Conversion of Seller Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Seller, Buyer or the holder of any of the following securities: (a) Each share of voting common stock, no par value per share, of Buyer (the “Buyer Common Stock”) and Buyer Non-Voting Common Stock (as hereinafter defined) issued and outstanding immediately before the Effective Time shall remain issued and outstanding and shall not be affected by the Merger. (b) All shares of common stock, $1.00 par value, of Seller issued and outstanding immediately before the Effective Time (the “Seller Common Stock”) that are owned, directly or indirectly, by Seller, Buyer or Buyer Bank (other than shares of Seller Common Stock held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties (any such shares, “Trust Account Common Shares”) or shares held as a result of debts previously contracted) shall no longer be outstanding, shall automatically be cancelled and shall cease to exist and no stock of Buyer and no other consideration shall be delivered in exchange therefor. (c) Each share of Seller Common Stock (excluding shares held by Buyer, Buyer Bank, or Seller or any of their respective Subsidiaries, in each case other than Trust Account Common Shares or shares held as a result of debts previously contracted) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive the following (the “Merger Consideration”): (i) Except as set forth in clauses (ii) and (iii) below, 0.950 shares of Buyer Common Stock (the “Common Stock Merger Consideration”); (ii) In the event that the volume weighted average price of a share of Buyer Common Stock for a twenty (20) trading day period, starting with the opening of trading on the twenty-first (21st) trading day prior to the Closing Date to the closing of trading on the second to last trading day prior to the Closing Date, as reported by Bloomberg Finance L.P. (the “BNC VWAP”) is less than $16.85, then each share of Seller Common Stock shall be converted into and exchanged for the right to receive: (A) the Common Stock Merger Consideration, plus (B) cash in an amount equal to the difference between (1) $16.00 and (2) 0.95 times the BNC VWAP; provided, however, that the aggregate amount of cash consideration to be paid by Buyer pursuant to this Section 1.4(c)(ii) shall not exceed $5.0 million; provided, further, that if the amount of cash consideration payable to holders of Seller Common Stock is reduced pursuant to the immediately preceding proviso, then such reduction shall be applied ratably to the payments to be paid by Buyer in respect of each share of Seller Common Stock; (iii) In the event that the BNC VWAP is greater than $18.00, then each share of Seller Common Stock shall be converted into and exchanged for the right to receive the number of shares of Buyer Common Stock as determined by the following formula: (d) From and after the Effective Time, all of the shares of Seller Common Stock shall no longer be outstanding, shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Seller Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the merger consideration as provided in Section 1.4(c) into which the shares of Seller Common Stock represented by such Certificate have been converted pursuant to this Section 1.4, as well as any dividends to which holders of Seller Common Stock become entitled in accordance with Section 2.2.
Appears in 1 contract
Samples: Merger Agreement (BNC Bancorp)
Conversion of Seller Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of SellerParent, Buyer Seller or the holder of any of the following securities:
(a) Each share of voting common stock, no par value $0.01 per share, of Buyer (the “Buyer Common Stock”) and Buyer Non-Voting Common Stock (as hereinafter defined) issued and outstanding immediately before the Effective Time shall remain issued and outstanding and shall not be affected by the Merger.
(b) All shares of common stock, $1.00 par value, of Seller issued and outstanding immediately before prior to the Effective Time (the “Seller Common Stock”), except for (1) that are ownedshares of Seller Common Stock owned by Seller as treasury stock (“Treasury Stock”) or (2) shares of Seller Common Stock owned by Seller or Parent (together with the Treasury Stock, directly or indirectly, by Seller, Buyer or Buyer Bank the “Excluded Shares”) (other than shares of Seller Common Stock held in any Seller Benefit Plans or related trust accounts, managed accounts accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties (any such shares, “Trust Account Common Shares”) capacity or shares held as a result of debts previously contracted) shall no longer be outstandingcontracted (collectively, the “Exception Shares”)), shall automatically be cancelled and shall cease to exist and no stock of Buyer and no other consideration shall be delivered in exchange therefor.
(c) Each share of Seller Common Stock (excluding shares held by Buyer, Buyer Bank, or Seller or any of their respective Subsidiariesconverted, in each case other than Trust Account Common Shares or shares held as a result of debts previously contracted) issued and outstanding at accordance with the Effective Time shall cease to be outstanding and shall be converted procedures set forth in this Agreement, into and exchanged for the right to receive the following (the “Merger Consideration”):), without interest,
(i) Except as set forth $2.54 in clauses (ii) and (iii) below, 0.950 shares of Buyer Common Stock cash (the “Common Stock Merger Cash Consideration”);; and
(ii) In the event that the volume weighted average price of a share of Buyer Common Stock for a twenty (20) trading day period, starting with the opening of trading on the twenty-first (21st) trading day prior to the Closing Date to the closing of trading on the second to last trading day prior to the Closing Date, as reported by Bloomberg Finance L.P. 1.027 (the “BNC VWAPExchange Ratio”) is less than $16.85common shares (the “Stock Consideration”) of Parent, then each share of Seller Common Stock shall be converted into and exchanged for it being understood that upon the right to receive: (A) the Common Stock Merger ConsiderationEffective Time, plus (B) cash in an amount equal to the difference between (1) $16.00 and (2) 0.95 times the BNC VWAP; provided, however, that the aggregate amount of cash consideration to be paid by Buyer pursuant to this Section 1.4(c)(ii) shall not exceed $5.0 million; provided1.5, furtherthe Parent Common Stock, that if including the amount of cash consideration payable shares issued to former holders of Seller Common Stock is reduced pursuant to the immediately preceding provisoas Merger Consideration, then such reduction shall be applied ratably to the payments to be paid by Buyer in respect common stock of each share of Seller Common Stock;the Surviving Corporation.
