Actions at the Effective Time. 3.1. At the Effective Time, the Holding Company shall, without any further action on its part or on the part of the holders of Bank Common Stock, automatically and by operation of law acquire and become the owner for all purposes of all of the then issued and outstanding shares of Bank Common Stock and shall be entitled to have issued to it by the Bank a certificate or certificates representing such shares. Thereafter, the Holding Company shall have full and exclusive power to vote such shares of Bank Common Stock, to receive dividends thereon and to exercise all rights of an owner thereof.
3.2. At the Effective Time, the shares of Holding Company stock which are outstanding will be cancelled.
3.3. At the Effective Time, the holders of the then issued and outstanding shares of Bank Common Stock shall, without any further action on their part or on the part of the Holding Company, automatically and by operation of law cease to own such shares and shall instead become owners of one share of Holding Company Common Stock for each share of Bank Common Stock held by them immediately prior to the Effective Time. Thereafter, such persons shall have full and exclusive power to vote such shares of Holding Company Common Stock, to receive dividends thereon, except as provided herein, and to exercise all rights of an owner thereof.
3.4. At the Effective Time, all previously issued and outstanding certificates representing shares of Bank Common Stock (the "Old Certificates") shall automatically and by operation of law cease to represent shares of Bank Common Stock or any interest therein and each Old Certificate shall instead represent the ownership by the holder thereof of an equal number of shares of Holding Company Common Stock. No holder of an Old Certificate shall be entitled to vote the shares of Bank Common Stock formerly represented by such certificate, or to receive dividends thereon, or to exercise any other rights of ownership in respect thereof.
3.5. Notwithstanding any of the foregoing, any dissenting stockholder, as defined in Subsection 7.1, shall have such rights as are provided by Subsection 7.2 and by the laws of The Commonwealth of Massachusetts.
Actions at the Effective Time. At the Effective Time:
(i) Except for the securities referred to in Section 2.6(c)(ii) below, each share of Outstanding Company Common Stock will automatically, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and converted into a right to receive from Parent the Cash Consideration and the Note Consideration in the amount as determined pursuant to this Section 2.6.
(ii) Each share of Company Common Stock held in the treasury of the Company shall be canceled and retired without payment of any consideration therefor.
(iii) Each share of common stock of Acquisition Co. ("Acquisition Co. Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation and shall constitute the only shares of capital stock of the Surviving Corporation outstanding immediately after the Effective Time. Each stock certificate of Acquisition Co. evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Actions at the Effective Time. Upon completion of the Distribution, the S Shareholders shall update Schedule B to reflect all Voting Securities Beneficially Owned by the S Shareholders at such time.
Actions at the Effective Time. At the Effective Time:
(a) Except for the securities referred to in Section 2.7(b) below, each share of Outstanding Company Common Stock will automatically, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and converted into a right to receive from Parent the Stock Consideration and Cash Consideration in the amount as determined pursuant to Section 2.6, allocated among the Company Stockholders in proportion to the number of shares of Outstanding Company Common Stock owned by each Company Stockholder on the Closing Date.
(b) Each share of Company Common Stock held in the treasury of the Company shall be canceled and retired without payment of any consideration therefor.
(c) Each share of common stock of Acquisition Co. ("Acquisition Co. Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation and shall constitute the only shares of capital stock of the Surviving Corporation outstanding immediately after the Effective Time. Each stock certificate of Acquisition Co. evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Actions at the Effective Time. At the Effective Time:
(i) Each share of Outstanding PSR Recruiting Common Stock will automatically, by virtue of the Recruiting Merger and without any action on the part of the holder thereof, be canceled and converted into a right to receive from Parent the Stock Consideration in the amount as determined pursuant to this Section 2.6. Each share of Outstanding PSR Holdings Common Stock will automatically, by virtue of the Holdings Merger and without any action on the part of the holder thereof, be canceled and converted into a right to receive from Parent the Stock Consideration in the amount as determined pursuant to this Section 2.6
(ii) Each share of PSR Recruiting Common Stock and PSR Holdings Common Stock held in the treasury of PSR Recruiting or PSR Holdings, respectively, shall be canceled and retired without payment of any consideration therefor.
(iii) Each share of common stock of Acquisition Co. ("Acquisition Co. Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation and shall constitute the only shares of capital stock of the Surviving Corporation outstanding immediately after the Effective Time. Each stock certificate of Acquisition Co. evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation. Each share of common stock of Holdings Acquisition Co. ("Holdings Acquisition Co. Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock of Surviving Holdings Corporation and shall constitute the only shares of capital stock of Surviving Holdings Corporation outstanding immediately after the Effective Time. Each stock certificate of Holdings Acquisition Co. evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of Surviving Holdings Corporation.
Actions at the Effective Time. At the Effective Time:
(i) Except for the securities referred to in Section 2.6(c)(ii) below, each share of Outstanding Company Common Stock will automatically, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and converted into a right to receive from Parent the Cash Consideration and the Note Consideration in the amount as determined pursuant to this Section 2.6.
(ii) Each share of Company Common Stock held in the treasury of the Company shall be canceled and retired without payment of any consideration therefor.
(iii) Each share of common stock of Acquisition Co. ("ACQUISITION CO. COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation and shall constitute the only shares of capital stock of the Surviving Corporation outstanding immediately after the Effective Time.
Actions at the Effective Time. At the Effective Time;
1.4.1 the Shareholders' Representative will deliver to Parent and Acquisition the various certificates, instruments, and documents referred to in Section 11.1,
1.4.2 Parent and Acquisition will deliver to the Shareholders' Representative the various certificates, instruments, and documents referred to in Section 11.2,
1.4.3 the Company and Acquisition will file with the Delaware Secretary of State the Certificate of Merger, and
1.4.4 Parent will deliver the Stock Merger Exchange Fund (as defined in Section 2.2) to the Shareholders' Representative in the manner provided in Section 2.2.
Actions at the Effective Time. At the Effective Time:
(i) Except for Dissenting Shares and the securities referred to in Section 2.6(b)(ii) below, each share of Outstanding Company Common Stock will automatically, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and converted into a right to receive from Parent a portion of the Cash Consideration, in the amount as determined pursuant to this Section 2.6.
(ii) Each share of Company Common Stock held in the treasury of the Company shall be canceled and retired without payment of any consideration therefor.
(iii) All unexercised options to purchase Company Common Stock then outstanding under the Company's Employee Stock Option Plan and the Company's Non-Employee Director Stock Option Plan (together, the "Company Stock Option Plans") shall have been terminated in accordance with the terms of the Company Stock Option Plans.
(iv) Each outstanding share of common stock of Acquisition Co. shall be converted into one (1) fully paid and non-assessable share of common stock of the Surviving Corporation and such conversion shares shall constitute the only shares of capital stock of the Surviving Corporation outstanding immediately after the Effective Time.
Actions at the Effective Time. At the Effective Time:
(i) Except for Dissenting Shares and the securities referred to in Section 2.6(b)(ii) below, each share of Outstanding Common Stock will automatically, by virtue
Actions at the Effective Time. 3.1. At the Effective Time, Bancorp shall, without any further action on its part or on the part of the holders of Bank Common Stock, automatically and by operation of law acquire and become the owner for all purposes of all the then issued and outstanding shares of Bank Common Stock (together with associated preferred stock purchase rights) and shall be entitled to have issued to it by the Bank a certificate or certificates representing such shares. Thereafter, Bancorp shall have full and exclusive power to vote such shares of Bank Common Stock, to receive dividends thereon and to exercise all rights of an owner thereof.
