Consolidation Consideration Clause Samples

Consolidation Consideration. 9 3.02. Rights as Shareholders; Stock Transfers...........................................10 3.03.

Consolidation Consideration. The total consideration payable for all of the capital stock of Baytown referenced below shall be Five Million Three Hundred Eighty Five Thousand Dollars ($5,385,000.00) to be payable in the following manner: A. Subject to the provisions of Section 1.09, at the Initial Consolidation Effective Time and upon and by reason of the Initial Consolidation becoming effective, all holders of the common stock of Baytown, par value $3.75 per share (the "Baytown Common Stock") shall be entitled to receive from Bayshore, as of the Initial Consolidation Effective Time, for each share of Baytown Common Stock owned by such holder at the Effective Date, an amount equal to Five Million Three Hundred Eighty Five Thousand Dollars ($5,385,000.00) divided by the number of shares of Baytown Common Stock outstanding as of the Initial Consolidation Effective Time (the "Per Share Baytown Common Stock Consideration"; the aggregate Per Share Baytown Common Stock Consideration to be paid for all of the shares of the Baytown Common Stock is referred to herein as the "Baytown Common Stock Consideration"), and any and all rights arising out of the ownership of such shares shall, without any action on the part of the holder thereof, be canceled and

Consolidation Consideration. (a) At the Closing, in consideration of the Consolidation, FNB agrees to deposit in the "Payment Fund" (as defined in Section 1.11 below) and in the "Escrow Account" (as defined in Section 1.12 below), as hereinafter provided, the cash consideration (the "Consolidation Consideration") consisting of (i) $4,874,000, adjusted for the "Adjustments," as described in subparagraph 1.9(b) below, plus (ii) an amount equal to Sequoia's stockholders' equity, as reflected on the Closing Balance Sheet described in Section 8.2(f) of this Agreement (the amounts in (i) and (ii), together, hereinafter called the "Closing Payment Amount"), plus (iii) an amount equal to the Stock Purchase Price, if and when the Stock Purchase Price is paid by HNB pursuant to Section 3.2 below. The Closing Payment Amount, less the sum of $1,500,000 (to be held in escrow), shall be paid by wire transfer in immediately available funds to the "Paying Agent" for deposit into the "Payment Fund," as such terms are defined in Section 1.11, to be held and disbursed in accordance with the "Paying Agent Agreement" described in Section 1.11, and the said $1,500,000 shall be paid by wire transfer in immediately available funds to the "Escrow Agent" for deposit into the "Escrow Account," as such terms are defined in Section 1.12, to be held and disbursed in accordance with the "Escrow Agent Agreement" described in Section 1.12. (b) For purposes of this Section 1.9, the term "Adjustments" means (i) the adjustments necessary to reflect the market value of all held-to-maturity securities and all available-for-sale securities in the category of "securities" and all other equity securities and financial assets, and (ii) the adjustments necessary to reflect an allowance for loan and lease losses of not less than Seven Hundred Thousand Dollars ($700,000), provided, however, that any additions to the allowance for loan and lease losses, made at the request of FNB pursuant to Section 8.2(c) below, to the extent such additions cause the total allowance for loan and lease losses to exceed Seven Hundred Thousand Dollars ($700,000), shall not be a reduction in the Closing Payment Amount.

