Common use of Manner of Converting Shares Clause in Contracts

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 shall be prior to the Effective Time, the Merger Consideration shall be proportionately adjusted as necessary to preserve the relative economic benefit to CenterState and Charter.

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. Merger Each share of common stock of Charter Sunshine owned directly by CenterState, Charter Sunshine 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 Sunshine common stock that is remitted to Charter Sunshine prior to the Effective Time for purposes of repaying amounts owed by the CharterBank Sunshine Bank Employee Stock Ownership Plan to CharterSunshine, 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 Sunshine issued and outstanding immediately prior to the Effective Time (other than shares described in the immediately preceding paragraphSection 3 above), shall be converted into the right to receive (i) 0.738 0.89 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 any 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 Nasdaq Stock Market for the twenty (20) ten 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 Sunshine shareholders approve the Merger (the “CenterState Average Stock Price”)Merger. If the number of shares of CenterState common stock or Charter Sunshine 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 shall be prior to the Effective Time, the Merger Consideration shall be proportionately adjusted as necessary to preserve the relative economic benefit to CenterState and CharterSunshine.

Manner of Converting Shares. Each 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 ANB, FCB or the holders of any shares thereof, the shares of the constituent corporations shall be converted as follows: (a) each share of CenterState common stock that is ANB Common Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding following the Effective Time from 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 after the Effective Time. (1) Subject to the potential adjustment provided for in Section 3.1(b)(2) and/or Section 3.2 below, and each share of Charter common stock that is remitted to Charter prior to the Effective Time for purposes FCB Common Stock (excluding shares held by any FCB Company, other than in a fiduciary capacity or as a result of repaying amounts owed debts previously contracted, and excluding shares held by the CharterBank Employee Stock Ownership Plan to Charter, shall be cancelled stockholders who perfect their dissenters’ rights of appraisal as provided in Section 3.4 of this Agreement) issued and retired outstanding at the Effective Time without any conversion thereof, shall cease to be outstanding 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 and exchanged for the right to receive 0.6079 shares of ANB Common Stock (i) 0.738 shares (as such may be adjusted pursuant to the terms of this Agreement, the “Exchange Ratio”); provided that, subject to the election rights set forth in Section 3.1(c) below, each holder of CenterState common stock FCB Common Stock shall have an opportunity to elect to receive cash consideration for such holder’s shares of FCB Common Stock in lieu of receiving ANB Common Stock. (2) FCB shall have the “Stock Consideration”right to terminate this Agreement, through a resolution adopted by a majority of the entire FCB Board, if both of the following conditions are satisfied: (i) the Average Determination Price shall be less than the product of 0.85 and the Starting Price; and (ii) $2.30 in cash, without interest the quotient obtained by dividing the Average Determination Price by the Starting Price (such number being referred to herein as the “Cash Consideration” and, together with ANB Ratio”) shall be less than the Stock Consideration, quotient obtained by dividing the Index Price on the Determination Date by the Index Price on the Starting Date and subtracting 0.15 from such quotient (such number being referred to herein as the “Merger ConsiderationIndex Ratio”). If FCB elects to exercise its termination right pursuant to the immediately preceding sentence, and cash in lieu it shall give prompt written notice thereof to ANB at any time during the five business day period commencing on the business day following the Determination Date; provided that such notice of election to terminate may be withdrawn at any fractional sharestime within the aforementioned five business day period. CenterState During the five business day period commencing on the business day following the day on which ANB receives such notice, ANB shall pay or cause have the option of adjusting the Exchange Ratio to be paid equal the lesser of (A) a number equal to each holder of a fractional share of CenterState common stock, quotient (rounded to the nearest one-hundredth four decimal places), the numerator of which is the product of 0.85, the Starting Price and the Exchange Ratio (as then in effect) and the denominator of which is the Average Determination Price, and (B) a share, an amount of cash number equal to a quotient (without interest and rounded to the nearest whole cent) determined by multiplying four decimal places), the fractional share interest in CenterState common stock to numerator of which such holder would otherwise be entitled is the Index Ratio multiplied by the average closing price Exchange Ratio (as then in effect) and the denominator of CenterState common stock which is the ANB Ratio. If ANB makes this election within such five business day period, it shall give prompt written notice to FCB of such election and the revised Exchange Ratio, whereupon no termination shall have occurred pursuant to this Section 3.1(b)(2), and this Agreement shall remain in effect in accordance with its terms (except as reported on the NASDAQ Stock Market for the twenty (20) consecutive trading days ending on the trading day immediately prior Exchange Ratio shall have been so modified), and any references in this Agreement to the later “Exchange Ratio” shall thereafter be deemed to refer to the Exchange Ratio 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”this Section 3.1(b)(2). If the number Closing Date would naturally occur during ANB’s five business day option period pursuant to the terms of this Agreement, the Closing Date shall be extended until a date selected by ANB no more than ten (10) business days following the close of such five-day period (unless ANB does not exercise its option and the Agreement is thereby terminated ). FCB and the FCB Subsidiaries shall not, and shall use their best efforts to ensure that their respective executive officers, directors, and stockholders who may be deemed an “affiliate” (as defined in SEC Rules 145 and 405) of FCB do not, purchase or sell on NASDAQ, or submit a bid to purchase or an offer to sell on NASDAQ, directly or indirectly, any shares of CenterState common stock ANB Common Stock or Charter common stock issued and outstanding prior to any options, rights or other securities convertible into shares of ANB Common Stock during the Effective Time shall be increased or decreased as a result determination period for the Average Determination Price. For purposes of a stock split, stock combination, stock dividend, recapitalization or similar transaction, with respect to such stock, and the record date therefor shall be prior to the Effective Timethis Section 3.1(b)(2), the Merger Consideration following terms shall be proportionately adjusted as necessary to preserve have the relative economic benefit to CenterState and Charter.meanings indicated:

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 NCC owned directly by CenterState, Charter NCC 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 NCC 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 1.65 shares (the “Exchange Ratio”) of CenterState common stock (the “Stock Merger 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 NCC stockholders approve the Merger (the “CenterState Average Stock Price”). If the number of shares of CenterState common stock or Charter NCC 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 shall be prior to the Effective Time, the Merger Consideration shall be proportionately adjusted as necessary to preserve the relative economic benefit to CenterState and CharterNCC.

