Common use of Conversion and Exchange of Shares Clause in Contracts

Conversion and Exchange of Shares. (a) At the Company Merger Effective Date, by virtue of the Company Merger and without any action on the part of Alliance Bancorp or SWB or the holders of shares of Alliance Bancorp or SWB Common Stock: (i) Each outstanding share of SWB Common Stock issued and outstanding at the Company Merger Effective Date, except as provided in clause (a) (ii) of this Section and Section 2.05 hereof, shall cease to be outstanding, shall cease to exist and shall be converted into and represent solely one share of Alliance Bancorp Common Stock multiplied by the Exchange Ratio as determined below (rounded to the nearest fourth decimal). (ii) Any shares of SWB Common Stock which are owned or held by either party hereto or any of their respective Subsidiaries (other than in a fiduciary capacity or in connection with debts previously contracted) at the Company Merger Effective Date shall cease to exist, the certificates for such shares shall as promptly as practicable be canceled, such shares shall not be converted into or represent any shares of Alliance Bancorp Common Stock, and no shares of capital stock of Alliance Bancorp shall be issued or exchanged therefor. (iii) Each share of Alliance Bancorp Common Stock issued and outstanding immediately before the Company Merger Effective Date shall remain an outstanding share of Common Stock of Alliance Bancorp as the surviving corporation. (iv) The holders of certificates representing shares of SWB Common Stock shall cease to have any rights as stockholders of SWB, except such rights, if any, as they may have pursuant to applicable law. (b) Prior to the Company Merger Effective Date, Alliance Bancorp shall appoint a bank, trust company or other stock transfer agent selected by it and agreed to by SWB as the Exchange Agent to effect the exchange of certificates evidencing shares of SWB Common Stock (any such certificate being hereinafter referred to as a "Certificate") for shares of Alliance Bancorp Common Stock to be received in the share exchange. On the Company Merger Effective Date, Alliance Bancorp shall have granted the Exchange Agent the requisite power and authority to effect for and on behalf of Alliance Bancorp the issuance of the number of shares of Alliance Bancorp Common Stock issuable in the share exchange. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. (c) In connection with this Agreement, Liberty Federal and Southwest Federal shall enter into the Plan of Merger.

Conversion and Exchange of Shares. (a) At the Company Merger Effective Date, by virtue of the Company Merger and without any action on the part of Alliance Pocahontas Bancorp or SWB Marked Tree Bancshares or the holders of shares of Alliance Pocahontas Bancorp or SWB Marked Tree Bancshares Common Stock: (i) Each outstanding share of SWB Marked Tree Bancshares Common Stock issued and outstanding at the Company Merger Effective Date, excluding any Marked Tree Bancshares Perfected Dissenting Shares and except as provided in clause (a) (ii) of this Section and Section 2.05 hereof, shall cease to be outstanding, shall cease to exist and shall be converted into and represent solely one share of Alliance Pocahontas Bancorp Common Stock multiplied by the Exchange Ratio as determined below (rounded to the nearest fourth decimal) (the "Merger Consideration"). (ii) Any shares of SWB Marked Tree Bancshares Common Stock which that are owned or held by either party hereto or any of their respective Subsidiaries (other than in a fiduciary capacity or in connection with debts previously contracted) at the Company Merger Effective Date shall cease to exist, the certificates for such shares shall as promptly as practicable be canceled, such shares shall not be converted into or represent any shares of Alliance Pocahontas Bancorp Common Stock, and no shares of Pocahontas Bancorp capital stock of Alliance Bancorp shall be issued or exchanged therefor. (iii) Each share of Alliance Pocahontas Bancorp Common Stock issued and outstanding immediately before the Company Merger Effective Date shall remain an outstanding share of Common Stock common stock of Alliance Pocahontas Bancorp as the surviving corporation. (iv) The holders of certificates representing shares of SWB Marked Tree Bancshares Common Stock shall cease to have any rights as stockholders of SWBMarked Tree Bancshares, except such rights, if any, as they may have pursuant to applicable law. (b) Prior to the Company Merger Effective Date, Alliance Pocahontas Bancorp shall appoint a bank, trust company or other stock transfer agent selected by it and agreed to by SWB Marked Tree Bancshares as the Exchange Agent to effect the exchange of certificates evidencing shares of SWB Marked Tree Bancshares Common Stock (any such certificate being hereinafter referred to as a "Certificate") for shares of Alliance Pocahontas Bancorp Common Stock to be received in the share exchangeCompany Merger. On the Company Merger Effective Date, Alliance Pocahontas Bancorp shall have granted the Exchange Agent the requisite power and authority to effect for and on behalf of Alliance Pocahontas Bancorp the issuance of the number of shares of Alliance Pocahontas Bancorp Common Stock issuable in the share exchangeCompany Merger. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. (c) In connection with this Agreement, Liberty Federal FCB and Southwest Federal Marked Tree Bank shall enter into the Agreement and Plan of MergerMerger substantially in the form attached as Exhibit 2.01 hereto. (d) Marked Tree Bancshares Perfected Dissenting Shares shall not be converted into shares of Pocahontas Bancorp Common Stock, but shall after the Company Merger Effective Date, be entitled only to such rights as are granted them by Section 4-26-1007 of the Arkansas Business Corporation Act. Each dissenting stockholder who is entitled to payment for such stockholder's shares of Marked Tree Bancshares Common Stock shall receive such payment therefor from the surviving corporation of the Company Merger in an amount as determined pursuant to Section 4-26-1007 of the Arkansas Business Corporation Act.

