Manner of Conversion of Shares. Upon and by virtue of the Merger becoming effective at the Effective Time,
(a) Each share of common stock of Monroe issued and outstanding immediately prior to the Effective Time shall become and be converted into the right to receive [ ] shares of common stock of ONB (the “Exchange Ratio”), without par value, as adjusted pursuant to the Merger Agreement (the “Merger Consideration”) by virtue of the Merger, without any action on the part of the holder thereof (except as provided in Section 3.5 below; and
(b) Each holder of Monroe common stock who otherwise would be entitled to a fractional share of ONB common stock shall receive an amount in cash (without interest) determined by multiplying such fraction by the average per share closing price of a share of ONB Common Stock as quoted on the New York Stock Exchange (“NYSE”) during the ten (10) trading days preceding the fifth (5th) calendar day preceding the Effective Time (the “Average Share Price”).
Manner of Conversion of Shares a. The manner and basis of converting the shares of AU 'N AG (Utah) into shares of AU 'N AG (Delaware) are as follows: at the effective time of the merger, each share of common stock of AU 'N AG (Utah) shall thereupon be converted into one share of AU 'N AG (Delaware). Each holder of outstanding common stock of AU 'N AG (Utah) upon surrender to AU 'N AG (Delaware) of one or more certificates for such shares for cancellation shall be entitled to receive one or more certificates for the number of shares of common stock of AU 'N AG (Delaware) of one or more certificates for such shares for cancellation shall be entitled to receive one or more certificates for the number of shares of common stock of AU 'N AG (Delaware) represented by the certificates of AU 'N AG (Utah) so surrendered for cancellation by such holder. Until so surrendered, each such certificate representing outstanding shares of common stock of AU 'N AG (Utah) shall represent the ownership of a like number of shares of AU 'N AG (Delaware) for all corporate and legal purposes.
b. As of the effective time of the merger, all of the outstanding shares of common stock of AU 'N AG (Delaware), which shares are held by AU 'N AG (Utah), shall be redeemed by AU 'N AG (Delaware) for the sum of one dollar ($1) and such redeemed shares shall be cancelled and returned to the status of authorized and unissued shares. None of such redeemed shares shall be retained by AU 'N AG (Delaware) as treasury shares and such shares shall be reissued in accordance with paragraph (b) of this Article I.
Manner of Conversion of Shares. Upon and by virtue of the Merger becoming effective at the Effective Time,
(a) Each share of common stock of 1st Independence issued and outstanding immediately prior to the Effective Time shall become and be converted into the right to receive $5.475 (the "Cash Consideration") and 0.881036 shares of common stock of MainSource (the "Exchange Ratio"), without par value, (collectively, the "Merger Consideration") by virtue of the Merger, without any action on the part of the holder thereof (except as provided in Section 3.5 below); and
(b) Each holder of 1st Independence common stock who otherwise would be entitled to a fractional share of MainSource common stock shall receive an amount in cash determined by multiplying such fraction by the average per share closing prices of a share of MainSource common stock as quoted on the Nasdaq Stock Market during the ten trading days preceding the fifth (5th) calendar day preceding the Effective Time (the "Average Share Price").
Manner of Conversion of Shares. (a) Subject to the terms and conditions of this Agreement, at the Effective Time, each share of TFC Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares held as treasury stock of TFC and (ii) shares held directly or indirectly by ONB, except shares held in a fiduciary capacity or in satisfaction of a debt previously contracted, if any) shall become and be converted into the right to receive in accordance with this Article:
(i) $6.75 cash (the “Cash Consideration”); and
(ii) 1.20 shares of common stock (the “Exchange Ratio”) (as adjusted in accordance with the terms of this Agreement), without par value, of ONB (“ONB Common Stock”). The Cash Consideration and the Exchange Ratio are sometimes referred to herein collectively as the “Merger Consideration.”
Manner of Conversion of Shares. Upon and by virtue of the Merger becoming effective at the Effective Time, each share of common stock of KFI issued and outstanding immediately prior to the Effective Time shall become and be converted into the right to receive [•] shares of common stock of ONB, without par value, as adjusted pursuant to the Merger Agreement by virtue of the Merger, without any action on the part of the holder thereof (except for dissenting shares and for shares as provided in Section 3.5 below) (“Merger Consideration”).
Manner of Conversion of Shares. The manner and basis of converting the shares of Xxxx into shares of Mid-Way are as follows: at the effective time of the merger, all 1,500 outstanding shares of common stock of Xxxx shall thereupon be converted into 2,500,000 shares of Mid-Way. Each holder of outstanding common stock of Xxxx upon surrender to Mid-Way Acquisitions of one or more certificates for such shares for cancellation shall be entitled to receive one or more certificates for the number of shares of common stock of Mid-Way represented by the certificates of Xxxx so surrendered for cancellation by such holder. Until so surrendered, each such certificate representing outstanding shares of common stock of Xxxx shall represent the ownership of a like number of shares of Mid-Way for all corporate and legal purposes.