(iiib) In the event that the BNC VWAP is greater than $18.00, then each share of Seller Common Stock shall be converted into and exchanged for the right to receive the number of shares of Buyer Common Stock as determined by the following formula:
(d) From and after the Effective Time, all All of the shares of Seller Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Seller Common Stock, including, for this purpose, any restricted stock outstanding pursuant to a Seller Restricted Stock Award as evidenced by a certificate (each, a an “Old Certificate”; it being understood that any reference herein to an “Old Certificate” shall be deemed to include reference to book-entry accounts evidencing ownership of shares of Seller Common Stock) shall thereafter represent only the right to receive (i) the merger consideration as provided Merger Consideration in accordance with, and subject to, Section 1.4(c1.6(a), (ii) into which cash in lieu of any fractional shares that the shares of Seller Common Stock represented by such Old Certificate have been converted into the right to receive pursuant to this Section 1.41.6 and Section 2.2(e), as well as without any interest thereon and (iii) any dividends or distributions that the holder thereof has the right to which receive pursuant to Section 2.2(b). Old Certificates previously representing shares of Seller Common Stock shall be exchanged for (i) evidence of shares in book entry form or at Parent’s option, certificates (collectively referred to herein as “New Certificates”), representing the Stock Consideration, (ii) cash in lieu of fractional shares issued in consideration therefor, and (iii) the Cash Consideration, upon the surrender of such Old Certificates in accordance with Section 2.2, without any interest thereon. If, prior to the Effective Time, the outstanding shares of Parent Common Stock or Seller Common Stock shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give holders of Seller Common Stock become entitled the same economic effect as contemplated by this Agreement prior to such event.
(c) Notwithstanding anything in accordance with Section 2.2this Agreement to the contrary, at the Effective Time, all Excluded Shares (other than the Exception Shares) shall be cancelled and shall cease to exist and neither the Merger Consideration nor any other consideration shall be delivered in exchange therefor.
Appears in 1 contract
Conversion of Seller Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Seller, Buyer or the holder of any of the following securities:
(a) Each share of voting common stock, no par value per share, of Buyer (the “Buyer Common Stock”) and Buyer Non-Voting Common Stock (as hereinafter defined) issued and outstanding immediately before the Effective Time shall remain issued and outstanding and shall not be affected by the Merger.
(b) All shares of common stock, $1.00 no par value, of Seller issued and outstanding immediately before the Effective Time, including those shares into which shares of Seller Series A Preferred Stock are converted immediately prior to the Effective Time pursuant to the Seller’s Articles (the “Seller Common Stock”) ), that are owned, directly or indirectly, by Seller, Buyer Seller or Buyer Bank (other than shares of Seller Common Stock held in trust accounts (including grantor or rabbi trust accounts)), managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties (any such shares, “Trust Account Common Shares”) or shares held as a result of debts previously contracted)) shall no longer be outstanding, shall automatically be cancelled and shall cease to exist and no stock of Buyer and no other consideration shall be delivered in exchange therefor.
(c) Each Subject to the allocation provisions of Section 1.4(f), each share of Seller Common Stock (excluding shares held by Buyer, Buyer Bank, or Seller or any of their respective Subsidiaries, in each case other than Trust Account Common Shares or shares held as a result of debts previously contracted) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive the following (the “Merger Consideration”):either:
(i) Except as set forth cash in clauses the amount of $8.85 per share (“Per Share Cash Consideration”); or
(ii) and the number of shares (iiirounded to the nearest 1/1000th of a share) below, 0.950 shares of Buyer Common Stock determined by dividing $8.85 by the 20-day volume-weighted average price of Buyer Common Stock (“BNC VWAP”) ending on the second trading day prior to closing (“Per Share Stock Consideration”) (such Per Share Cash Consideration and Per Share Stock Consideration shall be referred to as the “Common Stock Merger Consideration”);
(ii) In . However, notwithstanding the foregoing, in the event that the volume weighted average price of a share BNC VWAP immediately prior to closing is greater than $14.75, then the Per Share Stock Consideration shall equal 0.6000 shares of Buyer Common Stock for a twenty (20) trading day periodStock, starting with and in the opening of trading on event that the twenty-first (21st) trading day BNC VWAP immediately prior to the Closing Date to the closing of trading on the second to last trading day prior to the Closing Date, as reported by Bloomberg Finance L.P. (the “BNC VWAP”) is less than $16.8512.75, then then the Per Share Stock Consideration shall equal 0.6941 shares of Buyer Common Stock.
(d) Subject to the allocation provisions of Section 1.4(f) below, each shareholder of Seller may elect to receive the Per Share Stock Consideration or the Per Share Cash Consideration for each such share of Seller Common Stock shall be converted into and exchanged for the right to receive: (A) the Common Stock Merger Consideration, plus (B) cash in an amount equal to the difference between (1) $16.00 and (2) 0.95 times the BNC VWAPStock; provided, however, that the aggregate amount number of cash consideration to be paid by Buyer pursuant to this Section 1.4(c)(ii) shall not exceed $5.0 million; provided, further, that if the amount of cash consideration payable to holders shares of Seller Common Stock is reduced pursuant to the immediately preceding proviso, then such reduction shall be applied ratably to the payments to be paid by Buyer in respect of each share of Seller Common Stock;
(iii) In the event that the BNC VWAP is greater than $18.00, then each share of Seller Common Stock which shall be converted into the Per Share Stock Consideration shall be 2,060,895.
(e) If, between the date hereof and exchanged for the right to receive Effective Time, the number of outstanding shares of Buyer Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as determined by a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization, an appropriate and proportionate adjustment shall be made to the following formula:Exchange Ratio.
(df) From Election and after the Effective Time, all of the shares of Seller Common Stock shall no longer be outstanding, shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Seller Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the merger consideration as provided in Section 1.4(c) into which the shares of Seller Common Stock represented by such Certificate have been converted pursuant to this Section 1.4, as well as any dividends to which holders of Seller Common Stock become entitled in accordance with Section 2.2Allocation Procedures.
