Exchange of Stock by the Bank Shareholders. At the Effective Time or as soon as practicable thereafter, the following actions shall be taken to effectuate the exchange and conversion specified in Section 2.2 hereof: (a) The shareholders of the Bank of record immediately prior to the Effective Time shall be allocated and entitled to receive for each share of common stock of the Bank then held by them respectively one share of common stock of the Holding Company. (b) Subject to the provisions of Section 2.3(c) hereof, the Holding Company shall issue to the shareholders of the Bank the shares of common stock of the Holding Company which said shareholders are entitled to receive. (c) After the Effective Time, outstanding certificates representing shares of common stock of the Bank (except certificates issued to the Holding Company in connection with the merger described herein) shall represent shares of the common stock of the Holding Company, and such certificates may, but need not, be exchanged by the holders thereof for new certificates for the appropriate number of shares of the Holding Company.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (San Joaquin Bancorp), Agreement and Plan of Reorganization (San Joaquin Bancorp)
Exchange of Stock by the Bank Shareholders. At On the Effective Time Date or as soon as practicable practical thereafter, the following actions shall be taken to effectuate the exchange and conversion specified in Section 2.2 Paragraph 2.3 hereof:
(a) The shareholders of record of the Bank of record immediately prior to the Effective Time Date shall each be allocated and entitled to receive for each share of common stock of the Bank then held by them respectively one share of common stock of the Holding Company.
(b) Subject to the provisions of Section 2.3(cParagraph 2.4(c) hereof, the Holding Company company shall issue to the shareholders of the Bank the shares of common stock of the Holding Company which said shareholders are entitled to receive.
(c) After the Effective TimeThereafter, outstanding certificates representing shares of common stock of the Bank (except certificates issued to the Holding Company in connection with the merger described herein) shall represent shares of the common stock of the Holding Company, and such certificates may, but need notnot be, be exchanged by the holders thereof for new certificates for the appropriate number of shares of the Holding Company.
Appears in 1 contract
Samples: Plan of Reorganization and Merger Agreement (Coast Bancorp)
Exchange of Stock by the Bank Shareholders. At the Effective Time Date or as soon as practicable thereafter, the following actions shall be taken to effectuate the exchange and conversion specified in Section 2.2 3.2 hereof:
(a) The shareholders of the Bank of record immediately prior to the Effective Time Date shall be allocated and entitled to receive for each share of common stock of the Bank then held by them respectively one share of common stock of the Holding Company.
(b) Subject to the provisions of Section 2.3(c3.3(c) hereof, the Holding Company shall issue to the shareholders of the Bank the shares of common stock of the Holding Company which said shareholders are entitled to receive.
(c) After the Effective Time, outstanding certificates representing shares of common stock of the Bank (except certificates issued to the Holding Company in connection with the merger described hereinMerger) shall represent shares of the common stock of the Holding Company, and such certificates may, but need not, be exchanged by the holders thereof for new certificates for the appropriate number of shares of the Holding Company.
Appears in 1 contract