Common use of Conversion of Cardinal Stock Clause in Contracts

Conversion of Cardinal Stock. Except as otherwise provided in this Plan of Merger, at the Effective Time all rights of Cardinal’s shareholders with respect to all outstanding shares of Cardinal’s $10.00 par value common stock (“Cardinal Stock”) shall cease to exist and, as consideration for and to effect the Merger, each such outstanding share shall be converted, without any action by Cardinal, MFC or any Cardinal shareholder, into the right to receive (i) a number of shares of MFC’s $4.00 par value common stock (“MFC Common Stock”) calculated in the manner described below, and (ii) one whole share of a newly created series of MFC’s convertible preferred stock (“MFC Series B Preferred Stock). For purposes of this Paragraph 1.05, the “Market Value” of a share of MFC Common Stock shall be the average of the closing per share trade prices of MFC Common Stock as reported on the OTC Bulletin Board (or, if MFC Common Stock is then traded on The Nasdaq Stock Market, on Nasdaq) for the 20 trading days immediately preceding the business day prior to the “Closing Date” (as defined in Paragraph 1.07 below) on which trades of MFC Common Stock are reported; provided however that, for purposes of calculating the numbers of shares of MFC Common Stock into which Cardinal Stock will be converted, the Market Value used in the calculation shall not exceed $26.82 or be less than $17.88. If the amount determined as described above as the Market Value is more than $26.82, then the Market Value shall be deemed to be $26.82, and if the amount determined as described above as the Market Value is less than $17.88, then the Market Value shall be deemed to be $17.88. At the Effective Time, and without any action by Cardinal, MFC or any Cardinal shareholder, Cardinal’s stock transfer books shall be closed and there shall be no further transfers of Cardinal Stock on its stock transfer books or the registration of any transfer of a certificate evidencing Cardinal Stock (a “Cardinal Certificate”) by any holder thereof, and the holders of Cardinal Certificates shall cease to be, and shall have no further rights as, stockholders of Cardinal other than as provided in this Plan of Merger. Following the Effective Time, Cardinal Certificates shall evidence only the right of the registered holders thereof to receive certificates evidencing the numbers of whole shares of MFC Common Stock and MFC Series B Preferred Stock into which their Cardinal Stock was converted at the Effective Time, together with cash for any fractional shares calculated as described in Paragraph 1.05(f) below, or, in the case of Cardinal Stock held by shareholders who properly shall have exercised their right of dissent and appraisal under Article 15 of the Virginia Stock Corporation Act (“Dissenters’ Rights”), cash as provided in that statute.

Conversion of Cardinal Stock. Except as otherwise provided in this Plan of MergerAgreement, at the Effective Time all rights of Cardinal’s shareholders with respect to all outstanding shares of Cardinal’s $10.00 par value common stock (“Cardinal Stock”) shall cease to exist and, as consideration for and to effect the Merger, each such outstanding share shall be converted, without any action by Cardinal, MFC or any Cardinal shareholder, into the right to receive (i) a number of shares of MFC’s $4.00 par value common stock (“MFC Common Stock”) calculated in the manner described below, and (ii) one whole share of a newly created series of MFC’s convertible preferred stock (“MFC Series B Preferred Stock). The number of shares of MFC Common Stock into which each share of Cardinal Stock is converted at the Effective Time shall be the number (rounded to four decimal places) equal to $12.00 divided by the “Market Value” (as defined below). For purposes of this Paragraph 1.05, the “Market Value” of a share of MFC Common Stock shall be the average of the closing per share trade prices of MFC Common Stock as reported on the OTC Bulletin Board (or, if MFC Common Stock is then traded on The Nasdaq Stock Market, on Nasdaq) for the 20 trading days immediately preceding the business day prior to the “Closing Date” (as defined in Paragraph 1.07 below) on which trades of MFC Common Stock are reported; provided however that, for purposes of calculating the numbers of shares of MFC Common Stock into which Cardinal Stock will be converted, the Market Value used in the calculation shall not exceed $26.82 or be less than $17.88. If the amount determined as described above as the Market Value is more than $26.82, then the Market Value shall be deemed to be $26.82, and if the amount determined as described above as the Market Value is less than $17.88, then the Market Value shall be deemed to be $17.88. At the Effective Time, and without any action by Cardinal, MFC or any Cardinal shareholder, Cardinal’s stock transfer books shall be closed and there shall be no further transfers of Cardinal Stock on its stock transfer books or the registration of any transfer of a certificate evidencing Cardinal Stock (a “Cardinal Certificate”) by any holder thereof, and the holders of Cardinal Certificates shall cease to be, and shall have no further rights as, stockholders of Cardinal other than as provided in this Plan of MergerAgreement. Following the Effective Time, Cardinal Certificates shall evidence only the right of the registered holders thereof to receive certificates evidencing the numbers of whole shares of MFC Common Stock and MFC Series B Preferred Stock into which their Cardinal Stock was converted at the Effective Time, together with cash for any fractional shares calculated as described in Paragraph 1.05(f) below, or, in the case of Cardinal Stock held by shareholders who properly shall have exercised their right of dissent and appraisal under Article 15 of the Virginia Stock Corporation Act (“Dissenters’ Rights”), cash as provided in that statute.