Appears in 1 contract
Samples: Merger Agreement (BNC Bancorp)
Conversion of Seller Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Sellerthe Merger Sub, Buyer the Seller or the holder of any of the following securitiesshares of the Seller Common Stock:
(a) Each share of voting the common stock, no par value $0.10 per share, of Buyer the Seller (the “Buyer "Seller Common Stock”) and Buyer Non-Voting Common Stock (as hereinafter defined") issued and outstanding immediately before prior to the Effective Time shall remain issued and outstanding and shall not be affected (collectively, "Shares") (other than Shares held (i) in the Seller's treasury or (ii) directly or indirectly by the MergerBuyer or the Seller or any of their respective subsidiaries (except for Trust Account Shares or DPC Shares)) shall become and be converted automatically into the right to receive in cash from the Buyer an amount equal to $46.50 ("Merger Consideration").
(b) All shares of common stock, $1.00 par value, of Seller issued and outstanding immediately before the Effective Time (Shares converted into the “Seller Common Stock”) that are owned, directly or indirectly, by Seller, Buyer or Buyer Bank (other than shares of Seller Common Stock held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties (any such shares, “Trust Account Common Shares”) or shares held as a result of debts previously contracted) Merger Consideration pursuant to this Article I shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist and no stock of Buyer and no other consideration shall be delivered in exchange therefor.
(c) Each share of Seller Common Stock (excluding shares held by Buyer, Buyer Bank, or Seller or any of their respective Subsidiaries, in each case other than Trust Account Common Shares or shares held as a result of debts previously contracted) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive the following (the “Merger Consideration”):
(i) Except as set forth in clauses (ii) and (iii) below, 0.950 shares of Buyer Common Stock (the “Common Stock Merger Consideration”);
(ii) In the event that the volume weighted average price of a share of Buyer Common Stock for a twenty (20) trading day period, starting with the opening of trading on the twenty-first (21st) trading day prior to the Closing Date to the closing of trading on the second to last trading day prior to the Closing Date, as reported by Bloomberg Finance L.P. (the “BNC VWAP”) is less than $16.85, then each share of Seller Common Stock shall be converted into and exchanged for the right to receive: (A) the Common Stock Merger Consideration, plus (B) cash in an amount equal to the difference between (1) $16.00 and (2) 0.95 times the BNC VWAP; provided, however, that the aggregate amount of cash consideration to be paid by Buyer pursuant to this Section 1.4(c)(ii) shall not exceed $5.0 million; provided, further, that if the amount of cash consideration payable to holders of Seller Common Stock is reduced pursuant to the immediately preceding proviso, then such reduction shall be applied ratably to the payments to be paid by Buyer in respect of each share of Seller Common Stock;
(iii) In the event that the BNC VWAP is greater than $18.00, then each share of Seller Common Stock shall be converted into and exchanged for the right to receive the number of shares of Buyer Common Stock as determined by the following formula:
(d) From and after the Effective Time, all of the shares of Seller Common Stock shall no longer be outstanding, shall automatically be cancelled canceled and shall cease to exist as of the Effective Time, and each certificate (each, a "Certificate") previously representing any such shares of Seller Common Stock (each, a “Certificate”) Shares shall thereafter represent only the right to receive the merger consideration as provided in Section 1.4(c) into which Merger Consideration. Certificates previously representing Shares shall be exchanged for the shares Merger Consideration upon the surrender of Seller Common Stock represented by such Certificate have been converted pursuant to this Section 1.4, as well as any dividends to which holders of Seller Common Stock become entitled Certificates in accordance with Section 2.22.2 hereof, without any interest thereon.
(c) At the Effective Time, all Shares that are owned by the Seller as treasury stock, all shares that are held in trust under the Seller Restricted Share Plans that have not been allocated to any individual participant, and all Shares that are owned directly or indirectly by the Buyer or the Seller or any of their respective subsidiaries (other than Shares 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, whether held directly or indirectly by the Buyer or the Seller, as the case may be, being referred to herein as "Trust Account Shares") and other than any Shares held by the Buyer or the Seller or any of their respective subsidiaries in respect of a debt previously contracted (any such Shares, whether held directly or indirectly by the Buyer or the Seller or any of their respective subsidiaries, being
Appears in 1 contract
Conversion of Seller Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Sellerthe Merger Sub, Buyer the Seller or the holder of any of the following securitiesshares of the Seller Common Stock:
(a) Each share of voting the common stock, no par value $0.01 per share, of Buyer the Seller (the “Buyer "Seller Common Stock”) and Buyer Non-Voting Common Stock (as hereinafter defined") issued and outstanding immediately before prior to the Effective Time (collectively, "Shares") (other than Shares held (i) in the Seller's treasury (which for this purpose shall remain issued include the three hundred (300) unallocated Shares in the Seller 2000 Recognition and outstanding and shall not be affected Retention Plan Trust) or (ii) directly or indirectly by the MergerBuyer or the Seller or any of their respective subsidiaries (except for Trust Account Shares, DPC Shares or Dissenting Shares)) shall become and be converted automatically into the right to receive in cash from the Buyer an amount equal to $54.00 ("Merger Consideration").
(b) All shares of common stock, $1.00 par value, of Seller issued and outstanding immediately before the Effective Time (Shares converted into the “Seller Common Stock”) that are owned, directly or indirectly, by Seller, Buyer or Buyer Bank (other than shares of Seller Common Stock held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties (any such shares, “Trust Account Common Shares”) or shares held as a result of debts previously contracted) Merger Consideration pursuant to this Article I shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist and no stock of Buyer and no other consideration shall be delivered in exchange therefor.
