Common use of At the Effective Time Clause in Contracts

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 appointment of the two appraisers, the two