Manner and Basis of Converting Securities. At the Effective Time, by virtue of the Merger and without any action on the part of United, UBV, Cardinal or any holder of any shares of capital stock of United, UBV or Cardinal:
Manner and Basis of Converting Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any shares of capital stock of Xenith or HRB:
Manner and Basis of Converting Securities a. At the Effective Time, (i) all of the shares of the capital stock of Essex Bank validly issued and outstanding immediately prior to the Effective Time shall, by virtue of the Bank Merger and without any action on the part of the holder thereof, be canceled and retired, and no cash, new shares of common stock, or other property shall be delivered in exchange therefor, and (ii) the shares of the capital stock of United Bank issued and outstanding immediately prior to the Effective Time shall, at the Effective Time, continue to be issued and outstanding.
b. At and after the Effective Time, certificates evidencing shares of capital stock of Essex Bank shall thereafter not evidence any interest in Essex Bank or the Successor Institution.
c. The stock transfer book of Essex Bank shall be closed as of the Effective Time and, thereafter, no transfer of any shares of capital stock of Essex Bank shall be recorded therein.
d. Any outstanding options or other rights to acquire shares of capital stock of Essex Bank outstanding as of the Effective Time shall be canceled at the Effective Time.
Manner and Basis of Converting Securities. At the Effective Time, by virtue of the Merger and without any action on the part of UBSI, Xxxxxx Xxxxx, VCBI, or any holder of any shares of capital stock of VCBI, USBI or Xxxxxx Xxxxx:
Manner and Basis of Converting Securities a. At the Effective Time, (i) all of the shares of the capital stock of VCB validly issued and outstanding immediately prior to the Effective Time shall, by virtue of the Bank Merger and without any action on the part of the holder thereof, be canceled and retired, and no cash, new shares of common stock, or other property shall be delivered in exchange therefor, and (ii) the shares of the capital stock of United Bank issued and outstanding immediately prior to the Effective Time shall, at the Effective Time, continue to be issued and outstanding.
b. At and after the Effective Time, certificates evidencing shares of capital stock of VCB shall thereafter not evidence any interest in VCB or the Successor Institution.
c. The stock transfer book of VCB shall be closed as of the Effective Time and, thereafter, no transfer of any shares of capital stock of VCB shall be recorded therein.
Manner and Basis of Converting Securities a. At the Effective Time, (i) all of the shares of the capital stock of Cardinal Bank validly issued and outstanding immediately prior to the Effective Time shall, by virtue of the Bank Merger and without any action on the part of the holder thereof, be canceled and retired, and no cash, new shares of common stock, or other property shall be delivered in exchange therefor, and (ii) the shares of the capital stock of United Bank issued and outstanding immediately prior to the Effective Time shall, at the Effective Time, continue to be issued and outstanding.
b. At and after the Effective Time, certificates evidencing shares of capital stock of Cardinal Bank shall thereafter not evidence any interest in Cardinal Bank or the Successor Institution.
c. The stock transfer book of Cardinal Bank shall be closed as of the Effective Time and, thereafter, no transfer of any shares of capital stock of Cardinal Bank shall be recorded therein.
d. Any outstanding options or other rights to acquire shares of capital stock of Cardinal Bank outstanding as of the Effective time shall be canceled at the Effective Time.
Manner and Basis of Converting Securities. At the Effective Time of the Merger:
(a) each share of Newco capital stock which is outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled;
(b) each share of Holdings common stock, par value $1.00 per share, which is outstanding immediately prior to the Effective Time of the Merger (other than shares of Holdings common stock held by Pontotoc or any of its subsidiaries) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and converted into the right to receive 200 shares of common stock of Pontotoc, par value $.0001 per share; and
(c) each share of Holdings capital stock which is outstanding immediately prior to the Effective Time of the Merger and held by Pontotoc or any of its subsidiaries shall, following the Merger, continue to be outstanding as a share of capital stock of Holdings. From and after the Effective Time of the Merger, the holders of certificates representing shares of capital stock of Holdings shall cease to have any rights with respect to such certificates, except the right to receive the appropriate shares of Pontotoc common stock upon surrender of such certificates. No new shares of capital stock shall be issued by Holdings as a result of the Merger.
