CBC COMMON STOCK. Subject to Section 3.04 of this Agreement, each share of CBC Common Stock (other than Excluded Shares) issued and outstanding immediately prior to the Effective Time shall be converted into, and shall be cancelled in exchange for, the right to receive 1.590 shares of SCB Common Stock (the “Exchange Ratio”).
CBC COMMON STOCK. The Purchase Price shall be payable by the issuance by Buyer to Sellers of tradable shares of CBC $.02 per share par value Common Stock (the "CBC Stock"). The number of shares of CBC Stock to be issued equals One Million and no/100 Dollars ($1,000,000.00) divided by the "Price Per Share" as hereinafter defined. Any fractional share shall be paid in cash based upon the Price Per Share. The Price Per Share shall be equal to the average closing price of such stock for the thirty (30) trading days prior to five (5) days prior to Closing as reported by the Nasdaq National Market System. The number of shares of CBC Stock issued to Sellers shall not be less than Two Hundred Thousand (200,000) shares. Notwithstanding the foregoing, if between the date of this Agreement and the Closing Date the outstanding shares of CBC Stock are changed into a different number of shares or a different class or series, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the number of shares of CBC Stock described above shall be correspondingly and proportionately adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. Buyer reserves the right to pay cash at Closing in lieu of all or part of the CBC Stock payment called for hereunder, provided Buyer gives Sellers notice of its intention to pay cash at least one week prior to the Closing Date.
CBC COMMON STOCK. Mr. Wax further acknowledges, represents and warrants to CBC as follows:
(a) Mr. Wax understands that the shares of CBC Common Stock to be issued to him in the Merger will not have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities law by reason of specific exemptions under the provisions thereof which depend in part upon the other representations and warranties made by Mr. Wax in this Agreement. Mr. Wax understands that CBC is relying upon Mr. Wax's representation and warranties contained in this Section 4.26 for the purpose of determining whether this transaction meets the requirements for such exemptions.
(b) Mr. Wax has such knowledge, skill and experience in business, financial and investment matters so that Mr. Wax is capable of evaluating the merits and risks of an investment in CBC Common Stock pursuant to the transactions contemplated by this Agreement or to the extent that Mr. Wax has deemed it appropriate to do so, Mr. Wax has relied upon appropriate professional advice regarding the tax, legal and financial merits and consequences of an investment in CBC Common Stock pursuant to the transactions contemplated by this Agreement.
(c) Mr. Wax has made, either alone or together with Mr. Wax's advisors, such independent investigation of CBC, its management and related matters as Mr. Wax deems to be, or such advisors have advised to be, necessary or advisable in connection with an investment in CBC Common Stock through the transactions contemplated by this Agreement; and Mr. Wax and advisors have received all information and data that Mr. Wax and such advisors believe to be necessary in order to reach an informed decision as to the advisability of an investment in CBC Common Stock pursuant to the transactions contemplated by this Agreement.
(d) Mr. Wax understands that the shares of CBC Common Stock to be received by Mr. Wax in the transactions contemplated hereby will be "restricted securities" under applicable federal securities laws and that the Securities Act and the rules of the Securities and Exchange Commission (the "SEC") promulgated thereunder provide in substance that Mr. Wax may dispose of such shares only pursuant to an effective registration statement under the Securities Act or an exemption from registration if available. Mr. Wax further understands that CBC has no obligation or intention to register the sale of any of the shares of CBC Common stock to be received by Mr. Wax in th...
CBC COMMON STOCK. Five Hundred Thousand and no/100 Dollars ($500,000.00) of the purchase price shall be payable by the issuance by CBC to Seller of CBC's Common Stock (the "CBC Stock"). The number of shares of CBC Stock to be issued shall be equal to Five Hundred Thousand divided by the "Price Per Share" as hereinafter defined. Any fractional share shall be paid in cash based upon the Price Per Share. The "Price Per Share" shall be equal to the average closing price of the CBC Stock on the Nasdaq Stock Market for the fifteen trading days preceding the second business day prior to the Closing Date. Notwithstanding the foregoing, if between the date of this Agreement and the Closing Date the outstanding shares of CBC Stock are changed into a different number of shares or a different class or series, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the number of shares of CBC Stock described above shall be correspondingly and proportionately adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.