Conversion and Exchange of Shares. (a) At the Company Merger Effective Date, by virtue of the Company Merger and without any action on the part of Alliance Bancorp or SWB or the holders of shares of Alliance Bancorp or SWB Common Stock: (i) Each outstanding share of SWB Common Stock issued and outstanding at the Company Merger Effective Date, except as provided in clause (a) (ii) of this Section and Section 2.05 hereof, shall cease to be outstanding, shall cease to exist and shall be converted into and represent solely one share of Alliance Bancorp Common Stock multiplied by the Exchange Ratio as determined below (rounded to the nearest fourth decimal). (ii) Any shares of SWB Common Stock which are owned or held by either party hereto or any of their respective Subsidiaries (other than in a fiduciary capacity or in connection with debts previously contracted) at the Company Merger Effective Date shall cease to exist, the certificates for such shares shall as promptly as practicable be canceled, such shares shall not be converted into or represent any shares of Alliance Bancorp Common Stock, and no shares of capital stock of Alliance Bancorp shall be issued or exchanged therefor. (iii) Each share of Alliance Bancorp Common Stock issued and outstanding immediately before the Company Merger Effective Date shall remain an outstanding share of Common Stock of Alliance Bancorp as the surviving corporation. (iv) The holders of certificates representing shares of SWB Common Stock shall cease to have any rights as stockholders of SWB, except such rights, if any, as they may have pursuant to applicable law. . (b) Prior to the Company Merger Effective Date, Alliance Bancorp shall appoint a bank, trust company or other stock transfer agent selected by it and agreed to by SWB as the Exchange Agent to effect the exchange of certificates evidencing shares of SWB Common Stock (any such certificate being hereinafter referred to as a "Certificate") for shares of Alliance Bancorp Common Stock to be received in the share exchange. On the Company Merger Effective Date, Alliance Bancorp shall have granted the Exchange Agent the requisite power and authority to effect for and on behalf of Alliance Bancorp the issuance of the number of shares of Alliance Bancorp Common Stock issuable in the share exchange. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. (c) In connection with this Agreement, Liberty Federal and Southwest Federal shall enter into the Plan of Merger.

Conversion and Exchange of Shares. (a) At the Company Merger Effective DateEffectiveness, each share of Faircom Stock issued and outstanding immediately prior to Effectiveness (other than shares owned or held by dissenting Faircom Stockholders) shall, by virtue of the Company Merger and without any action on the part of Alliance Bancorp or SWB or the holders of holder thereof, automatically be converted into shares of Alliance Bancorp or SWB Common Stock: (i) Each outstanding Preferred Stock as hereinafter provided, and each share of SWB Common Faircom Stock issued and outstanding at held in Faircom's treasury immediately prior to Effectiveness shall, by virtue of the Company Merger Effective DateMerger, except as provided in clause (a) (ii) of this Section and Section 2.05 hereof, shall cease to be outstanding, shall cease to exist and shall be converted into canceled and represent solely one share retired without payment of Alliance Bancorp any consideration therefor. At Effectiveness, the holders of each outstanding option to purchase shares of Faircom Common Stock multiplied by (each a "Faircom Option") will receive such substitute stock options under the Exchange Ratio Regent Communications, Inc. Faircom Conversion Stock Option Plan ("Regent Options") as determined below (rounded will satisfy the requirements of Section 424(a) of the Internal Revenue Code and the regulations under Treas. 1.425-1 and as will not constitute a modification of the existing Faircom Options under Section 424(h) of the Internal Revenue Code. Each Faircom Option will be deemed to constitute an option to acquire the same number of shares of Preferred Stock as the holder of such Faircom Option would have been entitled to receive pursuant to the nearest fourth decimalMerger had such holder exercised such Faircom Option in full immediately prior to the consummation of the Merger (whether or not such Faircom Option was in fact exercisable at the time). . The terms of the Regent Options shall be the same as the terms of the existing Faircom Options, and such terms shall run from the date of grant of the Faircom Options. The Regent Options shall be immediately exercisable at the same aggregate exercise price as the Faircom Options surrendered in exchange therefor. The Regent Option agreements shall be substantially in the form of Exhibit 10(a). At the Closing, each Faircom Stockholder shall surrender for cancellation and exchange his certificate or certificates evidencing Faircom Stock (ii) Any shares of SWB Common Stock which are owned or held by either party hereto or any of their respective Subsidiaries (other than in a fiduciary capacity or in connection with debts previously contracted) at the Company Merger Effective Date shall cease to exist, the certificates for such shares shall as promptly as practicable be canceled, such shares shall not be converted into or represent any shares case of Alliance Bancorp Common Stock, and no shares of capital stock of Alliance Bancorp shall be issued or exchanged therefor. (iii) Each share of Alliance Bancorp Common Stock issued and outstanding immediately before the Company Merger Effective Date shall remain an outstanding share of Common Stock of Alliance Bancorp as the surviving corporation. (iv) The holders of certificates representing Faircom Options, option agreement); provided, however, any Faircom Stockholder who has properly elected to demand appraisal of shares of SWB Common Stock shall cease to have any rights as stockholders of SWB, except such rights, if any, as they may have pursuant to the applicable lawlaws of Delaware need surrender his certificate or certificates only concurrently with a withdrawal of such demand or as required by law following a determination of the fair value of his or her shares. (b) Prior to the Company Merger Effective Date, Alliance Bancorp shall appoint a bank, trust company or other The stock transfer agent selected by it books of Faircom shall be closed at Effectiveness, and agreed to by SWB as the Exchange Agent to effect the exchange thereafter no transfer of certificates evidencing any such shares of SWB Common Faircom Stock (any such certificate being hereinafter referred to as shall be recorded thereon. In the event a "Certificate") for transfer of ownership of shares of Alliance Bancorp Common Faircom Stock to be received in is not recorded on the share exchange. On the Company Merger Effective Datestock transfer books of Faircom, Alliance Bancorp shall have granted the Exchange Agent the requisite power and authority to effect for and on behalf of Alliance Bancorp the issuance of a certificate or certificates representing the number of whole shares of Alliance Bancorp Common Preferred Stock issuable into which such shares of Faircom Stock shall have been converted in connection with the share exchange. The Exchange Agent shall accept Merger may be issued to the transferee of such Certificates upon shares of Faircom Stock if the certificate or certificates representing such shares of Faircom Stock is or are surrendered to the Trustee accompanied by all documents deemed necessary by the Trustee to evidence and effect such transfer of ownership of shares of Faircom Stock and by the payment of any applicable stock transfer tax with respect to such transfer, subject to compliance with such reasonable terms and any restrictions or conditions as contained herein with respect to the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practicestransfer of shares of Faircom Stock. (c) In connection with this Agreement, Liberty Federal and Southwest Federal shall enter into the Plan of Merger.