(c) Each share of Seller Common Stock (excluding shares held by Buyer, Buyer Bank, or Seller or any of their respective Subsidiaries, in each case other than Trust Account Common Shares or shares held as a result of debts previously contracted) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive the following (the “Merger Consideration”):
(i) Except as set forth in clauses (ii) and (iii) below, 0.950 shares of Buyer Common Stock (the “Common Stock Merger Consideration”);
(ii) In the event that the volume weighted average price of a share of Buyer Common Stock for a twenty (20) trading day period, starting with the opening of trading on the twenty-first (21st) trading day prior to the Closing Date to the closing of trading on the second to last trading day prior to the Closing Date, as reported by Bloomberg Finance L.P. (the “BNC VWAP”) is less than $16.85, then each share of Seller Common Stock shall be converted into and exchanged for the right to receive: (A) the Common Stock Merger Consideration, plus (B) cash in an amount equal to the difference between (1) $16.00 and (2) 0.95 times the BNC VWAP; provided, however, that the aggregate amount of cash consideration to be paid by Buyer pursuant to this Section 1.4(c)(ii) shall not exceed $5.0 million; provided, further, that if the amount of cash consideration payable to holders of Seller Common Stock is reduced pursuant to the immediately preceding proviso, then such reduction shall be applied ratably to the payments to be paid by Buyer in respect of each share of Seller Common Stock;
(iii) In the event that the BNC VWAP is greater than $18.00, then each share of Seller Common Stock shall be converted into and exchanged for the right to receive the number of shares of Buyer Common Stock as determined by the following formula:
(d) From and after the Effective Time, all of the shares of Seller Common Stock shall no longer be outstanding, shall automatically be cancelled canceled and shall cease to exist as of the Effective Time, and each certificate (each, a "Certificate") previously representing any such shares of Seller Common Stock (each, a “Certificate”) Shares shall thereafter represent only the right to receive the merger Merger Consideration. Certificates previously representing Shares shall be exchanged for the Merger Consideration upon the surrender of such Certificates in accordance with Section 2.2 hereof, without any interest thereon.
(c) At the Effective Time, all Shares that are owned by the Seller as treasury stock and all Shares that are owned directly or indirectly by the Buyer or the Seller or any of their respective subsidiaries (other than Shares 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, including Shares held in the (i) Seller Bank Employee Stock Ownership Plan and Trust ("Seller ESOP"); (ii) the Savings Banks Employees' Retirement Association 401(k) Plan, as adopted by Seller Bank; (iii) the Seller 2000 Recognition and Retention Plan Trust; (iv) Officers' Deferred Compensation Plan of the Seller; (v) Directors' Deferred Compensation Plan of the Seller and (vi) Seller's ESOP Restoration Plan (any such Shares, whether held directly or indirectly by the Buyer or the Seller, as the case may be, being referred to herein as "Trust Account Shares"), and other than any Shares held by the Buyer or the Seller or any of their respective subsidiaries in respect of a debt previously contracted (any such Shares which are similarly held, whether held directly or indirectly by the Buyer or the Seller or any of their respective subsidiaries, being referred to herein as "DPC Shares")) shall be canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.
(d) Notwithstanding anything in this Agreement to the contrary, Shares, the holders of which shall have delivered to the Seller a written demand for the appraisal of such Shares in the manner provided in the applicable provisions of the MBCL ("Dissenting Shares"), shall not be converted into the right to receive, or be exchangeable for, the Merger Consideration otherwise payable in exchange for such Shares pursuant to this Section 1.4 but, instead, the holders thereof shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of the MBCL; provided, however, that if any holder of Dissenting Shares (i) shall subsequently deliver a written withdrawal of his demand for appraisal of such Dissenting Shares or (ii) fails to establish his entitlement to appraisal rights as provided in Section 1.4(cSections 86 through 98, inclusive, of the MBCL, such holder or holders (as the case may be) into which shall forfeit the right to appraisal of such Dissenting Shares and each of such shares of Seller Common Stock represented by such Certificate shall thereupon be deemed to have been converted into the right to receive, and to have become exchangeable for, as of the Effective Time, the Merger Consideration otherwise payable in exchange for such Dissenting Shares pursuant to this Section 1.4, as well as without any dividends interest thereon.
(e) The Seller shall give the Buyer (i) prompt notice of any demands filed pursuant to which holders Sections 86 through 98, inclusive, of the MBCL received by the Seller, withdrawals of such demands, and any other instruments served in connection with such demands pursuant to the MBCL and received by the Seller, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands under the MBCL consistent with the obligations of the Seller Common Stock become entitled thereunder. The Seller shall not, except with the prior written consent of the Buyer, (x) make any payment with respect to, or to any person making, any such demand, (y) offer to settle or settle any such demand or (z) waive any failure to timely deliver a written demand in accordance with Section 2.2the MBCL.
Appears in 1 contract
Conversion of Seller Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Seller, Buyer Buyer, NewBridge Bank or the holder of any of the following securities:
(a) Each share of voting common stockthe Class A Common Stock (voting), no par value per share, of Buyer share (the “Buyer Common Stock”) and ), Class B Common Stock (non-voting), no par value per share (“Buyer Non-Voting Common Stock Stock”), and the Fixed Rate Cumulative Perpetual Preferred Stock, Series A (as hereinafter defined) “Series A Preferred Stock”), of Buyer issued and outstanding immediately before the Effective Time shall remain issued and outstanding and shall not be affected by the Merger.
(b) All shares of common stock, par value $1.00 par value5.00 per share, of Seller issued and outstanding immediately before the Effective Time (the “Seller Common Stock”) that are owned, directly or indirectly, by Seller, Buyer or Buyer NewBridge Bank (other than shares of Seller Common Stock held in trust accounts (including grantor or rabbi trust accounts), managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties (any such shares, “Trust Account Common Shares”) or shares held and other than as a result of debts previously contracted) shall no longer be outstanding, shall automatically be cancelled and shall cease to exist exist, and no stock of Buyer and no other consideration shall be delivered in exchange therefor.
