CONSIDERATION; CONVERSION; EXCHANGE PROCEDURES Clause Samples
CONSIDERATION; CONVERSION; EXCHANGE PROCEDURES. Section 2.1 Merger Consideration.
(a) Subject to Section 2.3 and Section 2.4 hereof, each share of BYBK Common Stock that is issued and outstanding immediately prior to the Effective Time shall, at the Effective Time, by reason of the Merger and without any action on the part of the holder thereof, cease to be outstanding and be automatically cancelled, and shall be converted into the right to receive, in exchange for each such share, that number of shares of OLB Common Stock equal to the Exchange Ratio (the “Per Share Consideration”); provided, however, that each share of BYBK Common Stock issued and outstanding immediately prior to the Effective Time that is held by any Subsidiary of BYBK, by OLB or any Subsidiary of OLB (in each case other than shares held in any BYBK Benefit Plan or OLB Benefit Plan or related trust accounts or otherwise held in any fiduciary or agency capacity or as a result of debts previously contracted) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no payment shall be made with respect thereto. Subject to any adjustments occurring after the date hereof as contemplated by Section 2.6 below, in the event that the Average Price is:
(i) between $25.66 and $29.15, then the Per Share Consideration shall equal the number of shares of OLB Common Stock determined by dividing $11.80 by the Average Price;
(ii) $29.16 or above, then the Per Share Consideration shall equal 0.4047 shares of OLB Common Stock; or
(iii) $25.65 or below, then the Per Share Consideration shall equal 0.4600 shares of OLB Common Stock (such ratio in any of (i), (ii) or (iii), the “Exchange Ratio”). Exhibit D hereto is an example of how the Exchange Ratio could be calculated under various Average Price scenarios. In all cases the Exchange Ratio will be rounded to the nearest ten-thousandth.
CONSIDERATION; CONVERSION; EXCHANGE PROCEDURES. Section 2.1 Merger Consideration.
(a) As of a date (the “Calculation Date”) that is not more than 15 calendar days prior to the Closing Date, ▇▇▇▇▇▇▇ shall calculate (the “Book Value Calculation”) ▇▇▇▇▇▇▇’▇ total equity capital less intangible assets, if any, as of the Calculation Date (such amount, “▇▇▇▇▇▇▇ Tangible Book Value”), it being understood that the payment (or accrual) of the expenses set forth in Schedule 2.1(a) hereto shall not be considered in determining the ▇▇▇▇▇▇▇ Tangible Book Value. ▇▇▇▇▇▇▇ shall, at least five Business Days prior to the Closing Date, provide Purchaser with the Book Value Calculation, as well as ▇▇▇▇▇▇▇’▇ calculation, based on the Book Value Calculation, of the Merger Consideration and the Per Share Consideration, and any supporting documentation necessary for Purchaser to review such calculations. For such purpose and subject to the next two sentences of this Section 2.1(a), the term “total equity capital” shall have the meaning given the term “Total stockholders’ equity” in the unaudited consolidated balance sheet of ▇▇▇▇▇▇▇ at December 31, 2019 and shall be calculated in the same manner, and using the same methodology and same third-party vendors (if any), in which ▇▇▇▇▇▇▇ calculated such Total stockholders’ equity. For purposes of clarification, changes in the fair value of investment securities subsequent to September 30, 2019 shall not be considered in calculating the ▇▇▇▇▇▇▇ Tangible Book Value. The ▇▇▇▇▇▇▇ Tangible Book Value shall be calculated consistent with Exhibit D hereto, which sets forth the calculation of the ▇▇▇▇▇▇▇ Tangible Book Value as if the Calculation Date were December 31, 2019. If Purchaser, within three Business days after receipt of the Book Value Calculation (the “Purchaser Review Period”), disputes any portion of the Book Value Calculation (a “Purchaser Dispute”), then it shall promptly notify ▇▇▇▇▇▇▇ in writing thereof and Purchaser and ▇▇▇▇▇▇▇ shall negotiate in good-faith and in a commercially reasonable manner to promptly resolve the Purchaser Dispute, and the calculation of the ▇▇▇▇▇▇▇ Tangible Book Value that results from such resolution shall be the ▇▇▇▇▇▇▇ Tangible Book Value for purposes of this Agreement. If Purchaser does not dispute the Book Value Calculation before the expiration of the Purchaser Review Period, then the Book Value Calculation shall be the ▇▇▇▇▇▇▇ Tangible Book Value for purposes of calculating the Merger Consideration under this Agreement. In the event that Purc...