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 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.