the All Cash Election as may be necessary so that the total number of shares remaining on deposit for cash pursuant to All Cash Election or the Mixed Election is fortyequal, as nearly as practicable, to twenty-five percent (4525%) of the Metropolitan shares of Three Rivers Common Shares Stock issued and outstanding on the Effective Date; (ii) All Metropolitan shares of Three Rivers Common Shares Stock that are eliminated pursuant to Section 3.01(i)(i3.01(g)(i) from the shares deposited for cash shall be converted into Sky Common Shares Stock as provided by Section 3.01(c)(i3.01(a)(i); (iii) Notice of such allocation shall be provided promptly to each shareholder stockholder whose Metropolitan shares of Three Rivers Common Shares Stock are eliminated from the shares on deposit for cash pursuant to Section 3.01(i)(i3.01(g)(i); and (iv) Notwithstanding the foregoing: (A) the holders of 100 one hundred (100) or fewer Metropolitan shares of Three Rivers Common Shares Stock of record on the date of this Agreement who have elected the All Cash Election shall not be required to have any of their Metropolitan shares of Three Rivers Common Shares Stock converted into Sky Common SharesStock; (B) the administrators of the Metropolitan Shares Three Rivers' defined benefit pension plan and 401(k) plan shall not be required to have any of the Metropolitan shares of Three Rivers Common Shares Stock held in such plans converted into Sky Common Shares Stock if the appropriate administrator has elected the All Cash Election, and shall not be required to have less more than fiftyseventy-five percent (55%) nor more than seventy percent (7075%) of the Metropolitan shares of Three Rivers Common Shares Stock held in such plans converted into Sky Common Shares Stock if the appropriate administrator has elected the Mixed Election.

Reduction of Shares Deposited for Cash. If more than forty-five twenty percent (4520%) of the total number of Metropolitan shares of Wxxxxx Common Shares Stock issued and outstanding haveconstitute Dissenting Shares or, at the Election Deadline, have been deposited for exchange with the Exchange Agent for cash pursuant to the All Cash Election or and/or the Mixed Election and not withdrawn pursuant to Section 3.01(h2.2(e), CBSI will cause to be eliminated by the Exchange Agent will promptly eliminate Agent, from the shares deposited pursuant to the All Cash Election (subject to the limitations described in Section 3.01(i)(iv2.2(f)(iv)), a sufficient number of such shares so that the total number of shares remaining on deposit for exchange into cash pursuant to the All Cash Election and the Mixed Election Election, when added to the number of Dissenting Shares, does not exceed forty-five twenty percent (4520%) of the Metropolitan shares of Wxxxxx Common Shares Stock issued and outstanding on the Effective DateElection Deadline. The holders of Metropolitan Wxxxxx Common Shares Stock who have elected to have their shares converted pursuant to made the Mixed Election shall not be required to have less more than fifty-five eighty percent (55%) nor more than seventy percent (7080%) of their Metropolitan shares of Wxxxxx Common Shares Stock converted into Sky CBSI Common SharesStock. After giving effect to Section 3.01(c)(iv2.2(a)(iv), such elimination will be effected as follows: (i) Subject to the limitations described in Section 3.01(i)(iv2.2(f)(iv), the Exchange Agent CBSI will eliminate or cause to be eliminated from the shares deposited pursuant to the All Cash Election, and will add or cause to be added to the shares deposited for Sky CBSI Common Shares Stock pursuant to the All Stock Election, on a pro rata basis in relation to the total number of shares deposited pursuant to the All Cash Election minus the number of shares so deposited by the holders described in Section 3.01(i)(iv)(A) and the 2.2(f)(iv), such number of whole shares so deposited by the administrators of Metropolitan's 401(k) plan, such whole number of Metropolitan Wxxxxx Common Shares Stock on deposit for cash pursuant to the All Cash Election as may be necessary so that the total number of shares remaining on deposit for cash pursuant to the All Cash Election or the Mixed Election Election, when added to the number of Dissenting Shares, is forty-five equal, as nearly as practicable, to twenty percent (4520%) of the Metropolitan shares of Wxxxxx Common Shares Stock issued and outstanding on immediately prior to the Effective DateTime (an illustration of the application of this subparagraph is depicted on Exhibit B); (ii) All Metropolitan shares of Wxxxxx Common Shares Stock that are eliminated pursuant to Section 3.01(i)(i2.2(f)(i) from the shares deposited for cash pursuant to All Cash Election shall be converted into Sky