Effect on Outstanding Shares. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of a holder of shares of BYL Common Stock:
(a) each share of BYL Common Stock issued and outstanding at the Effective Time (other than (i) Dissenting Shares and (ii) shares of BYL Common Stock owned by BYL or PBOC or any of its wholly-owned subsidiaries, other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) shall become and be converted into the right to receive in cash without interest the Merger Consideration, determined in accordance with Sections 2.6(c) and (d) hereof ; and
(b) each share of BYL Common Stock owned by BYL, PBOC or any of PBOC's wholly-owned Subsidiaries at the Effective Time (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) shall be canceled and retired and shall not represent capital stock of the Surviving Corporation, and no exchange or payment shall be made with respect thereto.
(c) Subject to Section 2.6(d), the Merger Consideration for purposes of Section 2.6(a) shall be $15.00; provided, however, that if the Closing occurs (i) in the period commencing March 6, 2001 to and including June 15, 2001, the Merger Consideration shall be increased by an amount for each day subsequent to March 6, 2001 to and including the Closing Date which is equivalent to 8.0% per annum on the aggregate $15.00 per share Merger Consideration (the "Additional Merger Consideration"). Notwithstanding the foregoing, for purposes of computing the amount of Additional Merger Consideration, if any, which PBOC is obligated to pay hereunder, no Additional Merger Consideration shall be due on the date which is five days after the date that PBOC provides BYL with written notice that it has satisfied all conditions for Closing and is prepared to close the transactions contemplated by this Agreement.
(i) To the extent that the SBA Commencement Assets (as defined in the CNL Operations Agreement) have not been purchased by CCF by Xxxxxxxx 00, 0000, XXXX and the Bank acknowledge that BYL and BYL Bank shall liquidate for cash the Second Residual Interest (as defined in the CNL Operations Agreement) and not consummate the transactions contemplated by the CNL Transaction Agreements. Under such circumstances, notwithstanding anything herein to the contrary, the aggregate Merger Consideration shall be reduced by the after tax cost (utilizing BY...
Effect on Outstanding Shares. By virtue of the Merger and without any action on the part of the holder of any shares of capital stock of ICH or ACT:
(a) At the Effective Time, each share of common stock, par value $.01 per share ("ICH Common Stock"), of ICH and each share of Series B 8 1/2% Cumulative Convertible Preferred Stock, par value $.01 per share ("ICH Series B Preferred Stock" and, together with ICH Common Stock, "ICH Stock"), of ICH owned by any of its Subsidiaries (as defined below) shall, automatically and without any action on the part of the holder thereof, be canceled and retired and all rights in respect thereof shall cease to exist without any conversion thereof or payment therefor.
(b) At the Effective Time, each share of ICH Common Stock outstanding immediately prior to the Effective Time (other than as provided in Section 2.1(a) or any shares of ICH Common Stock owned by ACT or any of its Subsidiaries) shall, automatically and without any action on the part of the holder thereof, cease to be outstanding and be converted into 0.66094 (the "Exchange Ratio") of an ACT Common Share, plus cash for any fractional ACT Common Share as provided in Section 2.5. If prior to the Effective Time the outstanding shares of ICH 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 ICH's capitalization, then an appropriate and proportionate adjustment shall be made in the Exchange Ratio.
(c) Prior to the Effective Time, the holder of the outstanding shares of ICH Series B Preferred Stock shall convert all of such shares into 1,683,635 shares of ICH Common Stock; provided, however, that if such conversion does not occur prior to the Effective Time, each share of ICH Series B Preferred Stock outstanding immediately prior to the Effective Time (other than as provided in Section 2.1(a) or any shares of ICH Series B Preferred Stock owned by ACT or any of its Subsidiaries) shall, automatically and without any action on the part of the holder thereof, cease to be outstanding and be converted into 1,112,782 ACT Common Shares.
Effect on Outstanding Shares. (a) By virtue of the Merger, automatically and without any action on the part of the holder thereof, each share of Seller Common Stock, issued and outstanding at the Effective Time (other than (i) Dissenting Shares (the holder of which shall only have the rights provided under applicable law), (ii) shares held directly or indirectly by Purchaser (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted), (iii) unissued Seller Common Stock reserved for issuance pursuant to the Seller Stock Benefit Plans and (iv) Treasury Stock (the shares referred to in clauses (i), (ii), (iii) and (iv) are hereinafter collectively referred to as the “Excluded Shares”)) shall become and be converted into the right to receive $20.75 in cash without interest (the “Merger Consideration”). As of the Effective Time, each Excluded Share, other than Dissenters’ Shares, shall be cancelled and retired and cease to exist, and no exchange or payment shall be made with respect thereto.
(b) As of the Effective Time, all shares of Seller Common Stock other than Excluded Shares shall no longer be outstanding and shall be automatically cancelled and retired and shall cease to exist, and each holder of a Certificate formerly representing any such share of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. After the Effective Time, there shall be no transfers on the stock transfer books of Seller.
Effect on Outstanding Shares. Upon the effectiveness of the Bank Merger, (i) each share of common stock, par value $0.10 per share, of Seller Bank issued and outstanding immediately prior to the Effective Time shall be cancelled and (ii) each share of common stock, par value $2.00 per share, of the Bank issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall constitute the only shares of capital stock of the Surviving Bank issued and outstanding immediately after the Effective Time.
Effect on Outstanding Shares. (a) By virtue of the Merger, automatically and without any action on the part of the holder thereof, every nine shares of Monarch Common Stock issued and outstanding at the Effective Time shall become and be converted, automatically and without any action on the part of the holder thereof, into one share of NBSC Common Stock with no consideration being issued in lieu of fractional shares.
(b) At the Effective Time, the issued and outstanding shares of NBSC Common Stock, including shares issued pursuant to Section 1.2(a) hereof, shall constitute all of the issued and outstanding shares of capital stock of the Surviving Association.
Effect on Outstanding Shares. At the Effective Date, by virtue of the Merger and without any action on the part of any party or any shareholder, the following shall occur:
Effect on Outstanding Shares. (a) Each share of SouthernPlanet common stock outstanding immediately prior to the Effective Date shall be converted into the right to receive thirty thousand, six hundred forty seven and seven hundred thirty seven thousandths (30,647.737) shares of NxGen common stock.
(b) Each share of NAC common stock outstanding immediately prior to the Effective Date shall remain outstanding.
Effect on Outstanding Shares. (a) (i) By virtue of the Merger, automatically and without any action on the part of the holder thereof, each share of Company Common Stock issued and outstanding at the Effective Time (other than (x) shares the holder of which, pursuant to any applicable law providing for dissenters' or appraisal rights, is entitled to receive payment in accordance with the provisions of any such law, such holder to have only the rights provided in any such law (the "Dissenters' Shares"), and (y) shares held directly or indirectly by Western, other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) (the aggregate number of all such shares being hereinafter referred to as the "Outstanding Company Share Number") shall become and be converted into the right to receive, at the election of each holder thereof, but subject to the election and allocation procedures of this Section 1.2(a), the other provisions of this Section 1.2 and Section 1.3, either: (A) $28 in cash without interest (the "Cash Consideration"), or (B) 0.875 shares of Western Common Stock (the "Conversion Number") (as it may be increased as described in this Section 1.2(a), the "Stock Consideration"); A-2
Effect on Outstanding Shares. 7 2.4 Shareholder Rights; Stock Transfers................. 8 2.5
Effect on Outstanding Shares. 12 2.10 Anti-Dilution...................................................... 13 2.11 Procedures......................................................... 13 2.12