(c) Each share of Seller Common Stock (excluding shares held that are owned, directly or indirectly, by Buyer, Buyer NewBridge Bank, or Seller or any of their respective SubsidiariesSeller, in each case other than Trust Account Common Shares or shares held as a result of debts previously contracted) issued and outstanding at immediately before the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive the following 2.25 shares (the “Merger ConsiderationExchange Ratio”):
(i) Except as set forth in clauses (ii) and (iii) below, 0.950 shares of Buyer Common Stock (the “Common Stock Merger Consideration”);
(ii) In the event that the volume weighted average price of a share of Buyer Common Stock for a twenty (20) trading day period, starting with the opening of trading on the twenty-first (21st) trading day prior to the Closing Date to the closing of trading on the second to last trading day prior to the Closing Date, as reported by Bloomberg Finance L.P. (the “BNC VWAP”) is less than $16.85, then each share of Seller Common Stock shall be converted into and exchanged for the right to receive: (A) the Common Stock Merger Consideration, plus (B) cash in an amount equal to the difference between (1) $16.00 and (2) 0.95 times the BNC VWAP; provided, however, that the aggregate amount of cash consideration to be paid by Buyer pursuant to this Section 1.4(c)(ii) shall not exceed $5.0 million; provided, further, that if the amount of cash consideration payable to holders of Seller Common Stock is reduced pursuant to the immediately preceding proviso, then such reduction shall be applied ratably to the payments to be paid by Buyer in respect of each share of Seller Common Stock;
(iii) In the event that the BNC VWAP is greater than $18.00, then each share of Seller Common Stock shall be converted into and exchanged for the right to receive the number of shares of Buyer Common Stock as determined by the following formula:.
(d) From and after the Effective Time, all of the shares of Seller Common Stock (other than those to be cancelled pursuant to Section 1.4(b)) shall no longer be outstanding, shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Seller Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the merger consideration as provided in Section 1.4(c) Merger Consideration into which the shares of Seller Common Stock represented by such Certificate have been converted pursuant to this Section 1.4, as well as any dividends to which holders of Seller Common Stock become entitled in accordance with Section 2.2.
(e) Each share of the common stock of NewBridge Bank issued and outstanding immediately before the Effective Time shall remain issued and outstanding and shall not be affected by the Merger.
Appears in 1 contract
Samples: Merger Agreement (Newbridge Bancorp)
Conversion of Seller Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of SellerParent, Buyer Seller or the holder of any of the following securities:
(a) Each share of voting Subject to Sections 2.1, 2.2 and 2.4(e), each common stock, no par value per share, of Buyer (the “Buyer Common Stock”) and Buyer Non-Voting Common Stock (as hereinafter defined) issued and outstanding immediately before the Effective Time shall remain issued and outstanding and shall not be affected by the Merger.
(b) All shares of common stock, $1.00 without par value, of Seller issued and outstanding immediately before prior to the Effective Time (the “Seller Common Stock”), except for (1) that are ownedDissenting Shares, directly (2) shares of Seller Common Stock owned by Seller as treasury stock (“Treasury Stock”) or indirectly(3) shares of Seller Common Stock owned by Seller or Parent (together with the Treasury Stock, by Seller, Buyer or Buyer Bank the “Excluded Shares”) (in the case of (2) and (3) other than shares of Seller Common Stock held in any Seller Benefit Plans or related trust accounts, managed accounts accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties (any such shares, “Trust Account Common Shares”) capacity or shares held as a result of debts previously contracted) shall no longer be outstandingcontracted (collectively, the “Exception Shares”)), shall automatically be cancelled and shall cease to exist and no stock of Buyer and no other consideration shall be delivered in exchange therefor.
(c) Each share of Seller Common Stock (excluding shares held by Buyer, Buyer Bank, or Seller or any of their respective Subsidiariesconverted, in each case other than Trust Account Common Shares or shares held as a result of debts previously contracted) issued and outstanding at accordance with the Effective Time shall cease to be outstanding and shall be converted procedures set forth in this Agreement, into and exchanged for the right to receive the following (the “Merger Consideration”):), without interest:
(i) Except as set forth in clauses (ii) and (iii) below, 0.950 shares For each share of Buyer Seller Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked or deemed revoked pursuant to Section 2.2 (collectively, the “Cash Election Shares”), $18.00 in cash (the “Common Stock Merger Cash Consideration”);
(ii) In the event that the volume weighted average price of a share of Buyer Common Stock for a twenty (20) trading day period, starting with the opening of trading on the twenty-first (21st) trading day prior to the Closing Date to the closing of trading on the second to last trading day prior to the Closing Date, as reported by Bloomberg Finance L.P. (the “BNC VWAP”) is less than $16.85, then For each share of Seller Common Stock shall be converted into and exchanged for the right with respect to receive: (A) the which an election to receive Parent Common Stock Merger Consideration, plus (Ba “Stock Election”) cash in an amount equal to the difference between (1) $16.00 has been effectively made and (2) 0.95 times the BNC VWAP; provided, however, that the aggregate amount of cash consideration to be paid by Buyer not revoked or deemed revoked pursuant to this Section 1.4(c)(ii2.2 (collectively, the “Stock Election Shares”), 2.736 (the “Exchange Ratio”) shall not exceed $5.0 million; providedcommon shares (the “Stock Consideration”) of Parent, furtherit being understood that upon the Effective Time, that if pursuant to Section 1.5, the amount of cash consideration payable Parent Common Stock, including the shares issued to former holders of Seller Common Stock is reduced pursuant to the immediately preceding provisoas Merger Consideration, then such reduction shall be applied ratably to the payments to be paid by Buyer in respect common stock of each share of Seller Common Stock;the Surviving Corporation; and
(iii) In the event that the BNC VWAP is greater than $18.00, then For each share of Seller Common Stock shall be converted into other than shares as to which a Cash Election or a Stock Election has been effectively made and exchanged for not revoked or deemed revoked pursuant to Section 2.2 (collectively the “Non-Election Shares”), the right to receive the number of shares of Buyer Common such Stock Consideration or Cash Consideration as is determined by the following formula:in accordance with Section 2.1.
(db) From and after the Effective Time, all All of the shares of Seller Common Stock converted into the right to receive the applicable Merger Consideration pursuant to this Article I shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Seller Common Stock (each, a an “Old Certificate”; it being understood that any reference herein to an “Old Certificate” shall be deemed to include reference to book-entry accounts evidencing ownership of shares of Seller Common Stock, and certificates for or book-entry accounts evidencing Seller Preferred Stock in the case of Deemed Converted Common Stock) shall thereafter represent only the right to receive (i) the merger consideration as provided Cash Consideration and/or the Stock Consideration in Section 1.4(caccordance with, and subject to, Sections 1.6(a), 2.1 and 2.2, (ii) into which cash in lieu of any fractional shares that the shares of Seller Common Stock represented by such Old Certificate have been converted into the right to receive pursuant to this Section 1.41.6 and Section 2.4(e), without any interest thereon and (iii) any dividends or distributions that the holder thereof has the right to receive pursuant to Section 2.4(b). Old Certificates previously representing shares of Seller Common Stock shall be exchanged for evidence of shares in book entry form or at Parent’s option, certificates (collectively referred to herein as “New Certificates”), representing the Stock Consideration (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) and/or the Cash Consideration, as well applicable, upon the surrender of such Old Certificates in accordance with Section 2.4, without any interest thereon. If, prior to the Effective Time, the outstanding shares of Parent Common Stock or Seller Common Stock shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any dividends extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to which the Merger Consideration to give holders of Seller Common Stock become entitled the same economic effect as contemplated by this Agreement prior to such event.
(c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all Excluded Shares (other than the Exception Shares) shall be cancelled and shall cease to exist and neither the Merger Consideration nor any other consideration shall be delivered in exchange therefor.
(d) Each Series A Preferred Share issued and outstanding immediately prior to the Effective Time shall be deemed to have been converted into the number of shares of Seller Common Stock as would be issuable upon a voluntary conversion of such Series A Preferred Share in accordance with Section 2.28 of Division A-1 of the Seller Articles (the “Deemed Converted Common Stock”). Each share of Deemed Converted Common Stock shall be converted into the Merger Consideration exactly as though it were a share of outstanding Seller Common Stock in accordance with Section 1.6(a) and Article II.
(e) Each outstanding share of Seller Common Stock or Seller Preferred Stock, the holder of which has complied with all requirements under OGCL Section 1701.85 to be entitled to relief as a dissenting shareholder and has not effectively withdrawn or lost such dissenters’’ rights as of the Effective Time (the “Dissenting Shares”), will not be converted into or represent a right to receive the Merger Consideration, and the holder thereof will be entitled solely to the rights granted by applicable law. Seller will give Parent prompt notice upon receipt by Seller of any demand for payment of the fair cash value of shares of Seller Common Stock or Seller Preferred Stock and of withdrawals of demand for payment and any other related communications (any shareholder duly making a demand being hereinafter called a “Dissenting Shareholder”). Parent may participate in all discussions, negotiations, and proceedings relating to a demand for payment of the fair cash value of shares of Seller Common Stock or Seller Preferred Stock. Except with advance written consent of Parent, Seller will not voluntarily make any payment on, settle or offer to settle a demand for payment, or waive a failure of timely delivery of a written demand for payment of fair cash value or of the taking of any other action by the Dissenting Shareholder as may be necessary to perfect dissenting shareholders’ rights under applicable law. Except for payments prior to the Effective Time consented to by Parent, any payments made for Dissenting Shares will be made by the Surviving Corporation.
(f) If at or before the Effective Time, whether through failure to comply with applicable requirements or otherwise, a Dissenting Shareholder withdraws or loses the right to payment, the Dissenting Shareholder’s Dissenting Shares will be converted into the right to receive the Merger Consideration in accordance with the applicable provisions of this Agreement. If after the Effective Time of the Merger, whether through failure to comply with applicable requirements or otherwise, a Dissenting Shareholder withdraws or loses the right to payment, such Dissenting Shares shall be deemed to be converted into the right to receive Cash Consideration and/or Stock Consideration, as determined by Parent in its sole discretion.
(g) If Seller’s Effective Time Book Value is less than $32,648,835 (the “Target Number”), then (i) each of (A) the Cash Consideration component of the Merger Consideration, payable with respect to each share of Seller Common Stock (including shares subject to Seller Restricted Stock Unit Awards and shares of Deemed Converted Stock) that is eligible to receive Cash Consideration; and (B) the amount payable with respect to each share of Seller Common Stock subject to a Seller Stock Option shall be reduced by a per share amount (rounded down to the nearest whole cent) equal to the quotient obtained by dividing one-half of the dollar amount of the Shortage by 2,265,750 (which is as of the date of this Agreement the number of shares of Seller Common Stock outstanding (including shares subject to Seller Restricted Stock Unit Awards and shares of Deemed Converted Stock) plus the number of unissued shares of Seller Common Stock potentially issuable under the Seller Stock Options); and (ii) the Stock Consideration for each share of Seller Common Stock (including shares subject to Seller Restricted Stock Units Awards and shares of Deemed Converted Stock) that is eligible to receive Stock Consideration shall be reduced by a number of shares equal to the quotient obtained by dividing (A) one half of the dollar amount of the Shortage divided by $6.67 by (B) the number of shares of Seller Common Stock (including shares subject to Seller Restricted Stock Unit Awards and shares of Deemed Converted Stock) that are eligible to receive Stock Consideration. For purposes of this subparagraph (g), “Effective Time Book Value” shall be calculated as the estimated shareholders’ equity of Seller plus allowance for loan and lease losses (the “Allowance”) as of the end of the month prior to the Effective Time determined in accordance with GAAP to the reasonable satisfaction of both Parent and Seller no earlier than three (3) business days prior to the Closing Date and which shall reflect an Allowance calculated in a manner consistent with Seller’s historical practices. Notwithstanding the foregoing, the calculation of “Effective Time Book Value” shall be exclusive of the following: any changes in accumulated other comprehensive income since June 30, 2016, and to the extent, and only to the extent, related to this Agreement and the transactions contemplated by this Agreement: (i) fees and expenses (including reimbursable expenses) payable to Sandler O’Xxxxx & Partners L.P. as provided in Section 3.7, (ii) all professional fees and expenses of legal counsel and accountants, (iii) expenses of calling and holding the Seller Meeting (including printing and mailing costs), (iv) termination expenses, conversion costs and penalty costs associated with vendor contracts and/or commitments to which Seller or Seller Bank is a party or otherwise bound that Parent or a Subsidiary of Parent does not intend to continue after the Effective Time, including data processing contracts and commitments, (v) filing fees and costs, (vi) any costs or expenses required to be incurred by Seller or Seller Bank by an express provision of this Agreement or otherwise incurred at the request of Parent or a Subsidiary of Parent, (vii) expenses, costs, payments to terminate change in control agreements, retention bonuses or similar payments, severance obligations and plan continuation costs pursuant to Sections 6.6(b), (c), (d) and (e), and (viii) other merger
Appears in 1 contract
Conversion of Seller Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Merger Sub, the Seller, Buyer or the holder of any of the following securitiesshares of the Seller Common Stock:
(a) Each share of voting the common stock, no par value $2.50 per share, of Buyer the Seller (the “Buyer Common Stock”) and Buyer Non-Voting Common Stock (as hereinafter defined"SELLER COMMON STOCK") issued and outstanding immediately before prior to the Effective Time shall remain issued and outstanding and shall not be affected (collectively, "SHARES") (other than Shares held (i) in the Seller's treasury or (ii) directly or indirectly by the MergerBuyer or the Seller or any of their respective subsidiaries (except for Trust Account Shares, DPC Shares or Dissenting Shares) shall become and be converted automatically into the right to receive in cash from the Buyer an amount equal to $19.75 (the "MERGER CONSIDERATION").
(b) All shares of common stock, $1.00 par value, of Seller issued and outstanding immediately before the Effective Time (Shares converted into the “Seller Common Stock”) that are owned, directly or indirectly, by Seller, Buyer or Buyer Bank (other than shares of Seller Common Stock held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties (any such shares, “Trust Account Common Shares”) or shares held as a result of debts previously contracted) Merger Consideration pursuant to this Article I shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist and no stock of Buyer and no other consideration shall be delivered in exchange therefor.
(c) Each share of Seller Common Stock (excluding shares held by Buyer, Buyer Bank, or Seller or any of their respective Subsidiaries, in each case other than Trust Account Common Shares or shares held as a result of debts previously contracted) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive the following (the “Merger Consideration”):
(i) Except as set forth in clauses (ii) and (iii) below, 0.950 shares of Buyer Common Stock (the “Common Stock Merger Consideration”);
(ii) In the event that the volume weighted average price of a share of Buyer Common Stock for a twenty (20) trading day period, starting with the opening of trading on the twenty-first (21st) trading day prior to the Closing Date to the closing of trading on the second to last trading day prior to the Closing Date, as reported by Bloomberg Finance L.P. (the “BNC VWAP”) is less than $16.85, then each share of Seller Common Stock shall be converted into and exchanged for the right to receive: (A) the Common Stock Merger Consideration, plus (B) cash in an amount equal to the difference between (1) $16.00 and (2) 0.95 times the BNC VWAP; provided, however, that the aggregate amount of cash consideration to be paid by Buyer pursuant to this Section 1.4(c)(ii) shall not exceed $5.0 million; provided, further, that if the amount of cash consideration payable to holders of Seller Common Stock is reduced pursuant to the immediately preceding proviso, then such reduction shall be applied ratably to the payments to be paid by Buyer in respect of each share of Seller Common Stock;
(iii) In the event that the BNC VWAP is greater than $18.00, then each share of Seller Common Stock shall be converted into and exchanged for the right to receive the number of shares of Buyer Common Stock as determined by the following formula:
(d) From and after the Effective Time, all of the shares of Seller Common Stock shall no longer be outstanding, shall automatically be cancelled canceled and shall cease to exist as of the Effective Time, and each certificate (each, a "CERTIFICATE") previously representing any such shares of Seller Common Stock (each, a “Certificate”) Shares shall thereafter represent only the right to receive the merger Merger Consideration. Certificates previously representing Shares shall be exchanged for the Merger Consideration upon the surrender of such Certificates in accordance with Section 2.2 hereof, without any interest thereon.
(c) At the Effective Time, all Shares that are owned by the Seller as treasury stock and all Shares that are owned directly or indirectly by the Buyer or the Seller or any of their respective subsidiaries (other than Shares 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, including Shares held in the Seller 401(k) Savings Plan (including the Employee Profit Sharing Component) (any such Shares, whether held directly or indirectly by the Buyer or the Seller, as the case may be, being referred to herein as "TRUST ACCOUNT SHARES") and other than any Shares held by the Buyer or the Seller or any of their respective subsidiaries in respect of a debt previously contracted (any such Shares which are similarly held, whether held directly or indirectly by the Buyer or the Seller or any of their respective subsidiaries, being referred to herein as "DPC SHARES")) shall be canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.
(d) Notwithstanding anything in this Agreement to the contrary, Shares, the holders of which shall have delivered to the Seller a written demand for the appraisal of such Shares in the manner provided in the applicable provisions of the MBCL ("DISSENTING SHARES"), shall not be converted into the right to receive, or be exchangeable for, the Merger Consideration otherwise payable in exchange for such Shares pursuant to this Section 1.4 but, instead, the holders thereof shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of the MBCL; PROVIDED, HOWEVER, that if any holder of Dissenting Shares (i) shall subsequently deliver a written withdrawal of his demand for appraisal of such Dissenting Shares or (ii) fails to establish his entitlement to appraisal rights as provided in Section 1.4(cSections 86 through 98, inclusive, of the MBCL, such holder or holders (as the case may be) into which shall forfeit the right to appraisal of such Dissenting Shares and each of such shares of Seller Common Stock represented by such Certificate shall thereupon be deemed to have been converted into the right to receive, and to have become exchangeable for, as of the Effective Time, the Merger Consideration otherwise payable in exchange for such Dissenting Shares pursuant to this Section 1.4, as well as without any dividends interest thereon.
(e) The Seller shall give the Buyer (i) prompt notice of any demands filed pursuant to which holders Sections 86 through 98, inclusive, of the MBCL received by the Seller, withdrawals of such demands, and any other instruments served in connection with such demands pursuant to the MBCL and received by the Seller, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands under the MBCL consistent with the obligations of the Seller Common Stock become entitled thereunder. The Seller shall not, except with the prior written consent of the Buyer, (x) make any payment with respect to, or to any person making, any such demand, (y) offer to settle or settle any such demand or (z) waive any failure to timely deliver a written demand in accordance with Section 2.2the MBCL.
Appears in 1 contract
Conversion of Seller Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Seller, Buyer Seller Bank or the holder of any securities of the following securitiesSeller:
(a) Each share of voting common stock, no par value per share, of Buyer (the “Buyer Common Stock”) and Buyer Non-Voting Seller Common Stock (as hereinafter defined) issued and outstanding immediately before prior to the Effective Time (other than the Exception Shares and Suspense Shares (each as defined below)), shall remain issued become and outstanding be converted into, as provided in and shall not be affected by subject to the Mergerlimitations set forth in this Agreement, the right to receive $15.25, without interest, in cash (the “Merger Consideration”).
(b) All shares of common stock, $1.00 par value, Each share of Seller Common Stock issued and outstanding immediately before prior to the Effective Time (the “that is held by Seller Common Stock”) that are owned, directly as treasury stock or indirectly, held by Seller, Buyer any Subsidiary of Seller or Buyer Bank (in each case other than shares of Seller Common Stock held in any employee benefit plans or related trust accounts, managed accounts accounts, mutual funds and the like, like or otherwise held in a any fiduciary or agency capacity, that are beneficially owned by third parties (any such shares, “Trust Account Common Shares”) capacity or shares held as a result of debts previously contracted) shall no longer be outstandingand each Suspense Share remitted to Seller prior to the Effective Time for purposes of repayment of the ESOP Loan as contemplated by Section 6.21 (collectively, the “Exception Shares”), shall automatically be cancelled canceled and retired and shall cease to exist exist, and no stock of Buyer and no other consideration Merger Consideration shall be delivered in exchange thereforpaid or provided with respect thereto.
(c) Each share At the Effective Time, each option to purchase shares of Seller Common Stock under Seller’s 2017 Equity Incentive Plan and 2005 Stock-Based Incentive Plan (excluding shares held by Buyercollectively, Buyer Bank, or the “Seller or any of their respective Subsidiaries, in each case other than Trust Account Common Shares or shares held as a result of debts previously contractedStock Plan”) issued that is outstanding and outstanding at unexercised immediately prior to the Effective Time (a “Seller Stock Option”), whether vested or unvested, shall cease by virtue of the Merger and without any action on the part of the holder thereof and without regard to any future vesting date thereof, automatically be outstanding cancelled and shall be converted into and exchanged for the right to receive the following (the “Merger Consideration”):
a cash payment in an amount determined by multiplying (i) Except as set forth in clauses (ii) and (iii) below, 0.950 the number of shares of Buyer Common Stock (the “Common Stock Merger Consideration”);
(ii) In the event that the volume weighted average price of a share of Buyer Common Stock for a twenty (20) trading day period, starting with the opening of trading on the twenty-first (21st) trading day prior to the Closing Date to the closing of trading on the second to last trading day prior to the Closing Date, as reported by Bloomberg Finance L.P. (the “BNC VWAP”) is less than $16.85, then each share of Seller Common Stock shall be converted into and exchanged for subject to such Seller Stock Option, by (ii) the right to receive: excess, if any, of (A) the Common Stock Merger Consideration, plus Consideration over (B) cash in an amount equal to the difference between exercise price per share of such Seller Stock Option (1) $16.00 and (2) 0.95 times the BNC VWAP“Option Consideration”); provided, however, that the aggregate amount of there shall be withheld from such cash consideration payment any applicable taxes required to be paid withheld by Buyer pursuant applicable law with respect to this Section 1.4(c)(iisuch payment. The payment of the Option Consideration shall be made by Seller or Seller Bank immediately prior to the Effective Time, subject to Buyer’s approval of the payment amounts. Seller and Seller Bank will be entitled to deduct and withhold from the Option Consideration such amounts required under the Code, or any applicable provision of U.S. federal, state or local law. For the avoidance of doubt, any Seller Stock Option that has an exercise price per share that is greater than or equal to the Merger Consideration shall be cancelled at the Effective Time for no consideration or payment.
(d) At the Effective Time, any vesting restrictions on each outstanding restricted stock award under the Seller Stock Plan shall not exceed $5.0 million; provided, further, that if the amount of cash consideration payable to holders automatically lapse and shall be treated as issued and outstanding shares of Seller Common Stock is reduced pursuant to for the immediately preceding provisopurposes of this Agreement, then such reduction including but not limited to, the provisions of this Section 2.1; provided, however, that there shall be applied ratably to the payments withheld from such cash payment any applicable taxes required to be paid withheld by Buyer in applicable law with respect of each share of Seller Common Stock;to such payment.
(iiie) In the event that the BNC VWAP is greater than $18.00, then each share of Seller Common Stock shall be converted into and exchanged for the right to receive the number of shares of Buyer Common Stock as determined by the following formula:
(d) From and after the Effective Time, all All of the shares of Seller Common Stock converted into the right to receive the Merger Consideration pursuant to this Section 2.1 shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate (each, a “Certificate,” it being understood that any reference herein to “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Seller Common Stock) previously representing any such shares of Seller Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive, for each such share, the Merger Consideration. At the Effective Time, holders of shares shall cease to be, and shall have no rights as, shareholders of Seller, other than the right to receive the merger consideration as provided in Section 1.4(cMerger Consideration.
(f) Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into which a share of common stock, $0.01 par value per share, of the shares of Seller Common Stock represented by such Certificate have been converted pursuant to this Section 1.4, as well as any dividends to which holders of Seller Common Stock become entitled in accordance with Section 2.2Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (PB Bancorp, Inc.)
