Bank Common Stock. On the Effective Date, each share of Bank Common Stock issued and outstanding immediately prior to the Effective Date shall automatically by operation of law be converted into and shall become one share of Holding Company Common Stock. Such conversion shall not in any way preclude or prevent any holder of shares of Bank Common Stock from exercising his or her statutory right to dissent from the Merger and to receive from the Bank payment of the value of his or her shares of Bank Common Stock and such other rights and benefits as are provided by law.
Bank Common Stock. At the Effective Time, each share of Bank Common Stock issued and outstanding immediately prior to the Effective Time, other than any such shares held by the Bank as treasury shares and any such shares held by a subsidiary of the Bank, shall automatically, by operation of law, be converted into and shall become one share of fully paid non-assessable Holding Company Common Stock. Any shares of Bank Common Stock held by the Bank as treasury shares shall be canceled and shall no longer be deemed to be issued or outstanding for any purpose, and all shares of Bank Common Stock held by any subsidiary of the Bank shall remain outstanding as Bank Common Stock without any change in the number of such shares or in the rights of the holder thereof.
Bank Common Stock. Each share of Bank Common Stock outstanding immediately prior to the Effective Time shall remain outstanding and shall be unaffected by the Merger.
Bank Common Stock. On the effective date of these Articles of Share Exchange, 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 instead each such holder of shares of Bank Common Stock shall become the owner of one share (or fraction thereof) of the Holding Company’s common stock, par value $0.01 per share (the “Holding Company Common Stock”), for each share (or fraction thereof) of Bank Common Stock theretofore held by such holder.
Bank Common Stock. Except as otherwise provided in this Agreement, each share of the Bank Common Stock issued and outstanding immediately prior to the Effective Time (other than shares held by shareholders of the Bank who exercise their dissenters' rights of appraisal) shall, as of the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of Company Common Stock (the "Exchange Ratio").
Bank Common Stock. The shares of common stock, $.01 par value, of the Bank issued and outstanding immediately prior to the Effective Time shall remain outstanding and unchanged.
Bank Common Stock. On the Effective Date, 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 instead each such holder of shares of Bank Common Stock shall become an owner of one share (or fraction thereof) of Holding Company Common Stock for each share (or fraction thereof) of Bank Common Stock theretofore held by such holder. Thereafter, such persons shall have full and exclusive power to vote such shares of Holding Company Common Stock, to receive dividends thereon, and to exercise all rights of an owner thereof.
Bank Common Stock. The shares of common stock of Bank outstanding immediately prior to the Effective Time shall not be affected by the Merger but shall be the same number of shares of the Surviving Bank.
Bank Common Stock. (a) The authorized capital stock of the Bank consists of 5,000,000 shares of Bank Common Stock, par value $5.00 per share, and 1,000,000 shares of preferred stock, par value $1.00 per share. As of the date hereof, (i) 1,465,000 shares of Bank Common Stock were issued and outstanding and no shares of the Bank’s preferred stock were issued and outstanding, (ii) no shares of Bank Common Stock or the Bank’s preferred stock were held by the Bank in its treasury, (iii) 224,100 shares of Bank Common Stock were reserved for issuance pursuant to stock options granted and outstanding under the Bank Stock Plans and options issued outside of any plan, and (iv) 50,000 shares of Bank Common Stock were reserved for issuance pursuant to warrants issued by the Bank. All of the issued and outstanding shares of Bank Common Stock are, and all shares of the Bank Common Stock which may be issued upon the exercise or conversion of the Bank Options will be, when issued, duly authorized, validly issued and fully paid and nonassessable. None of the outstanding shares of Bank Common Stock has been, nor will any shares of the Bank Common Stock which may be issued upon the exercise or conversion of the Bank Options be issued, in violation of any preemptive rights or any provision of the Bank’s articles of association or bylaws. As of the date of this Agreement, no shares of Bank Common Stock have been reserved for any purpose except as set forth above or in Section 5.2 of the Bank Disclosure Schedule.
(b) Except as set forth in Section 5.2(a) above or in Section 5.2 of the Bank Disclosure Schedule, there are no (i) equity securities of the Bank outstanding, (ii) outstanding options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of the Bank or contracts, commitments, understandings or arrangements by which the Bank is or may be bound to issue additional shares of its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock, (iii) outstanding notes, bonds, debentures or other indebtedness of the Bank having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Bank have the right to vote, or (iv) outstanding stock appreciation rights or other rights to redeem for cash any options, warrants or other securities ...
Bank Common Stock. Each share of Bank Common Stock outstanding immediately prior to the Effective Time, other than Excluded Shares and Dissenting Shares (the holders of which shall have only the rights provided under applicable law and this Agreement), will be converted into the right to receive an amount in cash, without interest, equal to $40.00 per share of Bank Common Stock (the "CONSIDERATION"). Shares of Bank Common Stock outstanding immediately prior to the Effective Time, other than Dissenting Shares, will no longer be outstanding and will automatically be canceled and will cease to exist. Holders of Bank Common Stock will cease to be, and will have no rights as, shareholders of the Bank, and certificates that represented shares of Bank Common Stock before the Effective Time will be deemed for all purposes to represent only the right to receive, without interest, (A) any then unpaid dividend or other distribution with respect to such Bank Common Stock having a record date before the Effective Time and (B) the Consideration. After the Effective Time, there will be no transfers of shares of Bank Common Stock on the stock transfer books of the Surviving Bank, and shares of Bank Common Stock presented to the Surviving Bank, Parent or the Paying Agent for any reason will be canceled and exchanged in accordance with this Article 3.
