Cancellation and Retirement of Common Stock. At the Effective Time, all shares of Common Stock that are issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate representing any such shares of Common Stock shall cease to have any rights with respect thereto, except for the right to receive the Common Stock Merger Consideration, and except for any rights that may attach pursuant to the CGCL with respect to Dissenting Shares upon surrender of such Certificate in accordance with Section 3.4.
Cancellation and Retirement of Common Stock. As of the Effective Time all certificates representing Shares, other than certificates representing Shares to be canceled in accordance with Section 3.1(b) or Dissenting Shares, issued and outstanding immediately prior to the Effective Time, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such certificate in accordance with Section 3.3.
Cancellation and Retirement of Common Stock. Each Share converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall, to the extent such certificate represents such Shares, cease to have any rights with respect thereto, except the right to receive the cash applicable thereto, upon surrender of such certificate in accordance with Section 3.4.
Cancellation and Retirement of Common Stock. As of the Effective Time, all certificates representing shares of Common Stock, issued and outstanding immediately prior to the Effective Time, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate representing any such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration or the Retained Share Merger Consideration, as the case may be, upon surrender of such certificate in accordance with Section 2.3, or, in the case of Dissenting Shares, the rights, if any, accorded under Section 262 of the DGCL.
Cancellation and Retirement of Common Stock. As of the Effective Time, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a A-2
Cancellation and Retirement of Common Stock. On December 29, 2006, the Company’s founder returned 1,166,650 shares of common stock to the Company. These shares were cancelled and retired. Accordingly, the net effect on equity is $0.
Cancellation and Retirement of Common Stock. As of the Effective Time of the Merger, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time of the Merger shall no longer be outstanding and shall automatically be cancelled and retired, and each holder of a certificate representing any such shares of Company Common Stock (collectively, the "Certificates") shall, to the extent such Certificate represents such shares, cease to have any rights with respect thereto, except the right to receive the Merger Consideration (and cash in lieu of fractional shares of Common Stock, par value $0.50 per share, of Parent (the "Parent Common Stock")) to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 1.7.
Cancellation and Retirement of Common Stock. Each Share converted into the right to receive the Cash Election Price pursuant to Section 2.1(c) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall, to the extent such certificate represents such Shares, cease to have any rights with respect thereto, except the right to receive the cash applicable thereto, upon surrender of such certificate in accordance with Section 2.5.
Cancellation and Retirement of Common Stock. As of the Effective Time all certificates representing Shares, other than certificates representing Shares to be canceled in accordance with Section 3.1(b) or Dissenting Shares, issued and outstanding
Cancellation and Retirement of Common Stock. At the Effective Time, the manner and basis of converting the Western Reserve Common Stock shall be as follows:
(a) Each share of Western Reserve Common Stock that shall be issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be automatically canceled and extinguished in consideration and exchange for the right to receive an amount in cash equal to Twenty-nine Dollars ($29) per share for each share, subject to any adjustment as specifically provided in paragraph (b) of this Section 2.5, (“Merger Consideration”), and no holder shall be entitled to voting rights, dividends, or any other shareholder right in respect of such Western Reserve Common Stock other than dissenter’s rights under OGCL following the Effective Time.
(b) The Merger Consideration shall be: (i) increased by: (x) $1.00 per share if Westfield exercises its rights under Section 9.1(e) and the Effective Time occurs after December 31, 2012 but before March 31, 2013; and (y) an amount determined by multiplying 50% times any TARP Purchase Gain (as defined in this section) realized and dividing that amount by 683,724; and (ii) decreased by an amount determined by multiplying 65% times an amount equal to the excess, if any, of all amounts paid by Western Reserve or Westfield arising out of the termination of the data processing agreement with Fidelity Information Services, LLC over $600,000.00 and dividing that amount by 683,724. The TARP Purchase Gain shall be the aggregate dollar amount of discount from par value paid by either Western Reserve or Westfield to the United States Department of the Treasury for the redemption or purchase (as applicable) of the Western Reserve Preferred Stock.
(c) At the Effective Time, each Western Reserve Option that is then outstanding and unexercised shall cease to represent a right to acquire shares of Western Reserve Common Stock and shall automatically without any action on the part of the holder thereof be exchanged for a right to receive an amount by which the Merger Consideration exceeds the exercise price under such Option.
(d) All shares of Western Reserve Common Stock that are owned by Western Reserve as treasury stock and any shares of Western Reserve Common Stock owned by Westfield or Westfield Bank (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted in good faith) shall be canceled and retired and shall cease...