Conversion and Exchange of Shares. (a) At the Company Merger Effective Date, by virtue of the Company Merger and without any action on the part of Alliance Pocahontas Bancorp or SWB NARK or the holders of shares of Alliance Pocahontas Bancorp or SWB NARK Common Stock: (i) Each outstanding share of SWB NARK Common Stock issued and outstanding at the Company Merger Effective Date, excluding any NARK Perfected Dissenting Shares and except as provided in clause (a) (ii) of this Section and Section 2.05 hereof, shall cease to be outstanding, shall cease to exist and shall be converted into and represent solely one share of Alliance Pocahontas Bancorp Common Stock multiplied by the Exchange Ratio as determined below (rounded to the nearest fourth decimal) (the "Merger Consideration"). (ii) Any shares of SWB NARK Common Stock which are owned or held by either party hereto or any of their respective Subsidiaries (other than in a fiduciary capacity or in connection with debts previously contracted) at the Company Merger Effective Date shall cease to exist, the certificates for such shares shall as promptly as practicable be canceled, such shares shall not be converted into or represent any shares of Alliance Pocahontas Bancorp Common Stock, and no shares of Pocahontas Bancorp capital stock of Alliance Bancorp shall be issued or exchanged therefor. (iii) Each share of Alliance Pocahontas Bancorp Common Stock issued and outstanding immediately before the Company Merger Effective Date shall remain an outstanding share of Common Stock of Alliance Pocahontas Bancorp as the surviving corporation. (iv) The holders of certificates representing shares of SWB NARK Common Stock shall cease to have any rights as stockholders of SWBNARK, except such rights, if any, as they may have pursuant to applicable law. (b) Prior to the Company Merger Effective Date, Alliance Pocahontas Bancorp shall appoint a bank, trust company or other stock transfer agent selected by it and agreed to by SWB NARK as the Exchange Agent to effect the exchange of certificates evidencing shares of SWB NARK Common Stock (any such certificate being hereinafter referred to as a "Certificate") for shares of Alliance Pocahontas Bancorp Common Stock to be received in the share exchangeCompany Merger. On the Company Merger Effective Date, Alliance Pocahontas Bancorp shall have granted the Exchange Agent the requisite power and authority to effect for and on behalf of Alliance Pocahontas Bancorp the issuance of the number of shares of Alliance Pocahontas Bancorp Common Stock issuable in the share exchangeCompany Merger. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. (c) In connection with this Agreement, Liberty Federal FCB and Southwest Newport Federal shall enter into the Plan of MergerMerger substantially in the form attached as Exhibit 2.1 hereto. (d) NARK Perfected Dissenting Shares shall not be converted into shares of Pocahontas Bancorp Common Stock, but shall after the Company Merger Effective Date, be entitled only to such rights as are granted them by Chapter 23 of the TGCA. Each dissenting shareholder who is entitled to payment for such shareholder's shares of NARK Common Stock shall receive such payment therefor from the surviving corporation of the Company Merger in an amount as determined pursuant to Chapter 23 of the TGCA.