Dividends; Termination of DRIP Plan. After the date of this Agreement, CBSI and Xxxxxx shall coordinate with the other regarding the declaration of any dividends in respect of CBSI Common Stock and Xxxxxx Common Stock and the record dates and payment dates relating thereto, it being the intention of the parties hereto that holders of Xxxxxx Common Stock shall not receive dividends other than regular dividends thereon, subject to any regulatory limitations, or fail to receive such regular dividends subject to any regulatory limitations, for any calendar quarter prior to the Effective Time with respect to their shares of Xxxxxx Common Stock and for any calendar quarter following the Effective Time with respect to any shares of CBSI Common Stock that such holder receives as Merger Consideration. Xxxxxx shall suspend its DRIP Plan effective as of the date of this Agreement with the effect that no additional shares of Xxxxxx Common Stock shall be issued thereunder prior to the Effective Time or the termination of this Agreement. Prompt notice of such suspension shall be given to all Xxxxxx shareholders. Upon the Effective Time, the DRIP Plan shall be terminated, and Xxxxxx and CBSI shall cooperate in providing any required notice of such termination of such termination to the shareholders of Xxxxxx.
Appears in 2 contracts
Samples: Merger Agreement (Community Bank System Inc), Merger Agreement (Community Bank System Inc)
Dividends; Termination of DRIP Plan. After the date of this Agreement, CBSI and Xxxxxx Oneida shall coordinate with the other regarding the declaration of any dividends in respect of CBSI Common Stock and Xxxxxx Oneida Common Stock and the record dates and payment dates relating thereto, it being the intention of the parties hereto that holders of Xxxxxx Oneida Common Stock shall not receive dividends other than regular dividends thereon, subject to any regulatory limitations, or fail to receive such regular dividends subject to any regulatory limitations, for any calendar quarter prior to the Effective Time with respect to their shares of Xxxxxx Oneida Common Stock and for any calendar quarter following the Effective Time with respect to any shares of CBSI Common Stock that such holder receives as Merger Consideration. Xxxxxx Oneida shall suspend its DRIP Plan effective as of the date of this Agreement with the effect that no additional shares of Xxxxxx Oneida Common Stock shall be issued thereunder prior to the Effective Time or the termination of this Agreement. Prompt notice of such suspension shall be given to all Xxxxxx Oneida shareholders. Upon the Effective Time, the DRIP Plan shall be terminated, and Xxxxxx Oneida and CBSI shall cooperate in providing any required notice of such termination of such termination to the shareholders of XxxxxxOneida.
Appears in 2 contracts
Samples: Merger Agreement (Community Bank System, Inc.), Merger Agreement (Oneida Financial Corp.)
Dividends; Termination of DRIP Plan. After the date of this Agreement, CBSI and Xxxxxx Wxxxxx shall coordinate with the other regarding the declaration of any dividends in respect of CBSI Common Stock and Xxxxxx Wxxxxx Common Stock and the record dates and payment dates relating thereto, it being the intention of the parties hereto that holders of Xxxxxx Wxxxxx Common Stock shall not receive dividends other than regular dividends thereon, subject to any regulatory limitations, or fail to receive such regular dividends subject to any regulatory limitations, for any calendar quarter prior to the Effective Time with respect to their shares of Xxxxxx Wxxxxx Common Stock and for any calendar quarter following the Effective Time with respect to any shares of CBSI Common Stock that such holder receives as Merger Consideration. Xxxxxx Wxxxxx shall suspend its DRIP Plan effective as of the date of this Agreement with the effect that no additional shares of Xxxxxx Wxxxxx Common Stock shall be issued thereunder prior to the Effective Time or the termination of this Agreement. Prompt notice of such suspension shall be given to all Xxxxxx Wxxxxx shareholders. Upon the Effective Time, the DRIP Plan shall be terminated, and Xxxxxx Wxxxxx and CBSI shall cooperate in providing any required notice of such termination of such termination to the shareholders of XxxxxxWxxxxx.
Appears in 1 contract
Samples: Merger Agreement (Wilber CORP)