Conversion of Cardinal Stock. Except as otherwise provided in this Plan of MergerAgreement, at the Effective Time all rights of Cardinal’s shareholders with respect to all outstanding shares of Cardinal’s $10.00 par value common stock (“Cardinal Stock”) shall cease to exist and, as consideration for and to effect the Merger, each such outstanding share shall be converted, without any action by Cardinal, MFC or any Cardinal shareholder, into the right to receive (i) a number of shares of MFC’s $4.00 par value common stock (“MFC Common Stock”) calculated in the manner described below, and (ii) one whole share of a newly created series of MFC’s convertible preferred stock (“MFC Series B Preferred Stock”). The number of shares of MFC Common Stock into which each share of Cardinal Stock is converted at the Effective Time shall be the number (rounded to four decimal places) equal to $12.00 divided by the “Market Value” (as defined below). For purposes of this Paragraph 1.05, the “Market Value” of a share of MFC Common Stock shall be the average of the closing per share trade prices of MFC Common Stock as reported on the OTC Bulletin Board (or, if MFC Common Stock is then traded on The Nasdaq Stock Market, on Nasdaq) for the 20 trading days immediately preceding the business day prior to the “Closing Date” (as defined in Paragraph 1.07 below) on which trades of MFC Common Stock are reported; provided however that, for purposes of calculating the numbers of shares of MFC Common Stock into which Cardinal Stock will be converted, the Market Value used in the calculation shall not exceed $26.82 or be less than $17.88. If the amount determined as described above as the Market Value is more than $26.82, then the Market Value shall be deemed to be $26.82, and if the amount determined as described above as the Market Value is less than $17.88, then the Market Value shall be deemed to be $17.88. At the Effective Time, and without any action by Cardinal, MFC or any Cardinal shareholder, Cardinal’s stock transfer books shall be closed and there shall be no further transfers of Cardinal Stock on its stock transfer books or the registration of any transfer of a certificate evidencing Cardinal Stock (a “Cardinal Certificate”) by any holder thereof, and the holders of Cardinal Certificates shall cease to be, and shall have no further rights as, stockholders of Cardinal other than as provided in this Plan of MergerAgreement. Following the Effective Time, Cardinal Certificates shall evidence only the right of the registered holders thereof to receive certificates evidencing the numbers of whole shares of MFC Common Stock and MFC Series B Preferred Stock into which their Cardinal Stock was converted at the Effective Time, together with cash for any fractional shares calculated as described in Paragraph 1.05(f) below, or, in the case of Cardinal Stock held by shareholders who properly shall have exercised their right of dissent and appraisal under Article 15 of the Virginia Stock Corporation Act (“Dissenters’ Rights”), cash as provided in that statute.