CBSI Common Shares Stock as provided by Section 3.01(c)(i2.2(a)(i); (iii) Notice of such allocation shall be provided by CBSI or the Exchange Agent promptly after the Election Deadline to each shareholder holder whose Metropolitan shares of Wxxxxx Common Shares Stock are eliminated from the shares on deposit for exchange with cash pursuant to Section 3.01(i)(i2.2(f)(i); and (iv) Notwithstanding the foregoing: (A) , the holders of 100 one hundred (100) or fewer Metropolitan shares of Wxxxxx Common Shares Stock of record on the date of this Agreement who have elected the All Cash Election shall not be required to have any of their Metropolitan shares of Wxxxxx Common Shares Stock converted into Sky CBSI Common Shares; (B) the administrators of the Metropolitan Shares 401(k) plan shall not be required to have any of the Metropolitan Common Shares held in such plans converted into Sky Common Shares if the appropriate administrator has elected the All Cash Election, and shall not be required to have less than fifty-five percent (55%) nor more than seventy percent (70%) of the Metropolitan Common Shares held in such plans converted into Sky Common Shares if the appropriate administrator has elected the Mixed ElectionStock.

Reduction of Shares Deposited for Cash. If more than forty-five percent If, at the Effective Time, (45%x) of the total number of Metropolitan Company Common Shares issued and outstanding that have, at the Election Deadline, been deposited with designated in the Exchange Agent for cash pursuant Elections to the All Cash Election or the Mixed Election and not withdrawn pursuant to Section 3.01(h), the Exchange Agent will promptly eliminate from the shares deposited pursuant to the All Cash Election (subject to the limitations described in Section 3.01(i)(iv)), a sufficient number of such shares so that the total number of shares remaining on deposit be exchanged for cash pursuant to the All Cash Election and the Mixed Election does and not exceed forty-five percent withdrawn pursuant to Section 2.05(g) (45%including Company Common Shares for which no Election has been made by the holder by the Election Deadline and which are allocated to be converted into cash pursuant to Section 2.05(b)(iv)) ("Cash Election Shares"), plus (y) the number of Dissenting Shares, exceeds 50% of the Metropolitan total number of issued and outstanding Company Common Shares at the Effective Time, the Exchange Agent will promptly eliminate from the Cash Election Shares a sufficient number of Cash Election Shares so that the number of Cash Election Shares plus the number of Dissenting Shares equals 50% of the total number of Company Common Shares issued and outstanding on at the Effective Date. The holders of Metropolitan Common Shares who have elected to have their shares converted pursuant to the Mixed Election shall not be required to have less than fifty-five percent (55%) nor more than seventy percent (70%) of their Metropolitan Common Shares converted into Sky Common SharesTime. After giving effect to Section 3.01(c)(iv2.05(b)(iv), such elimination will be effected as follows: (i) Subject to the limitations described in Section 3.01(i)(iv), the The Exchange Agent will eliminate or cause to be eliminated from the shares deposited pursuant to the All Cash ElectionElection Shares, and will add or cause to be added to the shares deposited number of Company Common Shares issued and outstanding that, at the Election Deadline, have been designated in the Elections to be exchanged for Sky Common Porter Bancorp Shares pursuant to the All Stock ElectionElection and the Mixex Xxxxtion and not withdrawn pursuant to Section 2.05(g) (including Company Common Shares for which no Election has been made by the holder by the Election Deadline and which are allocated to be converted into Porter Bancorp Shares pursuant to Section 2.05(b)(iv)) ("Stock Exxxxxxn Shares"), on a pro rata basis in relation to the total number of shares deposited pursuant to the All Cash Election minus the number of shares so deposited by the holders described in Section 3.01(i)(iv)(A) and the number of shares so deposited by the administrators of Metropolitan's 401(k) planShares, such whole number of Metropolitan Common Shares on deposit for cash pursuant to the All Cash Election Shares as may be necessary so that the total number of shares remaining on deposit for cash pursuant to All Cash Election or Shares remaining plus the Mixed Election is forty-five percent (45%) Dissenting Shares equals 50% of the Metropolitan Company Common Shares issued and outstanding on as of the Effective DateTime; (ii) All Metropolitan Company Common Shares that are eliminated pursuant to Section 3.01(i)(i2.05(h)(i) from the shares deposited for cash being Cash Election