At the Effective Time. At the Effective Time, (i) the Company shall merge with and into Merger Sub and as a result thereof, the separate existence of the Company shall cease, (ii) the Articles of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation, except that the Articles of Incorporation of Merger Sub shall be amended to provide that the name of the Surviving Corporation shall be changed to "Xxxxx Services, Inc.,"
At the Effective Time. (i) the Sub shall continue its existence under the laws of the State of Delaware as the Surviving Corporation;
(ii) the separate corporate existence of Sky King shall cease;
(iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Sky King shall be allocated to and vested in the Sub as the Surviving Corporation without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon, and all liabilities and obligations of Sky King shall be allocated to the Sub as the Surviving Corporation which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than the Sub as the Surviving Corporation, shall be liable therefor;
(iv) the Certificate of Incorporation of the Sub as in effect immediately prior to the consummation of the Merger, other than the name of the Sub which shall be changed to "Sky King Communications, Inc." in connection with the Merger, shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter amended as provided by law and such Certificate of Incorporation;
(v) Each of Acquiror, Sub and Sky King shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, the Certificate of Merger and with the State Department of Assessments and Taxation, the Articles of Merger, with such amendments thereto as the parties hereto shall deem mutually acceptable;
(vi) the Bylaws of Sub, as in effect immediately prior to the consummation of the Merger, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law and such Bylaws; and
(vii) the officers and directors of the Acquiror shall be nominated and elected in accordance with the provisions of Sections 6.1 (g) hereof.
At the Effective Time. (a) All shares of First Midlothian Common Stock outstanding at the Effective Time held by the shareholders shall, without any action on the part of the shareholders, be converted into and exchanged for the right to receive cash (the "Consideration") equal to (i) one hundred fifty percent (150%) of the Book Value of First Bank as of the Closing Date (as defined herein), to the extent such Book Value does not exceed $4,500,000 plus (ii) one hundred percent (100%) of the Book Value of First Bank as of the Closing Date in excess of $4,500,000 minus (iii) the outstanding principal of, and accrued interest on, the Debentures as of the Closing Date.
(b) Book Value shall mean the sum of First Bank's total stockholders' equity (defined as capital stock, surplus, undivided profits and retained earnings) determined in accordance with generally accepted accounting principles applied on a consistent basis, with reserves acceptable to First Midlothian and Surety. The Book Value shall be determined pursuant to an audit or other specified review procedure prepared by Coopers & Xxxxxxx, and the Book Value of First Bank shall be based on the results of that audit or specified review procedure.
(c) In the event the Book Value, as determined pursuant to SUBSECTION (b), is unsatisfactory to either First Midlothian or Surety, the parties agree that they will first attempt in good faith to resolve their dispute with respect to Book Value through direct negotiation within fifteen (15) days of the date either party notifies the other of the existence of such a dispute. If a shorter time period is indicated by the circumstances, the parties agree that the time period shall be reduced accordingly.
(d) In the event the parties are unable to resolve their dispute through direct negotiation within the applicable time period, either party may notify the other party of its decision to submit the dispute to resolution by appraisal. In this event, the parties shall unanimously select an appraiser within fifteen (15) days after the end of the fifteen (15) day period. The appraiser unanimously selected shall determine Book Value within thirty (30) days after the appraiser is appointed and such determination shall be conclusive. If the parties do not unanimously agree upon a single appraiser within the fifteen (15) day period, Surety shall select one appraiser and First Midlothian shall select another appraiser within five (5) days after the end of the fifteen (15) day period. Upon appointmen...
At the Effective Time the stock transfer books of RMSI shall be closed, and there shall be no further registration of transfers of shares of RMSI Common Stock thereafter on the records of RMSI. If, after the Effective Time, Certificates are presented for transfer, they shall be canceled against delivery of the Merger Consideration as hereinabove provided and the holder of such Certificates shall also be entitled to receive any and all dividends and distributions (whether in the form of cash, stock or otherwise) payable in respect of the Merger Consideration with a record date after the Effective Time and prior to the cancellation of such Certificates. Certificates surrendered for exchange by any person constituting an
At the Effective Time. (a) All shares of First Bank Common Stock outstanding at the Effective Time held by Newco shall, without any action on the part of Newco, be cancelled and be of no further force and effect.
