Holding Company Merger. Subject to the provisions of this Agreement and the Holding Company Plan of Merger, at the Effective Time of the Holding Company Merger, Horizon shall be merged with and into City Holding (the "Surviving Company"), the separate existence of Horizon shall cease, the outstanding shares of Horizon Common Stock, other than Dissenting Shares (as defined in Section 2.4) and shares held directly by City Holding, shall be converted into the right to receive shares of City Holding Common Stock.
Holding Company Merger. In accordance with the applicable provisions of the Tennessee Business Corporation Act (“TBCA”),27 Target Holding 25 It is common in corporate merger and acquisition transactions for a new corporate entity (a “shell corporation”) to be created solely for the purpose of conducting the transaction in accordance with a preferred structure. See XXXXX X. XXXXXX, ANATOMY OF A MERGER: STRATEGIES AND TECHNIQUES
Holding Company Merger. The Company shall consummate the Holding Company Merger as soon as reasonably practicable following the date of this Agreement, including taking all actions that are necessary in connection therewith.
Holding Company Merger. The Holding Company Merger shall have been consummated.
Holding Company Merger. Following the consummation of the Bank Merger and immediately after the assumption of the Deposit Liabilities as set forth in Section 1.2, the Surviving Bank shall be merged with and into CCBG in accordance with the provisions of and with the effect provided in Section 607.1108 of the FBCA and Sections 14-2-1101 et seq. of the OCGA. CCBG shall be the Surviving Corporation resulting from the Holding Company Merger and shall continue to be a corporation governed by the laws of the State of Florida.
Holding Company Merger. In accordance with the applicable provisions of the Louisiana Business Corporation Law ("LBCL"), Gonzales Holding shall be merged with and into CNC pursuant to a certificate of merger substantially in the form attached as Exhibit A and executed and acknowledged in the manner required by law; the separate existence of Xxxxxxxx Holding shall cease; and CNC shall be the corporation surviving the Holding Company Merger.
Holding Company Merger. The exchange ratio will be adjusted if the 2-week average of the bid/asked prices of Trustmark shares is greater than $25.00 or less than $22.00 on the Adjustment Date. For purposes of this Agreement, the Adjustment Date shall be the fifteenth day prior to the Closing Date. The 2-week average of the bid/asked prices of the Trustmark shares shall be the average of the closing bid/asked prices of Trustmark shares as reported in the National Association of Securities Dealers Automated System for National Market Issues for the 10 business days preceding the Adjustment Date (the "Average Trustmark Price"). If, on the Adjustment Date, the Average Trustmark Price is more than $25.00, the adjustment will decrease the number of Trustmark shares in to which each Holding Company common share will be converted so that the exchange ratio of the Trustmark shares in to which each Company common share shall be converted will be equal to the quotient of (i) the amount of the increase in the Average Trustmark Price that is greater than $25.00 plus $22.00 (ii) divided into $32,148,000. If, on the Adjustment Date, the Average Trustmark Price is less than $22.00, the adjustment will increase the number of Trustmark shares in to which each Company common share will be converted so that the value of the Trustmark shares in to which each Company common share shall be converted will not be less than $285.00. Notwithstanding the foregoing sentence, if, on the Adjustment Date, the Average Trustmark Price is less than $19.00, Trustmark shall have the option to (i) adjust the exchange ratio so that the value of the Trustmark shares in to which each Company common share shall be converted will not be less than $285.00, (ii) to renegotiate the exchange ratio, or (iii) to terminate this Agreement upon written notice to the Company. In the event Buyers exercise their right of 37 termination under and in accordance with this Section 10.7, Buyers shall reimburse and pay to Sellers all of Seller's reasonable expenses, including but not limited to, attorneys fees which Sellers shall have incurred under this Agreement and in pursuance of the transactions covered by this Agreement.
Holding Company Merger. With respect to the Shares listed on Schedule A pursuant to Subparagraph 1(a) hereof, each of the Suburban Bancshares Stockholders shall vote such Shares to ratify and confirm the Plan and the Holding Company Merger and the transactions contemplated thereby. Each of the Suburban Bancshares Stockholders, as a Suburban Bancshares Stockholder, further agrees to use all commercially reasonable efforts to cause the Mergers to be effected.
Holding Company Merger. With respect to the Shares listed on Schedule A pursuant to Subparagraph 1(a) hereof, each of the Columbia Bancorp Stockholders shall vote such Shares to ratify and confirm the Plan and the Holding Company Merger and the transactions contemplated thereby. Each of the Columbia Bancorp Stockholders, as a Columbia Bancorp Stockholder, further agrees to use all commercially reasonable efforts to cause the Holding Company Merger to be effected.
Holding Company Merger. Subject to the terms and conditions of this Agreement, at the Effective Time, GHC shall be merged with and into CCBG in accordance with the provisions of Section 14-2-1106 of the GBCC and Section 607.1107 of the FBCA with the effect provided in Section 14-2-1107 of the GBCC and Section 607.1107 of the FBCA. CCBG shall be the Surviving Corporation resulting from the Holding Company Merger and shall continue to be governed by the Laws of the State of Florida. The Holding Company Merger shall be consummated pursuant to the terms of this Agreement, which has been approved and adopted by the respective Boards of Directors of GHC and CCBG.