Shares shall be converted into Sky Common the right to receive Porter Bancorp Shares as provided by Section 3.01(c)(iSections 2.05(b)(i) and 2.05(x)(xxi);; and (iii) Notice of such allocation shall be provided promptly to each shareholder whose Metropolitan Company Common Shares are eliminated from the shares on deposit for cash being Cash Election Shares pursuant to Section 3.01(i)(i2.05(h)(i); and (iv) Notwithstanding the foregoing: (A) the holders of 100 or fewer Metropolitan Common Shares of record on the date of this Agreement who have elected the All Cash Election shall not be required to have any of their Metropolitan Common Shares converted into Sky Common Shares; (B) the administrators of the Metropolitan Shares 401(k) plan shall not be required to have any of the Metropolitan Common Shares held in such plans converted into Sky Common Shares if the appropriate administrator has elected the All Cash Election, and shall not be required to have less than fifty-five percent (55%) nor more than seventy percent (70%) of the Metropolitan Common Shares held in such plans converted into Sky Common Shares if the appropriate administrator has elected the Mixed Election.

Reduction of Shares Deposited for Cash. If more than forty-five percent (45%) 50% of the total number of Metropolitan Morgan Common Shares issued and outstanding have, at the Election DeadlineXxxxxine, been deposited with the Exchange Agent for cash pursuant to the All Cash Election or and the Mixed Election and not withdrawn pursuant to Section 3.01(h3.01(g), the Exchange Agent will promptly eliminate from the shares deposited pursuant to the All Cash Election and the Mixed Election (subject to the limitations described in Section 3.01(i)(iv3.01(h)(iv)), a sufficient number of such shares so that the total number of shares remaining on deposit for cash pursuant to the All Cash Election and the Mixed Election does not exceed forty-five percent (45%) is 50% of the Metropolitan Morgan Common Shares issued and outstanding on the Effective Date. The holders of Metropolitan Common Shares who have elected to have their shares converted pursuant to the Mixed Election shall not be required to have less than fifty-five percent (55%) nor more than seventy percent (70%) of their Metropolitan Common Shares converted into Sky Common Shares. After Xxxxr giving effect to Section 3.01(c)(iv3.01(b)(iv), such elimination will be effected as follows: (i) Subject to the limitations described in Section 3.01(i)(iv3.01(h)(iv), the Exchange Agent will eliminate from the shares deposited for cash pursuant to the All Cash Election and the Mixed Election, and will add or cause to be added to the shares deposited for Sky Parent Common Shares pursuant to the All Stock ElectionShares, on a pro rata basis in relation to the total number of shares deposited pursuant to the All Cash Election and the Mixed Election minus the number of shares so deposited by the holders described in Section 3.01(i)(iv)(A) and the number of shares so deposited by the administrators of Metropolitan's 401(k) plan3.01(h)(iv), such whole number of Metropolitan Morgan Common Shares on deposit for cash pursuant to the All Cash Xxxx Election and the Mixed Election as may be necessary so that the total number of shares remaining on deposit for cash pursuant to All Cash Election or and the Mixed Election is forty-five percent (45%) 50% of the Metropolitan Morgan Common Shares issued and outstanding on the Effective Date; (ii) All Metropolitan Morgan Common Shares that are eliminated pursuant to Section 3.01(i)(i0.00(h)(i) from the shares deposited for cash shall be converted into Sky Parent Common Shares as provided by Section 3.01(c)(iSections 3.01(b)(i) and 3.01(b)(iii); (iii) Notice of such allocation shall be provided promptly to each shareholder whose Metropolitan Morgan Common Shares are eliminated from the shares on deposit for deposxx xxx cash pursuant to Section 3.01(i)(i3.01(h)(i); and (iv) Notwithstanding the foregoing: (A) , the holders of 100 or fewer Metropolitan Morgan Common Shares of record on the date of this Agreement who have elected the All Cash Election shall not be required to have any of their Metropolitan Morgan Common Shares converted into Sky Parent Common Shares; (B) the administrators of the Metropolitan Shares 401(k) plan shall not be required to have any of the Metropolitan Common Shares held in such plans converted into Sky Common Shares if the appropriate administrator has elected the All Cash Election, and shall not be required to have less than fifty-five percent (55%) nor more than seventy percent (70%) of the Metropolitan Common Shares held in such plans converted into Sky Common Shares if the appropriate administrator has elected the Mixed Election.

