Manner of Merger. 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 any Person:
Manner of Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined below), Heritage shall be merged with and into Acquisition Corp pursuant to the provisions of, and with the effect provided in, the Illinois Business Corporation Act of 1983, as amended (the "Illinois BCA"), and Acquisition Corp shall be the corporation resulting from such merger (the "Surviving Corporation"). As a result of the Merger, each share of Heritage Common Stock issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares (as defined below), will be converted into the right to receive the number of shares of Acquiror Common Stock as provided in Section 3.2. Each right to acquire shares of Heritage Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to acquire shares of Acquiror Common Stock as provided in Section 6.12. The parties agree that they will cooperate and restructure the method of the Merger so as to prevent the recognition of the deferred inter-company tax liability relating to the purchase and assumption transaction consummated by the Bank and the Trust Bank, provided, however, that any such restructuring shall have no adverse effect on the consideration to be received pursuant to the terms of this Agreement by, or the tax effect on, holders of Heritage Common Stock.
Manner of Merger. 12 Section 3.2 Rights as Stockholders; Stock Transfers............................ 12 Section 3.3
Manner of Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined below), FDB and BIF shall be merged with and into Newco pursuant to the provisions of, and with the effect provided in the BCA, and Newco shall be the corporation resulting from such merger. As a result of the Merger, each share of FDB Common Stock issued and outstanding immediately prior to the Effective Time, other than any Dissenting Shares held by FDB stockholders or as otherwise provided herein, and each share of BIF Common Stock issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares held by BIF stockholders or as otherwise provided herein, will be converted into the right to receive the number of shares of Newco Common Stock in accordance with the FDB Exchange Ratio and the BIF Exchange Ratio, respectively, set forth in Section 3.2(a).
Manner of Merger. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror or First Kansas or the holder of any First Kansas Common Stock:
Manner of Merger. Upon the terms and subject to the ------------------ conditions of this Agreement, at the Effective Time (as defined below), LBI and MNB shall be merged with and into Newco pursuant to the provisions of, and with the effect provided in the General Corporation Law of the State of Delaware, as amended (the "Delaware Code"), and Newco shall be the Resulting Corporation. After the Merger, Newco will change its name to "Landmark Bancshares, Inc." As a result of the Merger, each share of LBI Common Stock issued and outstanding immediately prior to the Effective Time, other than any Dissenting Shares held by LBI stockholders or as otherwise provided herein, and each share of MNB Common Stock issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares held by MNB stockholders or as otherwise provided herein, will be converted into the right to receive the number of shares of Newco Common Stock in accordance with the LBI Exchange Ratio and the MNB Exchange Ratio, respectively, as set forth in Section 3.1(a).
Manner of Merger. 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 any Person, the Bank Stock shall be converted into the right to receive the Merger Consideration.
Manner of Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined below), National shall be merged with and into Acquisition Corp pursuant to the provisions of, and with the effect provided in, the Delaware General Corporation Law (the "DGCL"), and Acquisition Corp shall be the corporation resulting from such merger (the "Surviving Corporation"). As a result of the Merger, each share of National Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive the amount of cash, as is calculated in accordance with Section 3.2.
Manner of Merger. 14 2.2 Effective Time; Closing.............................................................. 14 2.3
Manner of Merger. Provided that this Agreement shall not have been ---------------- terminated in accordance with its express terms, upon the terms and subject to the conditions of this Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law, as amended (the "DGCL"), at the Effective Time (as defined below), Acquisition Corp shall be merged with and into CGB&L. As a result of the Merger, the separate corporate existence of Acquisition Corp shall cease and CGB&L will be the Surviving Corporation.
