Conversion and Cancellation of Shares. (a) At the BKFC EFFECTIVE TIME and as a result of the BKFC MERGER, automatically and without further act of BKFC, FTFC or the holders of FTFC common shares or BKFC shares of stock, the following shall occur:
(i) Each outstanding FTFC common share shall be cancelled and extinguished and, in substitution and exchange therefor, the holders thereof shall be entitled, subject to and upon compliance with Section 2.02 of this AGREEMENT, to receive .5645 share of BKFC stock (hereinafter referred to as the "EXCHANGE RATE"); provided, however, that in the event of the payment by BKFC of any stock dividends, stock splits or distributions in, or combinations or subdivisions of, BKFC shares of stock between the date of this AGREEMENT and the BKFC EFFECTIVE TIME, the EXCHANGE RATE shall be adjusted appropriately;
(ii) Each of the options to purchase 21,406 FTFC common shares at an exercise price of $6.91 per share which was granted pursuant to the STOCK OPTION PLANS (hereinafter defined) and which does not vest until January 29, 2001 (hereinafter collectively referred to as the "$6.91 UNVESTED OPTIONS"), shall be canceled and extinguished and, in substitution and exchange therefor, the holders thereof shall be entitled, subject to and upon compliance with Section 2.02 of this AGREEMENT, to receive from BKFC an option to purchase for $12.24 per share a number of BKFC shares of stock equal to the product of (I) the number of FTFC common shares subject to the $6.91 UNVESTED OPTIONS of each such holder, multiplied by (II) the EXCHANGE RATE; provided, however, that each such option shall be granted by BKFC subject to the terms and upon the conditions of a stock option agreement in the form of the Stock Option Award Agreement attached hereto as Exhibit D (hereinafter referred to as the "STOCK OPTION AWARD AGREEMENT");
(iii) Each of the options to purchase 1,264 FTFC common shares at an exercise price of $12.82 per share which was granted pursuant to the STOCK OPTION PLANS (hereinafter defined) and which vests on and after January 29, 2001 (hereinafter collectively referred to as the "$12.82 UNVESTED OPTIONS"), shall be canceled and extinguished and, in substitution and exchange therefor, the holders thereof shall be entitled, subject to and upon compliance with Section 2.02 of this AGREEMENT, to receive from BKFC an option to purchase for $22.71 per share a number of BKFC shares of stock equal to the product of (I) the number of FTFC common shares subject to the portion of th...
Conversion and Cancellation of Shares. The following steps shall occur at the Effective Time:
(1) Each common share of US$1.00 par value in the capital of Merger Sub issued and outstanding immediately before the Effective Time shall be converted into one issued and fully paid common share of US$1.00 par value in the capital of the Surviving Company.
(2) Each Company Common Share (other than the Excluded Shares and the Dissenting Shares) issued and outstanding immediately before the Effective Time shall be cancelled and converted into the right to receive the Consideration.
(3) Each Excluded Share issued and outstanding immediately before the Effective Time shall be cancelled without any repayment of capital in respect thereof or conversion thereof.
(4) Each Dissenting Share issued and outstanding immediately before the Effective Time shall be cancelled and converted into the right to receive the value thereof as appraised by the court under section 106 of the Companies Act.
Conversion and Cancellation of Shares. CONDITIONS PRECEDENT TO MERGER
Conversion and Cancellation of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any share of capital stock of Soy Capital or First Mid Bank:
(a) each of the [_________] shares (with a par value of $4.00) of common stock of First Mid Bank that is issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding, unchanged by reason of the Merger, and shall represent the shares of common stock of the Resulting Bank, the total capital of which is presented in the pro forma financial statements; and
(b) each share of capital stock of Soy Capital that is issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall be canceled and shall cease to exist.
Conversion and Cancellation of Shares. 7 Payment for DMC Stock, Stock Options and Debentures............4 1.8 Transfers......................................................5 1.9
Conversion and Cancellation of Shares. By virtue of the Merger and without any action on the part of Measurex, Merger Sub or DMC or the holders of any of the following securities, the manner of converting and cancelling shares in connection with the Merger shall be as follows:
Conversion and Cancellation of Shares. Except for shares as to which dissenters' rights have been perfected and not withdrawn or otherwise forfeited under Section 6:376 of the Louisiana Banking Laws, on the Effective Date each issued and outstanding share of Bank Common Stock, par value $10.00, shall be canceled.
Conversion and Cancellation of Shares. 2 2.1 Conversion of Common Stock of BANCORP............................................2 2.2
Conversion and Cancellation of Shares. Upon and by reason of the Merger becoming effective, (i) each share of Encore Trust Stock, Bank Common Stock and Bank Preferred Stock will be cancelled and no consideration shall be paid in connection therewith and (ii) 250,000 shares of the capital stock of the Resulting Bank shall be issued to Bancshares.
Conversion and Cancellation of Shares. As of the Effective Date, by virtue of the Merger:
