Common use of Conversion of SFC Stock Clause in Contracts

Conversion of SFC Stock. Except as otherwise provided in this Agreement, at the Effective Time all rights of SFC’s shareholders with respect to all outstanding shares of SFC Stock shall cease to exist and, as consideration for and to effect the Merger, each such outstanding share (not to exceed an aggregate of the 4,525,855 shares outstanding on the date of this Agreement and up to 664,848 shares for which options to purchase SFC Stock have been issued by SFC and could be exercised before the Closing) shall be converted, without any action by SFC, FCB or any SFC shareholder, into the right to receive cash in the amount of $22.00, all in the manner and subject to the limitations described in this Agreement. At the Effective Time, and without any action by FCB, SFC or any SFC shareholder, SFC’s stock transfer books shall be closed and there shall be no further transfers of SFC Stock on its stock transfer books or the registration of any transfer of a certificate evidencing SFC Stock (a “SFC Certificate”) by any holder thereof, and the holders of SFC Certificates shall cease to be, and shall have no further rights as, shareholders of SFC other than as provided in this Agreement. Following the Effective Time, SFC Certificates shall evidence only the right of the registered holders thereof to receive the consideration into which their SFC Stock was converted at the Effective Time as provided in this Paragraph 2.04(a), or, in the case of SFC Stock held by shareholders who properly shall have exercised Dissenters’ Rights, cash as provided in Paragraph 2.04(e) below.

Conversion of SFC Stock. Except as otherwise provided in this Agreement, at the Effective Time all rights of SFC’s shareholders with respect to all outstanding shares of SFC Stock shall cease to exist and, as consideration for and to effect the Merger, each such outstanding share (not to exceed an aggregate of the 4,525,855 shares outstanding on the date of this Agreement and up to 664,848 shares for which options to purchase SFC Stock have been issued by SFC and could be exercised before the Closing) shall be converted, without any action by SFC, FCB or any SFC shareholder, into the right to receive cash in the amount of $22.00, all in the manner and subject to the limitations described in this Agreement. At the Effective Time, and without any action by FCB, SFC or any SFC shareholder, SFC’s stock transfer books shall be closed and there shall be no further transfers of SFC Stock on its stock transfer books or the registration of any transfer of a certificate evidencing SFC Stock (a “SFC Certificate”) by any holder thereof, and the holders of SFC Certificates shall cease to be, and shall have no further rights as, shareholders of SFC other than as provided in this Agreement. Following the Effective Time, SFC Certificates shall evidence only the right of the registered holders thereof to receive the consideration into which their SFC Stock was converted at the Effective Time as provided in this 5 Paragraph 2.04(a), or, in the case of SFC Stock held by shareholders who properly shall have exercised Dissenters’ Rights, cash as provided in Paragraph 2.04(e) below.

Conversion of SFC Stock. Except as otherwise provided in this AgreementPlan of Merger, at the Effective Time all rights of SFC’s shareholders with respect to all outstanding shares of SFC’s $1.00 par value common stock (“SFC Stock Stock”) shall cease to exist and, as consideration for and to effect the Merger, each such outstanding share (not to exceed an aggregate of the 4,525,855 shares outstanding on the date of this Agreement and up to 664,848 shares for which options to purchase SFC Stock have been issued by SFC and could be exercised before the Closing) shall be converted, without any action by SFC, FCB or any SFC shareholder, into the right to receive cash in the amount of $22.00, all in the manner and subject to the limitations described in this AgreementPlan of Merger. At the Effective Time, and without any action by FCB, SFC or any SFC shareholder, SFC’s stock transfer books shall be closed and there shall be no further transfers of SFC Stock on its stock transfer books or the registration of any transfer of a certificate evidencing SFC Stock (a “SFC Certificate”) by any holder thereof, and the holders of SFC Certificates shall cease to be, and shall have no further rights as, shareholders of SFC other than as provided in this AgreementPlan of Merger. Following the Effective Time, SFC Certificates shall evidence only the right of the registered holders thereof to receive the consideration into which their SFC Stock was converted at the Effective Time as provided in this Paragraph 2.04(a5(a), or, or in the case of SFC Stock held by shareholders who properly shall have exercised “Dissenters’ Rights” (as defined in Paragraph 5(e)), cash as provided in Paragraph 2.04(e) belowTitle 13 of the South Carolina Business Corporation Act of 1988.

Conversion of SFC Stock. Except as otherwise provided in this AgreementPlan of Merger, at the Effective Time all rights of SFC’s shareholders with respect to all outstanding shares of SFC’s $1.00 par value common stock (“SFC Stock Stock”) shall cease to exist and, as consideration for and to effect the Merger, each such outstanding share (not to exceed an aggregate of the 4,525,855 shares outstanding on the date of this Agreement and up to 664,848 shares for which options to purchase SFC Stock have been issued by SFC and could be exercised before the Closing) shall be converted, without any action by SFC, FCB or any SFC shareholder, into the right to receive cash in the amount of $22.00, all in the manner and subject to the limitations described in this AgreementPlan of Merger. A-1 At the Effective Time, and without any action by FCB, SFC or any SFC shareholder, SFC’s stock transfer books shall be closed and there shall be no further transfers of SFC Stock on its stock transfer books or the registration of any transfer of a certificate evidencing SFC Stock (a “SFC Certificate”) by any holder thereof, and the holders of SFC Certificates shall cease to be, and shall have no further rights as, shareholders of SFC other than as provided in this AgreementPlan of Merger. Following the Effective Time, SFC Certificates shall evidence only the right of the registered holders thereof to receive the consideration into which their SFC Stock was converted at the Effective Time as provided in this Paragraph 2.04(a5(a), or, or in the case of SFC Stock held by shareholders who properly shall have exercised “Dissenters’ Rights” (as defined in Paragraph 5(e)), cash as provided in Paragraph 2.04(e) belowTitle 13 of the South Carolina Business Corporation Act of 1988.