Conversion Alternatives. Subject to Sections 2.03, 2.04 and 2.05 below with respect to treasury stock, fractional shares and Dissenting BFC Shares, each share of BFC Common Stock issued and outstanding immediately prior to the Effective Date, shall, on the Effective Date, by reason of the Merger and without any action on the part of the holder thereof, cease to be outstanding and be converted into the right to receive, at the election of the holder thereof:
(i) a number of shares of CMTY Common Stock calculated on the basis of the Floating Exchange Ratio (unless prior to the Effective Date there has occurred a CMTY Acquisition Transaction, in which event the Fixed Exchange Ratio shall be used in lieu of the Floating Exchange Ratio), including the associated rights to purchase securities pursuant to the Rights Agreement, subject to adjustment as provided in Section 2.07 below (the “Common Stock Consideration”); or
(ii) $24.00 (the “Cash Consideration” and, collectively with the Common Stock Consideration, the “Merger Consideration”). Notwithstanding the foregoing, (A) the number of shares of BFC Common Stock to be converted into the right to receive the Common Stock Consideration on the Effective Date (the “Aggregate Common Stock Consideration”) shall be equal, subject to the determination by CMTY in its sole discretion as of a date at least five (5) Business Days prior to the mailing of the Prospectus/Proxy Statement, to a minimum of fifty percent (50%) and a maximum of sixty-five percent (65%) of the total number of shares of BFC Common Stock issued and outstanding on the Effective Date and (B) the number of shares of BFC Common Stock to be converted into the right to receive the Cash Consideration on the Effective Date shall be equal, subject to the determination by CMTY in its sole discretion as of the mailing of the Prospectus/Proxy Statement, to a maximum of fifty percent (50%) and a minimum of thirty-five percent (35%) of the total number of shares of BFC Common Stock issued and outstanding on the Effective Date, minus (1) the aggregate number of shares with respect to which cash is paid in lieu of fractional shares pursuant to Section 2.04 and (2) the number of shares of Dissenting BFC Shares, if any, with respect to which dissenters’ rights have been duly exercised (the “Aggregate Cash Consideration”).
Conversion Alternatives. Subject to Sections 2.3 and 2.4 below with respect to treasury stock and fractional shares, each share of TF Financial Common Stock 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 converted into the right to receive, at the election of the holder thereof:
Conversion Alternatives. Subject to Sections 2.7 and 2.8 concerning fractional shares and Objecting Holdings Shares and Section 2.5(e) concerning allocations, each share of Holdings Common Stock issued and outstanding immediately prior to the Closing Date 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 shall be converted into the right to receive, at the election of the holder thereof, the Per Share Cash Consideration and/or Per Share Common Stock Consideration as follows:
Conversion Alternatives. Subject to Sections 2.02(f), 2.03, 2.04 and 2.05 below with respect to Tower owned stock, treasury stock, fractional shares, and dissenting shares of FNB Common Stock, each share of FNB Common Stock issued and outstanding immediately prior to the Effective Date, shall, on the Effective Date, by reason of the Merger and without any action on the part of the holder thereof, cease to be outstanding and be converted into the right to receive, at the election of the holder thereof:
(i) 0.8663 Shares of Tower Common Stock (the "Exchange Ratio"), subject to adjustment as provided in Section 2.08 below (the "Common Stock Consideration"); or
(ii) $39.00 in cash (the "Cash Consideration," and, collectively, with the Common Stock Consideration, the "Merger Consideration").
Conversion Alternatives. Subject to Sections 2.03, 2.04 and 2.06 below with respect to treasury stock, fractional shares and dissenting shares of PFI Common Stock, each share of PFI Common Stock issued and outstanding immediately prior to the Effective Date, shall, on the Effective Date, by reason of the Merger and without any action on the part of the holder thereof, cease to be outstanding and be converted into the right to receive, at the election of the holder thereof:
(i) 1. 505 shares of NPB Common Stock (the “Exchange Ratio”), including the associated rights to purchase securities pursuant to the Rights Agreement, subject to adjustment as provided in Section 2.09 below (the “Common Stock Consideration”); or
Conversion Alternatives. Subject to Sections 2.03, 2.04 and 2.07 below with respect to treasury stock, fractional shares and Dissenting Shares, each share of CBT Common Stock issued and outstanding immediately prior to the Effective Date, shall, on the Effective Date, by reason of the Merger and without any action on the part of the holder thereof, cease to be outstanding and be converted into the right to receive, at the election of the holder thereof:
(i) 2.176 shares of NPB Common Stock (the "Exchange Ratio"), including the associated rights to purchase securities pursuant to the Rights Agreement, subject to adjustment as provided in Section 2.06 and Section 2.10 below (the "Common Stock Consideration"); or
(ii) $37.69 in cash, subject to adjustment as provided in Section 2.06 below (the "Cash Consideration" and collectively with the Common Stock Consideration, the "Merger Consideration"). Notwithstanding the foregoing, the number of shares of CBT Common Stock to be converted into the right to receive the Common Stock Consideration on the Effective Date (the "Aggregate Common Stock Consideration") shall be equal to eighty percent (80%) of the total number of shares of CBT Common Stock issued and outstanding on the Effective Date.
Conversion Alternatives. Subject to Sections 2.03, 2.04 and 2.06 below with respect to treasury stock, fractional shares and dissenting shares of Pennsylvania Common Stock, each share of Pennsylvania Common Stock issued and outstanding immediately prior to the Effective Date, shall, on the Effective Date, by reason of the Merger and without any action on the part of the holder thereof, cease to be outstanding and be converted into the right to receive, at the election of the holder thereof:
(i) Shares of Sterling Common Stock calculated by dividing $22.00 by the Average Closing Price (the “Exchange Ratio”), subject to adjustment as provided in this Section 2.02 (a)(i) and in Section 2.09 below (the “Common Stock Consideration”); provided, however, that (i) if the Exchange Ratio would be greater than .8300 shares of Sterling Common Stock, then the Exchange Ratio shall be .8300 shares of Sterling Common Stock and (ii) if the Exchange Ratio would be less than .7239 shares of Sterling Common Stock, then the Exchange Ratio shall be .7239 shares of Sterling Common Stock; or
(ii) $22.00 in cash (the “Cash Consideration,” and, collectively, with the Common Stock Consideration, the “Merger Consideration”).
Conversion Alternatives. Subject to Sections 2.7 and 2.8 concerning fractional shares and Objecting PBI Shares and Section 2.5(e) concerning allocations, each share of PBI Common Stock issued and outstanding immediately prior to the Closing Date 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 shall be automatically cancelled and cease to exist, and shall be converted into the right to receive, at the election of the holder thereof, the Per Share Cash Consideration or the Per Share Common Stock Consideration as follows:
Conversion Alternatives. Subject to Sections 2.2(f), 2.5 and 2.6 below with respect to OLB owned stock, fractional shares and Objecting MDBC Shares, each share of MDBC Common Stock issued and outstanding immediately prior to the Closing Date 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 shall be converted into the right to receive, at the election of the holder thereof, the Common Stock Consideration and/or the Cash Consideration as follows:
Conversion Alternatives. Subject to Sections 3.1(i) and 3.3 concerning fractional shares and Dissenter Shares and Section 3.2(e) concerning allocations, each share of Scottdale Common Stock issued and outstanding immediately prior to the Closing Date 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 shall be automatically cancelled and cease to exist, and, except for Mid Penn Owned Shares, shall be converted into the right to receive, at the election of the holder thereof, the Per Share Cash Consideration or the Per Share Common Stock Consideration as set forth in this Section 3.2.