Manner of Conversion of Shares. 1. The manner and basis of converting the shares of Mid-Way (FL) into shares of Mid-Way (NV) are as follows: at the effective time of the merger, each share of common stock of Mid-Way (FL) shall thereupon be converted into one share of Mid-Way (NV). Each holder of outstanding common stock of Mid-Way (FL) upon surrender to Mid-Way (NV) of one or more certificates for such shares for cancellation shall be entitled to receive one or more certificates for the number of shares of common stock of Mid-Way (NV) represented by the certificates of Mid-Way (FL) so surrendered for cancellation by such holder. Until so surrendered, each such certificate representing outstanding shares of common stock of Mid-Way (FL) shall represent the ownership of a like number of shares of Mid-Way (NV) for all corporate and legal purposes.
2. As of the effective time of the merger, all of the outstanding shares of common stock of Mid-Way (NV) which shares are held by Mid-Way (FL), shall be redeemed by Mid-Way (NV) for the sum of one dollar ($1) and such redeemed shares shall be canceled and returned to the status of authorized and unissued shares. None of such redeemed shares shall be retained by Mid-Way (NV) as treasury shares and such shares shall be reissued in accordance with paragraph 1 of this Article I.
Manner of Conversion of Shares. The method of carrying the Merger into effect and the basis of converting shares of Common Stock, $.01 par value per share, of Paaco (the "Paaco Stock") into shares of Smart Choice Stock shall be as follows:
a. The shares of Paaco Stock issued and outstanding immediately prior to the Effective Time registered in the name of Crown Group, Inc., such number of shares being 120,568.36, shall, by virtue of the Merger and without any action on the part of Crown Group, Inc., be converted into 1,105,046.44 shares of Smart Choice Stock. The shares of Paaco Stock issued and outstanding immediately prior to the Effective Time registered in the name of Larry Lange, such number of shares being 15,035.49, shall, xx xxxxxx xf the Merger and without any action on the part of Larry Lange, be converted into 69,558.77 shares of Smart Chxxxx Xxxxx. The shares of Paaco Stock issued and outstanding immediately prior to the Effective Time registered in the name of Ted Lange, such number of shares being 6,241.15, shall, by virtue of the Merger and without any action on the part of Ted Lange, be converted into 28,411.33 shares of Smart Choixx Xxxxx. Xx xxx Effective Time, all such shares of Smart Choice Stock issued to the aforementioned holders of Paaco Stock shall be deemed to be authorized and outstanding shares of capital stock of Smart Choice, fully paid and non-assessable.
b. Certificates representing the shares of Smart Choice Stock to be issued as a result of the Merger shall be issued upon surrender of the certificates representing shares of Paaco Stock.
c. Each share of Common Stock, $.01 par value per share, of the Merger Subsidiary (the "Merger Subsidiary Stock") issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one (1)
Manner of Conversion of Shares. 1. The manner and basis of converting the shares of Silver Beaver (ID) into shares of Silver Beaver (NV) are as follows: at the effective time of the merger, each share of common stock of Silver Beaver (ID) shall thereupon be converted into one share of Silver Beaver (NV). Each holder of outstanding common stock of Silver Beaver (ID) upon surrender to Silver Beaver (NV) of one or more certificates for such shares for cancellation shall be entitled to receive one or more certificates for the number of shares of common stock of Silver Beaver (NV) represented by the certificates of Silver Beaver (ID) so surrendered for cancellation by such holder. Until so surrendered, each such certificate representing outstanding shares of common stock of Silver Beaver (ID) shall represent the ownership of a like number of shares of Silver Beaver (NV) for all corporate and legal purposes.
2. As of the effective time of the merger, all of the outstanding shares of common stock of Silver Beaver (NV) which shares are held by Silver Beaver (ID), shall be redeemed by Silver Beaver (NV) for the sum of one dollar ($1) and such redeemed shares shall be canceled and returned to the status of authorized and unissued shares. None of such redeemed shares shall be retained by Silver Beaver (NV) as treasury shares and such shares shall be reissued in accordance with paragraph 1 of this Article I.
Manner of Conversion of Shares. Upon and by virtue of the Merger becoming effective at the Effective Time, each share of common stock of Anchor issued and outstanding immediately prior to the Effective Time shall become and be converted into the right to receive (i) 1.350 shares of common stock of ONB (the “Common Stock Exchange Ratio”), without par value, as adjusted pursuant to the Merger Agreement by virtue of the Merger, without any action on the part of the holder thereof (except as provided in Section 3.5 below) and (ii) cash consideration in the amount of $2.625 per share (“Common Stock Cash Consideration”).