Manner of Converting Shares. Each share of CenterState common stock that is of Seacoast 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 CenterStateSeacoast, Charter First Green (including treasury shares) 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 First Green 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) 0.738 0.7324 shares (the “Exchange Ratio”) of CenterState Seacoast common stock (the “Per Share Stock Consideration”) and (ii) $2.30 in cash, without interest (the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”), subject to any adjustments pursuant to Section 2.01(c) of the Agreement and Plan of Merger among Seacoast, First Green, First Green Bank, and Seacoast National Bank, dated June 11, 2018 (the “Merger Agreement”), and any cash in lieu of any fractional shares. CenterState shall pay or cause Each option to be paid to each holder purchase shares 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 First Green that is outstanding 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 automatically and without any action on the part of the holder thereof, become fully vested and immediately be increased or decreased as a result cancelled and only entitle the holder thereof, to receive an amount in cash, without interest, equal to the product of a (i) the total number of shares of First Green common stock splitsubject to such First Green option multiplied (ii) the excess, stock combinationif any, stock dividendof (A) $23.00 over (B) the per shares exercise price for the applicable First Green option, recapitalization or similar transaction, less applicable taxes required to be withheld with respect to such stockpayment (such calculation, and the record date therefor “Per Share Equity Award Consideration”. The payment of the Per Shares Equity Award Consideration shall be made by First Green immediately prior to the Effective Time on the Closing Date provided First Green has received an executed stock option cancellation agreement from the respective stock option holder prior to the Effective Time. First Green shall use reasonable best efforts to obtain such stock option cancellation agreements prior to the Effective Time. Any First Green option that has a per share exercise price that is greater than or equal to the Per Share Stock Consideration shall be cancelled for no consideration. Nothing herein shall prevent any holder from exercising, before the Effective Time, any First Green option that is exercisable according to its terms and any common stock issued upon such exercise shall be converted at the Effective Time into a right to receive the Merger Consideration (as defined in the Merger Agreement), subject to appraisal rights under the FBCA. Any shares of First Green common stock issued upon such exercise between the date of the Merger Agreement and the Effective Time shall be proportionately adjusted as necessary converted at the Effective Time into a right to preserve receive the relative economic benefit Merger Consideration, subject to CenterState and Charterappraisal rights under the FBCA.

Manner of Converting Shares. Each share (a) At or prior to the Effective Time, Wachovia shall deposit, or shall cause to be deposited, with Wachovia Bank, N.A. (in such capacity, the "EXCHANGE AGENT"), for the benefit of CenterState common stock that is issued the holders of certificates formerly representing shares of Central Fidelity Common Stock ("OLD CERTIFICATES"), for exchange, certificates representing the shares of Wachovia Common Stock ("NEW CERTIFICATES") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "EXCHANGE FUND") to be paid in exchange for outstanding shares of Central Fidelity Common Stock. (b) As promptly as practicable after the Effective Date, Wachovia shall send or cause to be sent to each former holder of record of shares of Central Fidelity Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such stockholder's Old Certificates. Wachovia shall remain outstanding following cause the New Certificates into which shares of a stockholder's Central Fidelity Common Stock are converted on the A-27 (c) Notwithstanding the foregoing, neither the Exchange Agent nor Wachovia or Central Fidelity shall be liable to any former holder of Central Fidelity Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Wachovia, no dividends or other distributions with respect to Wachovia Common Stock with a record date occurring after 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 paid to the Effective Time, and each share holder of Charter common stock that is remitted to Charter prior to the Effective Time for purposes any unsurrendered Old Certificate representing shares of repaying amounts owed by the CharterBank Employee Central Fidelity Common 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 converted in the immediately preceding paragraph), shall be converted Merger into the right to receive (i) 0.738 shares (of such Wachovia Common Stock until the “Exchange Ratio”) holder thereof shall be entitled to receive New Certificates in exchange therefor, and no such shares of CenterState common stock (Central Fidelity Common Stock shall be eligible to vote until the “Stock Consideration”) and (ii) $2.30 in cashholder of Old Certificates is entitled to receive New Certificates. After becoming so entitled, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Wachovia Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion of the “Cash Consideration” and, together Exchange Fund that remains unclaimed by the stockholders of Central Fidelity for six months after the Effective Time shall be paid to Wachovia. Any stockholders of Central Fidelity who have not theretofore complied with the Stock Considerationexchange procedures shall thereafter look only to Wachovia for payment of the shares of Wachovia Common Stock, the “Merger Consideration”), and cash in lieu of any fractional shares. CenterState shall pay or cause to be paid to shares and unpaid dividends and distributions on Wachovia Common Stock deliverable in respect of each holder of a fractional share of CenterState common stockCentral Fidelity Common Stock such stockholder holds as determined pursuant to this Plan, rounded to the nearest one-hundredth of a sharein each case, an amount of cash (without any interest thereon and rounded to the nearest whole cent) determined by multiplying the fractional share interest in CenterState common stock to which Wachovia shall make 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 shall be prior to the Effective Time, the Merger Consideration shall be proportionately adjusted as necessary to preserve the relative economic benefit to CenterState and Charterpayment.