Manner of Merger. (a) By virtue of the Merger and without any action on the part of ISBF, each share of ISBF Common Stock issued and outstanding immediately prior to the Effective Time shall be unaffected by the Merger and shall thereafter represent one share of stock of the Surviving Corporation.
(b) Subject to the provisions of this Article, by virtue of the Merger and without any action on the part of ISBF or MidWestOne, or the holder of any MidWestOne Common Stock, each share of MidWestOne Common Stock issued and outstanding immediately prior to the Effective Time, shall become and automatically be converted into 0.95 shares of ISBF Common Stock (the “Exchange Ratio”), and shall thereafter represent the right to receive and be exchangeable for such number of shares, rounded to the nearest thousandth of a share of ISBF Common Stock (the “Exchange Shares”); provided, however, that all shares of MidWestOne Common Stock held by MidWestOne as treasury stock shall not be converted into shares of ISBF Common Stock, but instead shall be canceled as a result of the Merger.
(c) After the Effective Time, no holder of MidWestOne Common Stock that is issued and outstanding immediately prior to the Effective Time will have any rights in respect of such MidWestOne Common Stock except to receive shares of ISBF Common Stock for the shares of MidWestOne Common Stock converted as provided in this Section, plus an amount in cash, as provided below, for any fractional share of ISBF Common Stock that such holder would have been entitled to receive.
(d) If, subject to Section 7.14, ISBF declares a stock dividend, stock split or other general distribution of ISBF Common Stock to holders of ISBF Common Stock and the ex-dividend or ex-distribution date for such stock dividend, stock split or distribution occurs at any time after the date of this Agreement and prior to the Closing, then the Exchange Ratio shall be adjusted by multiplying it by a fraction: (i) the numerator of which shall be the total number of shares of ISBF Common Stock outstanding immediately after such dividend, split or distribution; and (ii) the denominator of which shall be the total number of shares of ISBF Common Stock outstanding immediately prior to such dividend, split, or distribution. Notwithstanding the foregoing, and subject to Section 7.14, no adjustment shall be made to the Exchange Ratio in the event of the issuance of additional shares of ISBF Common Stock pursuant to the grant or sale of shares to, or for the ...
Manner of Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined below), Heritage shall be merged with and into Acquisition Corp pursuant to the provisions of, and with the effect provided in, the Illinois Business Corporation Act of 1983, as amended (the "Illinois BCA"), and Acquisition Corp shall be the corporation resulting from such merger (the "Surviving Corporation"). As a result of the Merger, each share of Heritage Common Stock issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares (as defined below), will be converted into the right to receive the number of shares of Acquiror Common Stock as provided in Section 3.2. Each right to acquire shares of Heritage Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to acquire shares of Acquiror Common Stock as provided in Section 6.12. The parties agree that they will cooperate and restructure the method of the Merger so as to prevent the recognition of the deferred inter-company tax liability relating to the purchase and assumption transaction consummated by the Bank and the Trust Bank, provided, however, that any such restructuring shall have no adverse effect on the consideration to be received pursuant to the terms of this Agreement by, or the tax effect on, holders of Heritage Common Stock.
Manner of Merger. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:
(a) Each membership interest of Acquisition LLC issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable membership interest of the Surviving Entity.
(b) Each share of Citizens Common Stock held by any Election Stockholder (other than shares held by Citizens or any Citizens Subsidiary, except for shares held by any of them in a fiduciary capacity, and Dissenting Shares) shall be converted, subject to the election of the holder as provided in, and subject to the limitations set forth in, this Article, into: (i) the Per Share Stock Consideration, or (ii) the Per Share Cash Consideration. The Per Share Cash Consideration that may be paid, on an aggregate basis, to Citizens Stockholders is referred to herein as the "CASH CONSIDERATION," and the Per Share Stock Consideration that may be paid, on an aggregate basis, to Citizens Stockholders is referred to herein as the "STOCK CONSIDERATION." The Cash Consideration and the Stock Consideration are referred to herein collectively as the "MERGER CONSIDERATION." Each Outstanding Citizens Share held by any Mandatory Cash Stockholder (other than shares held by Citizens or any Citizens Subsidiary, except for shares held by any of them in a fiduciary capacity, and Dissenting Shares) shall be converted into the right to receive the Per Share Cash Consideration.
(c) Each share of Citizens Common Stock held as treasury stock immediately prior to the Effective Time shall be cancelled and retired at the Effective Time and no consideration shall be issued in exchange therefor.
(d) An Election Stockholder may, upon the making of a proper election under SECTION 3.3, elect to receive all Stock Consideration, all Cash Consideration or a combination of Stock Consideration and Cash Consideration in exchange for their shares of Citizens Common Stock.
(e) Notwithstanding any other provision contained in this Agreement, on an aggregate basis, fifty percent (50%) of the Outstanding Citizens Shares shall be converted into the Stock Consideration and the remaining fifty percent (50%) of the Outstanding Citizens Shares shall be converted into the Cash Consideration.