Conversion of Cardinal Stock. Except as otherwise provided in this Plan of Merger, at the Effective Time all rights of Cardinal’s 's shareholders with respect to all outstanding shares of Cardinal’s 's $10.00 par value common stock (“"Cardinal Stock”") shall cease to exist and, as consideration for and to effect the Merger, each such outstanding share shall be converted, without any action by Cardinal, MFC or any Cardinal shareholder, into the right to receive (i) a number of shares of MFC’s 's $4.00 par value common stock (“"MFC Common Stock”") calculated in the manner described below, and (ii) one whole share an equal number of shares of a newly created series of MFC’s convertible preferred stock (“"MFC Series B Preferred Stock). The number of shares of MFC Common Stock into which each share of Cardinal Stock is converted at the Effective Time shall be the number (rounded to four decimal places) equal to $12.00 divided by the "Market Value" (as defined below). The number of shares of MFC Series B Preferred Stock into which each share of Cardinal Stock is converted at the Effective Time shall be the same as the number of shares of MFC Common Stock calculated as described above. For purposes of this Paragraph 1.05, the “"Market Value” " of a share of MFC Common Stock shall be the average of the closing per share trade prices of MFC Common Stock as reported on the EXHIBIT 2.1 OTC Bulletin Board (or, if MFC Common Stock is then traded on The Nasdaq Stock Market, on Nasdaq) for the 20 trading days immediately preceding the business day prior to the “"Closing Date” " (as defined in Paragraph 1.07 below) on which trades of MFC Common Stock are reported; provided however that, for purposes of calculating the numbers of shares of MFC Common Stock and MFC Series B Preferred Stock into which Cardinal Stock will be converted, the Market Value used in the calculation shall not exceed $26.82 or be less than $17.88. If the amount determined as described above as the Market Value is more than $26.82, then the Market Value shall be deemed to be $26.82, and if the amount determined as described above as the Market Value is less than $17.88, then the Market Value shall be deemed to be $17.88. At the Effective Time, and without any action by Cardinal, MFC or any Cardinal shareholder, Cardinal’s 's stock transfer books shall be closed and there shall be no further transfers of Cardinal Stock on its stock transfer books or the registration of any transfer of a certificate evidencing Cardinal Stock (a “"Cardinal Certificate”") by any holder thereof, and the holders of Cardinal Certificates shall cease to be, and shall have no further rights as, stockholders of Cardinal other than as provided in this Plan of Merger. Following the Effective Time, Cardinal Certificates shall evidence only the right of the registered holders thereof to receive certificates evidencing the numbers of whole shares of MFC Common Stock and MFC Series B Preferred Stock into which their Cardinal Stock was converted at the Effective Time, together with cash for any fractional shares calculated as described in Paragraph 1.05(f) below, or, in the case of Cardinal Stock held by shareholders who properly shall have exercised their right of dissent and appraisal under Article 15 of the Virginia Stock Corporation Act (“"Dissenters’ ' Rights”"), cash as provided in that statute.

Conversion of Cardinal Stock. Except as otherwise provided in this Plan of MergerAgreement, at the Effective Time all rights of Cardinal’s 's shareholders with respect to all outstanding shares of Cardinal’s 's $10.00 par value common stock (“"Cardinal Stock”") shall cease to exist and, as consideration for and to effect the Merger, each such outstanding share shall be converted, without any action by Cardinal, MFC or any Cardinal shareholder, into the right to receive (i) a number of shares of MFC’s 's $4.00 par value common stock (“"MFC Common Stock”") calculated in the manner described below, and (ii) one whole share an equal number of shares of a newly created series of MFC’s convertible preferred stock (“"MFC Series B Preferred Stock). The number of shares of MFC Common Stock into which each share of Cardinal Stock is converted at the Effective Time shall be the number (rounded to four decimal places) equal to $12.00 divided by the "Market Value" (as defined below). The number of shares of MFC Series B Preferred Stock into which each share of Cardinal Stock is converted at the Effective Time shall be the same as the number of shares of MFC Common Stock calculated as described above. For purposes of this Paragraph 1.05, the “"Market Value” " of a share of MFC Common Stock shall be the average of the closing per share trade prices of MFC Common Stock as reported on the OTC Bulletin Board (or, if MFC Common Stock is then traded on The Nasdaq Stock Market, on Nasdaq) for the 20 trading days immediately preceding the business day prior to the “"Closing Date” " (as defined in Paragraph 1.07 below) on which trades of MFC Common Stock are reported; provided however that, for purposes of calculating the numbers of shares of MFC Common Stock and MFC Series B Preferred Stock EXHIBIT 2.1 into which Cardinal Stock will be converted, the Market Value used in the calculation shall not exceed $26.82 or be less than $17.88. If the amount determined as described above as the Market Value is more than $26.82, then the Market Value shall be deemed to be $26.82, and if the amount determined as described above as the Market Value is less than $17.88, then the Market Value shall be deemed to be $17.88. At the Effective Time, and without any action by Cardinal, MFC or any Cardinal shareholder, Cardinal’s 's stock transfer books shall be closed and there shall be no further transfers of Cardinal Stock on its stock transfer books or the registration of any transfer of a certificate evidencing Cardinal Stock (a “"Cardinal Certificate”") by any holder thereof, and the holders of Cardinal Certificates shall cease to be, and shall have no further rights as, stockholders of Cardinal other than as provided in this Plan of MergerAgreement. Following the Effective Time, Cardinal Certificates shall evidence only the right of the registered holders thereof to receive certificates evidencing the numbers of whole shares of MFC Common Stock and MFC Series B Preferred Stock into which their Cardinal Stock was converted at the Effective Time, together with cash for any fractional shares calculated as described in Paragraph 1.05(f) below, or, in the case of Cardinal Stock held by shareholders who properly shall have exercised their right of dissent and appraisal under Article 15 of the Virginia Stock Corporation Act (“"Dissenters’ ' Rights”"), cash as provided in that statute.