CONVERSION AND CANCELLATION OF WHFC SHARES Sample Clauses

CONVERSION AND CANCELLATION OF WHFC SHARES. At the EFFECTIVE TIME and as a result of the MERGER, automatically and without further act of CAMCO, WHFC, the BANK or the holders of CAMCO SHARES or WHFC SHARES, the following shall occur: (a) Each WHFC 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 2.03 of this AGREEMENT, to receive from CAMCO $5.20 and 0.611 CAMCO share (subject to possible adjustment as set forth in Section 2.01(a)(i) and Section 2.01(a)(ii),below (the "PER SHARE MERGER CONSIDERATION") without any interest thereon from the EFFECTIVE TIME until the time of payment, (i) The CAMCO share portion of the PER SHARE MERGER CONSIDERATION shall be adjusted to reflect any stock split, stock dividend or distributions in, or combinations or subdivisions of, CAMCO SHARES, between the date hereof and the EFFECTIVE TIME. (ii) No fractional shares will be issued, and cash will be paid in lieu of fractional shares based on the average of the bid and asked price quotes of the CAMCO SHARES as reported on The Nasdaq National Market System by a mutually agreed upon authoritative source on the last day of trading of CAMCO SHARES prior to the date of CLOSING ("CAMCO SHARES MARKET VALUE"). (b) CAMCO SHARES issued and outstanding before the EFFECTIVE TIME shall remain issued and outstanding after the EFFECTIVE TIME. (c) Any treasury shares held by WHFC and any WHFC SHARES owned by CAMCO for its own account shall be cancelled and retired at the EFFECTIVE TIME and no consideration shall be issued in exchange therefor.
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Related to CONVERSION AND CANCELLATION OF WHFC SHARES

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