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. 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. 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 Holding Company Merger shall have been consummated.
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. Upon Closing of the Holding Company Merger, pursuant to the provisions of this Agreement and applicable law, all shares of TCB Common Stock issued and outstanding immediately prior to Closing, except for Proposed Dissenting Shares, will, by virtue of the Holding Company Merger and without any action on the part of any holder of shares of TCB Common Stock, be converted into the right to receive the Per Share Consideration described in Section 2.1 of this Agreement.
Holding Company Merger. 1 1.02 Effective Date of the Holding Company Merger. . . . . . . . . . . . . . . . . . 1 1.03 Effect of the Holding Company Merger. . . . . . . . . . . . . . . . . . . . . . 1 1.04
Holding Company Merger. In accordance with the applicable provisions of the Louisiana Business Corporation Law ("LBCL"), CSF Acquisition shall be merged with and into CitiSave pursuant to a certificate of merger substantially in the form attached as Exhibit A and executed and acknowledged at the appropriate time in the manner required by law; the separate existence of CSF Acquisition shall cease; and CitiSave shall be the corporation surviving the Holding Company Merger.
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. Acquisition Sub will be merged with and into Seller, and Seller will be the surviving entity (the "Holding Company Survivor"), in accordance with the terms, conditions and provisions of this Agreement and the Articles of Merger (the "Holding Company Articles of Merger") to be filed with the Applicable Governmental Authorities (as such term is hereinafter defined in this Paragraph 1(a)), subject to the requisite approval of (i) the stockholders of Seller (the "Stockholders") and the sole stockholder of Acquisition Sub; and (ii) all applicable state and federal governmental bodies and agencies ("Applicable Governmental Authorities"), in accordance with the laws, rules and regulations governing or related to the Applicable Governmental Authorities ("Applicable Law").