Consolidation Consideration. The total consolidation consideration payable for all of the capital stock of Texas National referenced below shall be $2,400,000.00, or $61.59848 per share of Texas National Common Stock (based on 38,962 shares issued and outstanding) to be payable in the following manner: At the Initial Consolidation Effective Time and upon and by reason of the Initial Consolidation becoming effective, each of the 38,962 shares of Texas National Common Stock issued and outstanding immediately prior to the Initial Consolidation Effective Time, excluding any Dissenting Shares (as defined in Section 1.10 of this Agreement), and any and all rights arising out of the ownership of such shares shall, without any action on the part of the holder thereof, be canceled and converted into the right to receive $61.59848 in cash payable upon tender of the stock certificates evidencing such shares as set forth in the following paragraph. The aggregate consideration to be paid for all of the shares of Texas National Common Stock shall hereafter sometimes be referred to as the "Consolidation Price." On or immediately prior to the Initial Consolidation Effective Time, Bancshares or Bayshore shall have available cash in sufficient amount to pay the aggregate Consolidation Price. At least ten (10) days in advance of the Closing Date (as defined in Section 6.1 of this Agreement), Bancshares will send to each shareholder of Texas National a letter of transmittal for use in exchanging such holder's certificates for his pro rata amount of the Consolidation Price. Commencing immediately after the Effective Date (as defined in Section 6.3 of this Agreement), each shareholder of Texas National shall be entitled to receive payment for his shares upon surrender of the certificates representing his shares of Texas National Common Stock or after providing an appropriate Affidavit of Lost Certificate and Indemnity Agreement and/or a bond as may be required in each case by Bancshares. Until so surrendered, each Texas National Common Stock certificate will be deemed for all corporate purposes to represent and evidence solely the right to receive the amount of the Consolidation Price to be paid therefor pursuant to this Agreement without interest thereon. Upon the consummation of the Consolidations, the par value and number of issued and outstanding shares of capital stock of the Continuing Bank shall be the same as the par value and number of issued and outstanding shares of capital stock of Bayshore as ...

Consolidation Consideration. At the Closing, FNB shall pay the Consolidation Consideration to the Paying Agent and to the Escrow Agent, as provided in Section 1.9.

Consolidation Consideration. (a) Each share of Sunbelt's Common Stock issued and outstanding immediately prior to the effective date of the Initial Consolidation, other than Dissenting Shares (as defined in Section 1.11 of the Agreement), shall, by virtue of the Consolidations and without any action on the part of the holder thereof, be converted into and represent the right to receive the consideration payable as set forth below (the "Consolidation Consideration") to the holder of record thereof, without interest thereon, upon surrender of the certificate representing such share.

Consolidation Consideration. The total consolidation consideration payable for all of the capital stock of First Bank referenced below shall be $7,970,600, or $69.0043 per share of First Bank Common Stock (based on 115,500 shares issued and outstanding) to be payable in the following manner: At the Initial Merger Effective Time and upon and by reason of the Initial Merger becoming effective, each of the 115,500 shares of First Bank Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time, excluding any Dissenting Shares (as defined in Section 1.10 of this Agreement), and any and all rights arising out of the ownership of such shares shall, without any action on the part of the holder thereof, be canceled and converted into the right to receive $69.0043 in cash payable upon tender of the stock certificates evidencing such shares as set forth in the following paragraph. The aggregate consideration to be paid for all of the shares of First Bank Common Stock shall hereafter sometimes be referred to as the "Consolidation Price." On or immediately prior to the Initial Merger Effective Time, Bancshares or Bayshore shall have available cash in sufficient amount to pay the aggregate Consolidation Price. At least ten (10) days in advance of the Closing Date (as defined in Section 6.1 of this Agreement), Bancshares will send to each shareholder of First Bank a letter of transmittal for use in exchanging such holder's certificates for his pro rata amount of the Consolidation Price. Commencing immediately after the Effective Date (as defined in Section 6.3 of the Agreement), each shareholder of First Bank shall be entitled to receive payment for his shares upon surrender of the certificates representing his shares of First Bank Common Stock or after providing an appropriate Affidavit of Lost Certificate and Indemnity Agreement and/or a bond as may be required in each case by Bancshares. Until so surrendered, each First Bank Common Stock certificate will be deemed for all corporate purposes to represent and evidence solely the right to receive the amount of the Consolidation Price to be paid therefor pursuant to this Agreement without interest thereon. Upon the consummation of the Consolidations, the par value and number of issued and outstanding shares of capital stock of the Continuing Bank shall be the same as the par value and number of issued and outstanding shares of capital stock of Bayshore as of the Effective Date.

Consolidation Consideration