Reduction of Shares Deposited for Cash. If more than forty-five percent (45%A) of the total number of Metropolitan Falls Common Shares issued and outstanding have, at the Election Deadline, been deposited with the Exchange Agent at the Election Deadline for cash pursuant to the All Cash Election or and the Mixed Election and not withdrawn pursuant to Section 3.01(h3.01(g), plus (B) the number of Dissenting Shares, if any, is greater than nineteen percent (19%) of the total number of Falls Common Shares issued and outstanding on the Effective Date, the Exchange Agent will promptly eliminate from the shares deposited pursuant to the All Cash Election and the Mixed Election (subject to the limitations described in Section 3.01(i)(iv3.01(h)(iv)), a sufficient number of such shares so that the total number of shares remaining on deposit for cash pursuant to the All Cash Election and the Mixed Election does not exceed forty-five Election, plus the number of Dissenting Shares, if any, is nineteen percent (4519%) of the Metropolitan Falls Common Shares issued and outstanding on the Effective Date. The holders of Metropolitan Common Shares who have elected to have their shares converted pursuant to the Mixed Election shall not be required to have less than fifty-five percent (55%) nor more than seventy percent (70%) of their Metropolitan Common Shares converted into Sky Common Shares. After giving effect to Section 3.01(c)(iv3.01(b)(iv), such elimination will be effected as follows: (i) Subject to the limitations described in Section 3.01(i)(iv3.01(h)(iv), the Exchange Agent will eliminate from the shares deposited for cash pursuant to the All Cash Election and the Mixed Election, and will add or cause to be added to the shares deposited for Sky Common Shares pursuant to the All Stock ElectionShares, on a pro rata basis in relation to the total number of shares deposited pursuant to the All Cash Election and the Mixed Election minus the number of shares so deposited by the holders described in Section 3.01(i)(iv)(A) and the number of shares so deposited by the administrators of Metropolitan's 401(k) plan3.01(h)(iv), such whole number of Metropolitan Falls Common Shares on deposit for cash pursuant to the All Cash Election and the Mixed Election as may be necessary so that the total number of shares remaining on deposit for cash pursuant to the All Cash Election or and the Mixed Election Election, plus the number of Dissenting Shares, if any, is forty-five percent nineteen (4519%) of the Metropolitan Falls Common Shares issued and outstanding on the Effective Date; (ii) All Metropolitan Falls Common Shares that are eliminated pursuant to Section 3.01(i)(i3.01(h)(i) from the shares deposited for cash shall be converted into Sky Common Shares as provided by Section 3.01(c)(iSections 3.01(b)(i) and 3.01(b)(iii); (iii) Notice of such allocation shall be provided promptly to each shareholder whose Metropolitan Falls Common Shares are eliminated from the shares on deposit for cash pursuant to Section 3.01(i)(i3.01(h)(i); and (iv) Notwithstanding the foregoing: (A) , the holders of 100 or fewer Metropolitan Falls Common Shares of record on the date of this Agreement who have elected the All Cash Election shall not be required to have any of their Metropolitan Falls Common Shares converted into Sky Common Shares; (B) the administrators of the Metropolitan Shares 401(k) plan shall not be required to have any of the Metropolitan Common Shares held in such plans converted into Sky Common Shares if the appropriate administrator has elected the All Cash Election, and shall not be required to have less than fifty-five percent (55%) nor more than seventy percent (70%) of the Metropolitan Common Shares held in such plans converted into Sky Common Shares if the appropriate administrator has elected the Mixed Election.