Manner and Basis of Converting Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Colombo, FVCB, FVCbank, or any holder of any shares of capital stock of Colombo, FVCB or FVCbank:
(a) Colombo Common Stock. Each share of common stock, $0.01 par value per share, of Colombo (“Colombo Common Stock”) (excluding shares of Colombo Common Stock held by Colombo (other than in a fiduciary capacity) or by FVCB or FVCbank (other than in a fiduciary capacity) and Dissenting Shares (as hereinafter defined)), shall automatically, and without further action, be converted into, cancelled, and exchangeable for the right to receive a combination of: (i) the number of shares, rounded to six decimal places (the “Conversion Ratio”), of FVCB common stock $0.01 par value per share (the “FVCB Common Stock”), determined by dividing $0.043492 by the average of the closing price per share of FVCB Common Stock for the five trading days ending on and including the second trading day immediately prior to the Closing Date (the “Price Determination Period”) as reported on the OTCQX market, or if the FVCB Common Stock is listed for trading on the Nasdaq Stock Market LLC (“Nasdaq”) on Nasdaq (the “Average Closing Price”) (the “Stock Consideration”), and (ii) cash in an amount equal to $0.053157 per share of Colombo Common Stock (the “Cash Consideration”); provided, however, that any beneficial owner of Colombo Common Stock that would be entitled to receive fewer than 100 shares of FVCB Common Stock (“Odd Lot Holders”), shall, subject to the procedures hereinafter provided, be entitled to elect to receive only cash in exchange for such beneficial owner’s Colombo Common Stock, in an amount equal to $0.096649 per share of Colombo Common Stock (the All Cash Consideration”). The Stock Consideration, the Cash Consideration and the All Cash Consideration, together with cash in lieu of fractional shares as provided in Section 2.1(b), are referred to herein collectively as the “Merger Consideration.”
Manner and Basis of Converting Securities. As of the Effective Time, by virtue of the Merger and without any action on the part of any holder of any shares of capital stock of Parent or the Merged Corporation:
(a) Conversion of Shares of Common Stock of the Merged Corporation.
(i) Each share of common stock, par value of $1.00 per share of Merged Corporation (the “Merged Shares”), owned by the Merged Corporation (other than shares held for the account of clients, customers or other persons) or owned by Parent or any of its subsidiaries immediately prior to the Effective Time (other than shares held for the account of clients, customers or other persons) shall be canceled, and no payment shall be made with respect thereto.
(ii) Each Merged Share outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 6(a)(i) or Section 6(e) or as adjusted pursuant to Section 9(a) herein, be converted into the following (the “Merger Consideration”):
(A) for each such Merged Share with respect to which an election to receive cash has been effectively made and not revoked or deemed converted into the right to receive the Stock Election Price (as defined herein) pursuant to Section 6(c)(ii), or is deemed made pursuant to Section 6(c)(iv), as the case may be (each, a “Cash Electing Merged Share”), the right to receive an amount equal to $23.50 in cash without interest (the “Cash Election Price”); and
(B) for each other such Merged Share, the right to receive 0.6033 share(s) (the “Exchange Ratio”) of common stock, par value $2.00 per share (“Parent Stock”), of the Parent (the “Stock Election Price”), as may be adjusted pursuant to Section 9(a) herein.
Manner and Basis of Converting Securities. 1. At the Effective Time of the Merger of Acquisition Corp. with and into Company:
a. all shares of common stock of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger, be canceled and Miracor shall be issued a total of eighty shares of common stock, $1.00 par value per share of the Company, pro rata, from the holders thereof as listed in Exhibit A hereto.
b. Any shares of common stock of Acquisition Corp. held in the treasury of Acquisition Corp. prior to the Effective Time of the Merger shall be canceled.
2. From and after the Effective Time of the Merger, the holders of certificates representing shares of common stock of Acquisition Corp. shall cease to have any rights with respect to such certificates.
3. Eighty shares of the common stock,$1.00 par value per share of the Company, which constitutes eighty percent (80%) of the issued and outstanding of the Company before the Effective Time of the Merger shall be exchanged, pro rata and in accordance with Exhibit A hereto, for a total of 2,133,334 restricted common shares of Miracor at a price of $.60 per share, which amount shall be computed on the basis of 2.56 times the twelve month trailing EBITDA (EBITDA, is comprised of revenues less all operating expenses, net of depreciation, amortization, taxes and interest)of interest)of MRI Services, LC and Ultra Diagnostics, LLC, measured as of December 31, 1999, based upon generally accepted accounting practices; provided, however, that twenty-five percent (25%) of the total number of shares will not be issued until the reconciliation of the EBITDA as of December 31, 1999 is complete; and, provided, further that the total 2,133,334 restricted common shares may be further increased or decreased, as may be applicable, to reflect the results of the said reconciliation of the EBITDA as of December 31, 1999.
