Conversion of Bank Common Stock Sample Clauses

Conversion of Bank Common Stock. The aggregate amount to be paid by or on behalf of Buyer as a result of the Merger shall equal the Purchase Price, payable as follows:
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Conversion of Bank Common Stock. Each share of Bank Common Stock outstanding at the Effective Time (other than shares the holders of which have exercised their statutory right to receive payment as described in Section 2.5 hereof), shall, without any action on the part of the holder thereof, be converted into one share of Bancorp Common Stock.
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Conversion of Bank Common Stock. (a) At the Effective Time, subject to the other provisions of this Article I, and Sections 2.2(e) and Section 9.1(g) hereof, each share of the common stock, par value $70.00 per share, of the Bank (the “Bank Common Stock”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, as defined below, and shares of Bank Common Stock held directly or indirectly by the Bank or any of its Subsidiaries (as defined below) (except for Trust Account Shares and DPC Shares, as such terms are defined in Section 1.4(d) hereof)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into and exchangeable for the right to receive, at the election of the holder thereof as provided in and subject to the provisions of Section 1.5, either (i) the Per Share Stock Consideration (as defined below) or (ii) the Per Share Cash Consideration (as defined below). The Per Share Stock Consideration and the Per Share Cash Consideration are referred to herein collectively as the “Merger Consideration.” For purposes of this Agreement:
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Conversion of Bank Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Bank, Purchaser, Purchaser Bank or the holders of any shares of capital stock of the Bank, Purchaser or Purchaser Bank:
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Conversion of Bank Common Stock. (a) At the Effective Time, subject to the other provisions of this Section 1.4 and Section 2.2 of this Agreement, each share of the Bank’s common stock, $5.00 par value (“Bank Common Stock”), issued and outstanding immediately prior to the Effective Time (other than shares of Bank Common Stock held directly or indirectly by Acquiror or the Bank or any of Acquiror’s Subsidiaries (except for shares for which dissenters’ rights have been properly exercised pursuant to N.J.S.A. Section 17:9A-140), shall by virtue of this Agreement and without any action on the part of the Bank, Acquiror or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive, cash in an amount equal to $14.25 per share (the “Merger Consideration”); provided, however, in the event that the Bank’s tangible common shareholders’ equity on the Closing Date calculated in accordance with GAAP is less than $24,350,000, increased by $100,000 for each full calendar month between June 30, 2013 and the Closing Date to a maximum tangible common shareholders’ equity of $24,970,000 (the “Minimum Shareholders’ Equity”), then the Merger Consideration shall be reduced by an amount equal to the difference between Minimum Shareholders’ Equity minus the Bank’s actual tangible common shareholders’ equity on the Closing Date, divided by the number of the Bank’s then-outstanding shares of Common Stock. For purposes of determining the Bank’s shareholders’ equity on the Closing Date, the Merger Costs shall be disregarded unless the Merger Costs exceed $500,000 on an after-tax basis. BankAsiana’s tangible common shareholders’ equity shall be reduced on a dollar-for-dollar basis by the amount that the Merger Costs exceed $500,000 on an after-tax basis.
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Conversion of Bank Common Stock. Each share of Bank Common Stock issued and outstanding immediately prior to the Effective Date (other than shares of Bank Common Stock owned by Bank shareholders who pursuant to Section 36a-181(c) of the Bank Acquisition Act have (i) at or prior to the shareholders' meeting referred to in Section 5.1(d) hereof delivered to the Bank their written objection to this Plan and (ii) within 10 days after the date on which this Plan is filed by the Secretary with the Banking Commissioner of the State of Connecticut, demanded in writing from the Bank payment in cash for their shares of Bank Common Stock) shall, by virtue of this Plan and without any action on the part of the holder thereof, be converted into and exchangeable for one share of Company Common Stock.
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Conversion of Bank Common Stock. Each share (each a “Share” and collectively, the “Shares”) of the Bank Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive from CBM an amount per Share equal to: (i) Ten Million Dollars ($10,000,000) (less the FCLS Purchase Price to be paid under Section 1.8), divided by (ii) the number of Shares outstanding at the Effective Time (the “Acquisition Consideration”). As of the Effective Time, all Shares of Bank Common Stock converted into the right to receive the Acquisition Consideration pursuant to this Section 1.6(a) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and the Company, as the sole holder of such Shares, shall cease to have any rights with respect thereto, except the right to receive the Acquisition Consideration.
Sample 1
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Conversion of Bank Common Stock. Each share of Bank Common Stock issued and outstanding immediately prior to the Effective Time (other than any Cancelled Shares) shall, subject to Section 2.7(f), be converted into the right to receive, without interest, an amount in cash equal to the Per Share Merger Consideration.‌
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Conversion of Bank Common Stock 
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Related to Conversion of Bank Common Stock

  • Conversion of Common Stock In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "TERMINATION DATE"), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted such that the aggregate Purchase Price of the maximum number of securities or other property for which this Warrant is exercisable immediately after the Termination Date is equal to the aggregate Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination Date, all subject to further adjustment as provided herein.

  • Conversion of Company Common Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Adjustment of Conversion Price upon Subdivision or Combination of Common Stock If the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. If the Company at any time on or after the Subscription Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased.

  • Conversion into Common Stock Shares of Common Stock will be issued or become free of restrictions as soon as practicable following vesting of the RSUs, provided that you have satisfied your tax withholding obligations as specified under Section 10 of this Agreement and you have completed, signed and returned any documents and taken any additional action that the Corporation deems appropriate to enable it to accomplish the delivery of the shares of Common Stock. The shares of Common Stock will be issued in your name (or may be issued to your executor or personal representative, in the event of your death or Disablement), and may be effected by recording shares on the stock records of the Corporation or by crediting shares in an account established on your behalf with a brokerage firm or other custodian, in each case as determined by the Corporation. In no event will the Corporation be obligated to issue a fractional share. Notwithstanding the foregoing, (i) the Corporation shall not be obligated to deliver any shares of the Common Stock during any period when the Corporation determines that the conversion of a RSU or the delivery of shares hereunder would violate any laws of the United States or your country of residence or employment and/or may issue shares subject to any restrictive legends that, as determined by the Corporation's counsel, is necessary to comply with securities or other regulatory requirements, and (ii) the date on which shares are issued may include a delay in order to provide the Corporation such time as it determines appropriate to address tax withholding and other administrative matters.

  • Conversion of Company Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

  • Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock In the event the Corporation shall at any time after the Series A-2 Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 5.4.3), without consideration or for a consideration per share less than the Conversion Price applicable to a series of Preferred Stock in effect immediately prior to such issuance or deemed issuance, then such Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply:

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

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