Common use of Conversion of CBI Common Stock Clause in Contracts

Conversion of CBI Common Stock. At the Effective Time, subject to Section 2.2(e) hereof, by virtue of the Merger, and without any action on the part of Bancorp, CBI or the holder of any share of the common stock, par value $2.50 per share, of CBI ("CBI Common Stock"), each share of CBI Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of CBI Common Stock held (x) in CBI's treasury or (y) directly or indirectly by Bancorp or CBI or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Shares, as such terms are defined below)) shall be converted into the right to receive 0.95 shares (the "Exchange Ratio") of common stock, $5.00 par value per share, of Bancorp ("Bancorp Common Stock"). All of the shares of CBI Common Stock converted into Bancorp Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be canceled and shall cease to exist as of the Effective Time, and each certificate (each a "CBI Certificate") previously representing any such shares of CBI Common Stock shall thereafter represent the right to receive (i) a certificate representing the number of whole shares of Bancorp Common Stock and (ii) cash in lieu of fractional shares into which the shares of CBI Common Stock represented by such CBI Certificate have been converted pursuant to this Section 1.4 and Section 2.2(e) hereof. CBI Certificates previously representing shares of CBI Common Stock shall be exchanged for certificates representing whole shares of Bancorp Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such CBI Certificates in accordance with Section 2.2 hereof, without any interest thereon. If prior to the Effective Time (or as of a record date prior to the Effective Time) the outstanding shares of Bancorp Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in Bancorp's capitalization, then an appropriate and proportionate adjustment shall be made to the Exchange Ratio. At the Effective Time, all shares of CBI Common Stock that are owned by CBI as treasury stock and all shares of CBI Common Stock that are owned directly or indirectly by Bancorp or CBI or any of their respective Subsidiaries (other than shares of CBI Common Stock held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity that are beneficially owned by third parties (any such shares, and shares of Bancorp Common Stock that are similarly held, whether held directly or indirectly by Bancorp or CBI, as the case may be, being referred to herein as "Trust Account Shares") and other than any shares of CBI Common Stock held by Bancorp or CBI or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of CBI Common Stock, and shares of Bancorp Common Stock that are similarly held, whether held directly or indirectly by Bancorp or CBI or any of their respective Subsidiaries, being referred to herein as "DPC Shares")) shall be canceled and shall cease to exist and no stock of Bancorp or other consideration shall be delivered in exchange therefor. All shares of Bancorp Common Stock that are owned by CBI or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become authorized but unissued stock of Bancorp.

Conversion of CBI Common Stock. At the Effective Effec- tive Time, subject to Section 2.2(e) hereof, by virtue of the Merger, and without any action on the part of Bancorp, CBI or the holder of any share of the common stock, par value $2.50 per share, of CBI ("CBI Common Stock"), each share of CBI Common Com- mon Stock issued and outstanding immediately prior to the Effective Ef- fective Time (other than shares of CBI Common Stock held (x) in CBI's treasury or (y) directly or indirectly by Bancorp or CBI or any of their respective Subsidiaries (as defined below) (except ex- cept for Trust Account Shares and DPC Shares, as such terms are defined below)) shall be converted into the right to receive 0.95 .95 shares (the "Exchange Ratio") of common stock, $5.00 par value per share, of Bancorp ("Bancorp Common Stock"). All of the shares of CBI Common Stock converted into Bancorp Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be canceled and shall cease to exist as of the Effective Time, and each certificate (each a "CBI Certificate") previously representing any such shares of CBI Common Stock shall thereafter represent the right to receive (i) a certificate representing the number of whole shares of Bancorp Common Stock and (ii) cash in lieu of fractional frac- tional shares into which the shares of CBI Common Stock represented repre- sented by such CBI Certificate have been converted pursuant to this Section 1.4 and Section 2.2(e) hereof. CBI Certificates previously representing shares of CBI Common Stock shall be exchanged for certificates representing whole shares of Bancorp Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such CBI Certificates Certifi- xxxxx in accordance with Section 2.2 hereof, without any interest inter- est thereon. If prior to the Effective Time (or as of a record date prior to the Effective Time) the outstanding shares of Bancorp Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or of securities as a result of a reorganization, recapitalizationrecapi- talization, reclassification, stock dividend, stock split, reverse re- verse stock split, or other similar change in Bancorp's capitalizationcapi- talization, then an appropriate and proportionate adjustment shall be made to the Exchange Ratio. At the Effective Time, all shares of CBI Common Stock that are owned by CBI as treasury stock and all shares of CBI Common Stock that are owned directly or indirectly by Bancorp or CBI or any of their respective Subsidiaries (other than shares of CBI Common Stock held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity that are beneficially owned by third parties (any such shares, and shares of Bancorp Common Stock that are similarly held, whether held directly or indirectly by Bancorp or CBI, as the case may be, being referred to herein as "Trust Account Shares") and other than any shares of CBI Common Stock held by Bancorp or CBI or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of CBI Common Stock, and shares of Bancorp Common Stock that are similarly held, whether held directly or indirectly by Bancorp or CBI or any of their respective Subsidiaries, being referred to herein as "DPC Shares")) shall be canceled and shall cease to exist and no stock of Bancorp or other consideration shall be delivered in exchange therefor. All shares of Bancorp Common Com- mon Stock that are owned by CBI or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become authorized but unissued stock of Bancorp.

