Exchange and Conversion of Shares. Subject to the provisions of this Article I, at the Effective Time, by virtue of the Share Exchange and without any action on the part of Bank or Holding Company, or the shareholders of either of the foregoing:
(i) Each share of Bank Common Stock issued and outstanding at the Effective Time shall be exchanged for and converted into one (1) share of Holding Company Common Stock and the Holding Company shall be deemed to own and hold such number of shares of Bank Common Stock as are exchanged and converted.
(ii) Each share of Bank Preferred Stock issued and outstanding at the Effective Time shall be exchanged for and converted into one (1) share of Holding Company Preferred Stock and the Holding Company shall be deemed to own and hold such number of shares of Bank Preferred Stock as are exchanged and converted.
(iii) Any shares of Holding Company Stock outstanding immediately prior to the Effective Time shall be canceled.
(iv) After the Effective Time, the Holding Company shall be the sole shareholder of the Bank and no Bank Shareholder shall have any rights arising out of or relating to Bank Stock except that such Bank Shareholder shall thereafter be deemed to be a shareholder of the Holding Company with the same number of shares of Holding Company Stock as such Bank Shareholder owned of Bank Stock immediately prior to the Effective Time. Each Bank Shareholder shall be entitled to receive a certificate or certificates evidencing his or her stock in the Holding Company.
Exchange and Conversion of Shares. At the Series E Closing, MxXxxxx agrees to (a) exchange all of his shares of Series A Preferred Stock for 933,333 shares of Series E Preferred Stock held by C Media or its transferee and (b) convert all such shares of his Series E Preferred Stock into Common Stock.
Exchange and Conversion of Shares. (a) At the Closing Date, each holder of shares of Common Stock shall deliver to the Surviving Corporation a properly executed letter of transmittal and instructions (together, a "Transmittal Letter"), the form of which is attached hereto as EXHIBIT G, along with the certificate evidencing such shares of Common Stock. Subject to any required backup withholding obligations under the Code, at the Effective Time and upon surrender to the Surviving Corporation of certificates representing shares of Common Stock, together with a Transmittal Letter, the Stockholder of such certificates shall receive in exchange therefor, and AAI shall issue and deliver to such Stockholder, the Merger Consideration entitled to be received by such Stockholder.
(b) From and after the Effective Time, there shall be no transfers on the stock transfer books of KCAS in respect of stockholders of record at the Effective Time. If after the Effective Time, certificates representing shares of Common Stock are presented to the Surviving Corporation, the Surviving Corporation shall cancel or exchange such certificates, and any underlying shares of Common Stock represented thereby, as provided by this ARTICLE III. AAI shall be obligated to issue Merger Consideration only to the record holders of Common Stock.
(c) The Surviving Corporation shall not be liable to a holder of shares of Common Stock for any property delivered to a public official pursuant to applicable abandoned property laws, or for any interest thereon. If certificates representing shares of Common Stock are not surrendered prior to the date on which the consideration payable in respect of the underlying shares would otherwise escheat to or become the property of any governmental unit or agency, any consideration payable in respect of such certificates, shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims of interest of any person previously entitled thereto.
Exchange and Conversion of Shares. Subject to the provisions of this Article I, at the Effective Time, by virtue of the Share Exchange and without any action on the part of Bank or Company, or the shareholders of either of the foregoing:
(i) Each share of Bank Stock issued and outstanding at the Effective Time shall be deemed exchanged for and converted into one (1) share of Company Stock and the Company shall be deemed to own and hold such number of shares of Bank Stock as are exchanged and converted.
(ii) After the Effective Time the Company shall be the sole shareholder of the Bank and no Bank Shareholder shall have any rights arising out of or relating to Bank Stock except that such Bank Shareholder shall thereafter be deemed to be a shareholder of the Company with the same number of shares of Company Stock as such Bank Shareholder owned of Bank Stock immediately prior to the Effective Time. Each Bank Shareholder shall be entitled to receive a certificate or certificates evidencing his or her stock in the Company.
Exchange and Conversion of Shares. At the Effective Time, the shares of Target Bank Stock outstanding at the Effective Time shall, by virtue of the Bank Merger and without any action on the part of the holder thereof, be cancelled; and the shares of the Bank Common Stock issued and outstanding at the Effective Time shall, by virtue of the Bank Merger and without any action on the part of holders thereof, continue to be issued and outstanding. The result of such conversions shall be that the Bank, as the Resulting Bank, shall have 80,000 shares of its capital stock issued and outstanding, with a par value of $1.00 per share, all of which shares shall be owned by Buyer.
Exchange and Conversion of Shares. Subject to the provisions of this Article I, at the Effective Time, by virtue of the Share Exchange and without any action on the part of Bank or Company, or the shareholders of either of the foregoing:
(i) Each share of Bank Stock issued and outstanding at the Effective Time shall be deemed exchanged for and converted into one (1) share of Company Stock and the Company shall be deemed to own and hold such number of shares of Bank Stock as are exchanged and converted. Each share of stock of the Company outstanding immediately prior to the Effective Time shall be deemed acquired by the Company and cancelled.
(ii) After the Effective Time the Company shall be the sole shareholder of the Bank and no Bank Shareholder shall have any rights arising out of or relating to Bank Stock except that such Bank Shareholder shall thereafter be deemed to be a shareholder of the Company with the same number of shares of Company Stock as such Bank Shareholder owned of Bank Stock immediately prior to the Effective Time. Each Bank Shareholder shall be entitled to receive a certificate or certificates evidencing his or her stock in the Company.
Exchange and Conversion of Shares. (a) At the Closing Date, the Surviving Corporation shall provide to each holder of shares of MTRA Common Stock who is of record on MTRA's stock transfer books at the Effective Time a form of letter of transmittal and instructions (together, a "Transmittal Letter"), the forms of which are attached hereto as EXHIBIT F, for use in effecting the surrender
Exchange and Conversion of Shares. At the Effective Time:
Exchange and Conversion of Shares. Subject to the provisions of this Article I, at the Effective Time, by virtue of the Share Exchange and without any action on the part of Bank or Company, or the shareholders of either of the foregoing: (i) Each share of Bank Stock issued and outstanding at the Effective Time shall be deemed exchanged for and converted into one (1) share of Company Stock and the Company shall be deemed to own and hold such number of shares of Bank Stock as are exchanged and converted.
Exchange and Conversion of Shares. Subject to the provisions of this Article I, at the Effective Time, by virtue of the Share Exchange and without any action on the part of Bank or Company, or the shareholders of either of the foregoing, the Exchanged Shares shall be exchanged and converted as follows:
(i) Each share of Bank Stock issued and outstanding at the Effective Time shall be deemed exchanged for and converted into one (1) share of Company Stock.
(ii) After the Effective Time the Company shall be the sole shareholder of the Bank and no Bank Shareholder shall have any rights arising out of or relating to Bank Stock except that such Bank Shareholder shall thereafter be deemed to be a shareholder of the Company with the same number of shares of Company Stock as such Bank Shareholder owned of Bank Stock immediately prior to the Effective Time. Each Bank Shareholder shall be entitled to receive a certificate or certificates evidencing his or her stock in the Company upon such Bank Shareholder's delivery to the Company of the certificate(s) evidencing such Bank Shareholder's Bank Stock together with a Letter of Transmittal as contemplated by Section 1.02 hereof; provided, however, that the failure of any Bank Shareholder to deliver to the Company such certificates and/or Letter of Transmittal and/or the failure of the Company to issue to the Bank Shareholder the certificates evidencing the Company Stock shall not affect in any way the effectiveness of the Share Exchange or the results thereof as described above.