(b) Each share of Surety Bank Common Stock outstanding at the Effective Time held by the shareholders of Surety Bank, other than shares of Surety Bank Common Stock held of record by Surety and Dissenting Shares (as hereinafter defined), without any action on the part of the shareholders of Surety Bank, shall be converted into and exchanged for the right to receive cash equal to: (i) the product obtained by multiplying the number of shares of common stock of Surety (the "Surety Common Stock") issued and outstanding on the date of approval of the Bank Consolidation by the Office of the Comptroller of the Currency (the "Approval Date") by the average of the high and low prices of such Surety Common Stock on the American Stock Exchange, Inc. on the Approval Date, divided by (ii) the number of shares of Surety Bank Common Stock issued and outstanding on the Approval Date (the "Exchange Price").
(c) Each share of Surety Bank Common Stock issued and outstanding at the Effective Time and held of record by Surety shall be converted into one share of common stock of Continuing Bank.
(d) For purposes of this Merger Agreement, "Dissenting Shares" shall refer to those shares of Surety Bank Common Stock owned by shareholders of Surety Bank who, pursuant to 12 U.S.C. Section 215, (i) vote against the Bank Consolidation at the meeting of the shareholders of Surety Bank to consider and vote on the Bank Consolidation referred to in Section 4(b) of the Reorganization Agreement, or who give notice in writing at or prior to such meeting to the presiding officer of Surety Bank that he dissents from the Bank Consolidation and (ii) within thirty (30) days after the date of consummation of the Bank Consolidation, request in writing from Continuing Bank payment of the value of their shares of Surety Bank Common Stock, accompanied by the surrender of the stock certificates evidencing such Surety Bank Common Stock. Notwithstanding anything in this Consolidation Agreement to the contrary, Dissenting Shares shall not be converted into the right to receive, or be exchangeable for, cash as provided in SECTION 5(b) hereof, but, instead, the holders thereof shall be entitled to payment of the value of such Dissenting Shares on the Approval Date determined in accordance with the provisions of 12 U.S.C. S...
At the Effective Time. At the Effective Time, (i) the Company shall merge with and into Merger Sub and as a result thereof, the separate existence of the Company shall cease, (ii) the Articles of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation, except that the Articles of Incorporation of Merger Sub shall be amended to provide that the name of the Surviving Corporation shall be changed to "Commercial Air Holding Company," (iii) the Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, and (iv) the directors and officers of Merger Sub immediately prior to the Effective Time shall become the directors and officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed, as the case may be.
At the Effective Time. Each Company Warrant will, immediately after the Merger becomes effective, without any action on the part of the Company, Parent, Merger Sub or the holders thereof, be exchanged for warrants to purchase shares of Series A preferred stock, par value $0.0001 per share, of Parent (the “Parent Series A Preferred Stock”) in accordance with the Warrant Exchange Agreement.
At the Effective Time the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Company Securities thereafter on the records of the Company. From and after the Effective Time, the holders of certificates representing shares of Company Securities outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Securities except as otherwise provided herein or by Law.
At the Effective Time. Each Share of capital stock of the Company held by the Company as treasury stock or owned by Parent, Buyer, Colonnade or any subsidiary of any of them immediately prior to the Effective Time shall, by virtue of the Merger, automatically be canceled and extinguished, and no payment of any kind shall be made with respect thereto;
At the Effective Time the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Pubco for any reason shall be converted into shares of XxXxxx Common Stock issuable in exchange therefor pursuant to Section 2.01(a), any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c) and any cash in lieu of fractional shares of XxXxxx Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e).