Conversion of CBI Common Stock. At the Effective Time, subject to Section 2.2(e) hereof, by virtue of the Merger, Merger and without any action on the part of Bancorp, CBI or the holder of any shares of the capital stock of Merger Sub or CBI: Each share of capital stock of Merger Sub that is outstanding immediately before the common stock, par value $2.50 per share, of CBI ("CBI Common Stock"), each Effective Time shall be converted into and become one fully paid and non-assessable share of CBI Common Capital Stock. Each share of CBI Capital Stock issued and outstanding held by CBI as treasury stock immediately prior to the Effective Time (other than shares shall be cancelled, and no payment shall be made in respect thereof. Subject to Section 2.4(e), each share of issued and outstanding CBI Common Capital Stock held (x) in CBI's treasury or (y) directly or indirectly by Bancorp or CBI or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Sharesshall be cancelled and, as such terms are defined below)) at the Effective Time, shall be converted into the right to receive 0.95 shares (the "Exchange Ratio") of common stockCommon Share Price, $5.00 par value per share, of Bancorp ("Bancorp Common Stock"). All of payable to the shares of CBI Common Stock converted into Bancorp Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be canceled and shall cease to exist as of the Effective Time, and each certificate (each a "CBI Certificate") previously representing any such shares of CBI Common Stock shall thereafter represent the right to receive (i) a certificate representing the number of whole shares of Bancorp Common Stock and (ii) cash holder thereof in lieu of fractional shares into which the shares of CBI Common Stock represented by such CBI Certificate have been converted pursuant to this Section 1.4 and Section 2.2(e) hereof. CBI Certificates previously representing shares of CBI Common Stock shall be exchanged for certificates representing whole shares of Bancorp Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such CBI Certificates in accordance with Section 2.2 hereofcash, without any interest thereon, upon surrender of the certificate representing such issued and outstanding share. If prior to The Merger Consideration shall be the amount of cash that is the product of the Common Share Price multiplied by the shares of CBI Capital Stock outstanding at the Effective Time (other than such shares that are owned by CFC, Chemung Bank, CBI, Canton Bank or as any of a record their Affiliates. As of the date prior to of this Agreement, the Effective Time) the outstanding Merger Consideration would be $7,651,632, based upon 28,131 shares of Bancorp Common CBI Capital Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in Bancorp's capitalization, then an appropriate and proportionate adjustment shall be made to the Exchange Ratio($272.00 x 28,131 = $7,651,632). At the Effective Time, all shares of CBI Common Capital Stock that are owned by CBI as treasury stock shall no longer be outstanding and all shares of CBI Common Stock that are owned directly or indirectly by Bancorp or CBI or any of their respective Subsidiaries (other than shares of CBI Common Stock held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity that are beneficially owned by third parties (any such shares, and shares of Bancorp Common Stock that are similarly held, whether held directly or indirectly by Bancorp or CBI, as the case may be, being referred to herein as "Trust Account Shares") and other than any shares of CBI Common Stock held by Bancorp or CBI or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of CBI Common Stock, and shares of Bancorp Common Stock that are similarly held, whether held directly or indirectly by Bancorp or CBI or any of their respective Subsidiaries, being referred to herein as "DPC Shares")) automatically shall be canceled cancelled and retired and shall cease to exist exist, and each holder of a certificate representing any such share shall cease to have any rights with respect thereto, except the right to receive, for each share of CBI Capital Stock held as of the Effective Time, the Common Share Price; provided that this shall not affect the rights of holders of CBI Capital Stock who have perfected their right to dissent from the Merger under applicable Law. Notwithstanding any other provision contained in this Agreement, no stock of Bancorp or other consideration Dissenting Shares shall be delivered in exchange thereforcancelled pursuant to this Section 2.4 unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, his or her right to dissent from the Merger under applicable Law and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of applicable Law. All If any holder of Dissenting Shares shall have so failed to perfect or shall have effectively withdrawn or lost such holder's right to dissent from the Merger, each of such holder's shares of Bancorp CBI Capital Stock shall thereupon be deemed to have been cancelled and to have become, as of the Effective Time, the right to receive the Common Stock that are owned by CBI or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become authorized but unissued stock of BancorpShare Price, as applicable.