Manner of Converting Shares. Each share of CenterState common stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. Each share of common stock of Charter owned directly by CenterState, Charter or any of their respective subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time, and each share of Charter common stock that is remitted to Charter prior to the Effective Time for purposes of repaying amounts owed by the CharterBank Employee Stock Ownership Plan to Charter, shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto. Each share of common stock of Charter issued and outstanding immediately prior to the Effective Time (other than shares described in the immediately preceding paragraph), shall be converted into the right to receive (i) 0.738 shares (the “Exchange Ratio”) of CenterState common stock (the “Stock Consideration”) and (ii) $2.30 in cash, without interest (the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”), and cash in lieu of any fractional shares. CenterState shall pay or cause to be paid to each holder of a fractional share of CenterState common stock, rounded to the nearest one-hundredth of a share, an amount of cash (without interest and rounded to the nearest whole cent) determined by multiplying the fractional share interest in CenterState common stock to which such holder would otherwise be entitled by the average closing price of CenterState common stock as reported on the NASDAQ Stock Market for the twenty (20) consecutive trading days ending on the trading day immediately prior to the later of (i) the day on which the last required regulatory approval for consummation of the Merger is obtained without regard to any requisite waiting period, or (ii) the date on which Charter stockholders approve the Merger (the “CenterState Average Stock Price”). If the number of shares of CenterState common stock or Charter common stock issued and outstanding prior to the Effective Time shall be increased or decreased as a result of a stock split, stock combination, stock dividend, recapitalization or similar transaction, with respect to such stock, and the record date therefor ...
Manner of Converting Shares. (a) By virtue of the Bank Merger, automatically and without any action on the part of the holder thereof, each of the shares of Investors common stock issued and outstanding immediately prior to the Effective Date shall be cancelled and retired at the Effective Date, and no consideration shall be issued in exchange therefor.
(b) Upon and after the Effective Date, each issued and outstanding share of Nicolet National Bank common stock shall remain unchanged and shall continue to evidence the same number of shares of Nicolet National Bank common stock.
Manner of Converting Shares. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of capital stock of the Constituent Corporations, the shares of capital stock of the Constituent Corporations shall be converted or cancelled as follows:
Manner of Converting Shares. Subject to the provisions of this Article 3, at the Effective Time, by virtue of the Merger and without any further action on the part of NCC, PBI or the holders of any shares of capital stock thereof, the shares of capital stock and rights and options to acquire shares of capital stock of the constituent corporations shall be converted as follows:
Manner of Converting Shares. Each share of common stock of CenterState issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. Each share of common stock of HCBF owned directly by CenterState, HCBF or any of their respective subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto. Each share of common stock of HCBF issued and outstanding immediately prior to the Effective Time (other than dissenting shares, treasury stock and shares described in the immediately preceding paragraph), shall be converted into the right to receive (i) 0.675 shares of CenterState common stock, and (ii) a cash amount equal to $1.925 plus any cash dividends payable with respect to shares of the CenterState common stock that are payable to CenterState shareholders of record as of any date on or after the closing of the Merger, regardless of the issuance of certificates for shares of CenterState common stock to the former holders of HCBF common stock, and any cash in lieu of fractional shares. Each option to purchase shares of common stock of HCBF that is outstanding immediately prior to the Effective Time shall automatically and without any action on the part of the holder thereof, become fully vested and be converted into and become an option to purchase that number of shares of common stock of CenterState as shall equal the product obtained by multiplying 0.75x (the “Option Exchange Ratio”) by that number of shares of common stock of HCBF which such HCBF option entitled the holder thereof to purchase (rounded down to the nearest whole share), and at an exercise price equal to the quotient obtained by dividing the exercise price per share of the HCBF option by the Option Exchange Ratio (rounded up to the nearest whole cent), subject to certain anti-dilution adjustments.
Manner of Converting Shares. As of the Effective Time, all of the issued and outstanding ownership interests in Subsidiary shall cease to be outstanding and shall be canceled. As of the Effective Time, all of the issued and outstanding shares of capital stock of Parent shall remain issued and outstanding.
Manner of Converting Shares. (a) Each share of common stock of Mergeco issued and outstanding on the Effective Date shall on the Effective Date, without any action on the part of the holder of such share, become a fully paid and non-assessable share of common stock of the surviving corporation.
(b) Each share of capital stock of Surviveco issued and outstanding on the Effective Date 3 shall on and after the Effective Date, without any action on the part of the holder of such share, be cancelled and retired.
Manner of Converting Shares. Subject to the terms, conditions, and limitations set forth herein, upon surrender of his or her certificate or certificates, each holder of shares of Company Common Stock shall be entitled to receive, in exchange for each share of Company Common Stock held of record by such stockholder as of the Effective Date, that number of shares of the common stock of Zions Bancorp, no par value (the "Zions Bancorp Stock") calculated by dividing 710,000 by the total number of shares of Company Common Stock that shall be issued and outstanding at the Effective Date.
Manner of Converting Shares. Subject to the provisions of this Article 3, at the Effective Time, by virtue of the Merger and without any further action on the part of JBI, HBI or the holders of any shares thereof, the shares of the constituent corporations shall be converted as follows:
(a) each share of JBI Common Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time.
(b) Subject to the potential adjustment provided for in Section 3.2 below, each share of HBI Common Stock (excluding shares held by any HBI Company, other than in a fiduciary capacity or as a result of debts previously contracted, and excluding shares held by stockholders who perfect their dissenters’ rights of appraisal as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive shares of JBI Common Stock and/or cash as set forth in this Section 3.1.
(c) Holders of HBI Common Stock may elect to receive shares of JBI Common Stock or cash in exchange for their shares of HBI Common Stock. The total number of shares of HBI Common Stock to be converted into JBI Common Stock (the “Stock Consideration pursuant to this Agreement (the “Stock Conversion Number”) shall not be less than 1,194,214 shares. All shares of HBI Common Stock not exchanged for JBI Common Stock shall be exchanged for $17.29 in cash per share (the “Cash Consideration”).
(d) At the election of holders of HBI Common Stock, each share of HBI Common Stock may be exchanged for 0.6175 shares of JBI Common Stock (the “Exchange Ratio”), subject to the election restrictions set forth above and below.
(e) An Election Form, in such form as JBI and HBI mutually agree (“Election Form”), will be included in, and sent with the Proxy Statement/Prospectus, which shall be mailed to each holder of record of HBI Common Stock entitled to vote at HBI Stockholders’ Meeting, permitting such holder, subject to the allocation and election procedure set forth herein:
(i) to specify the number of shares of HBI Common Stock owned by such holder with respect to which the holder desires to receive Cash Consideration (a “Cash Election”) in accordance with the provisions stated herein;
(ii) to specify the number of shares of HBI Common Stock owned by such holder with respect to which such holder desires to receive Stock Consideration (a “Stock Election), or;
(iii) to indicate that...
Manner of Converting Shares. 10 4.1. Conversion of Company Common Stock..........................................10 4.2. Closing Obligations.........................................................12 4.3. Supplement to Disclosure Schedule...........................................13 4.4.