Manner of Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined below), FDB and BIF shall be merged with and into Newco pursuant to the provisions of, and with the effect provided in the BCA, and Newco shall be the corporation resulting from such merger. As a result of the Merger, each share of FDB Common Stock issued and outstanding immediately prior to the Effective Time, other than any Dissenting Shares held by FDB stockholders or as otherwise provided herein, and each share of BIF Common Stock issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares held by BIF stockholders or as otherwise provided herein, will be converted into the right to receive the number of shares of Newco Common Stock in accordance with the FDB Exchange Ratio and the BIF Exchange Ratio, respectively, set forth in Section 3.2(a).
Manner of Merger. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person, the Bank Stock shall be converted into the right to receive the Merger Consideration.
Manner of Merger. 14 Section 3.2 Adjustment of Per Share Purchase Price................................ 14 Section 3.3 Rights as Stockholders; Stock Transfers............................... 15 Section 3.4
Manner of Merger. Upon the terms and subject to the ------------------ conditions of this Agreement, at the Effective Time (as defined below), LBI and MNB shall be merged with and into Newco pursuant to the provisions of, and with the effect provided in the General Corporation Law of the State of Delaware, as amended (the "Delaware Code"), and Newco shall be the Resulting Corporation. After the Merger, Newco will change its name to "Landmark Bancshares, Inc." As a result of the Merger, each share of LBI Common Stock issued and outstanding immediately prior to the Effective Time, other than any Dissenting Shares held by LBI stockholders or as otherwise provided herein, and each share of MNB Common Stock issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares held by MNB stockholders or as otherwise provided herein, will be converted into the right to receive the number of shares of Newco Common Stock in accordance with the LBI Exchange Ratio and the MNB Exchange Ratio, respectively, as set forth in Section 3.1(a).
Manner of Merger. Subject to the provisions of this Article, by virtue of the Merger and without any action on the part of Old Second Acquisition, Inc. or HeritageBanc or the holder of any HeritageBanc Common Stock or any other Person:
(a) Each share of Old Second Acquisition, Inc. stock shall be converted into one (1) validly issued, fully paid and non-assessable share of stock of the Surviving Corporation.
(b) Each share of HeritageBanc Common Stock issued and outstanding immediately prior to the Effective Time, shall be cancelled and, subject to the election of the holder as provided in and subject to the limitations set forth in this ARTICLE 3, automatically converted into the right to receive: (i) cash, without interest (the “Cash Consideration”), in an amount equal to the quotient of (A) the Purchase Price, divided by (B) the total number of shares of HeritageBanc Common Stock which are issued and outstanding as of the Effective Date (the ”Outstanding Shares”); or (ii) that number of shares (the “Stock Consideration”) of Old Second Common Stock that is equal to the quotient of (A) the Purchase Price, divided by the Outstanding Shares, divided by (B) the Average Trading Price. The Cash Consideration and the Stock Consideration are referred to herein collectively as the “Merger Consideration.” For purposes of this Section, “Average Trading Price” means an amount, determined three (3) days prior to the Closing Date, equal to the 30-day volume weighted average closing price, calculated using the default criteria for the function known as “Bloomberg VWAP” of the AQR function for Old Second Common Stock on the automated quote and analytical system distributed by Bloomberg Financial LP, rounded to four decimal points, of Old Second Common Stock on the NASDAQ/NMS; provided that, in the event that the Average Trading Price is an amount less than $27.50 (the “Minimum Price”) or greater than $32.25 (the “Maximum Price”), the Average Trading Price shall be deemed to be the Minimum Price or the Maximum Price, respectively, subject to any further adjustment which may be made pursuant to the provisions of Section 11.1(j).
Manner of Merger. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror or First Kansas or the holder of any First Kansas Common Stock:
(i) each share of common stock, $0.01 par value per share, of Acquisition Corp issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation;
(ii) each share of First Kansas Common Stock issued and outstanding immediately prior to the Effective Time, including shares granted pursuant to the First Kansas Restricted Stock Plan which have fully vested prior to the Closing Date, shall be converted into the right to receive cash in an amount equal to (i) Nineteen Dollars ($19.00) minus (ii) the Per Share Equity Adjustment, if any, as defined below, minus (iii) the Per Share Remediation Cost, if any, as defined below (the “Purchase Price Per Share”);
(iii) each share of First Kansas Common Stock held by First Kansas as treasury stock shall not be converted into the right to receive cash, but instead shall be canceled as a result of the Merger;
(iv) each First Kansas Stock Option shall, ipso facto and without any action on the part of holders thereof, become and be converted into the right to receive the difference between the Purchase Price Per Share and the applicable option exercise price (the “Option Spread”), payable as provided herein and less any Tax withholding required under the Code or any provision of state or local law, and prior to the Effective Time, the board of directors of First Kansas and the committee or committees established under the First Kansas Stock Option Plan shall take such actions or make such determinations as may be required under the First Kansas Stock Option Plan, subject to the approval of Acquiror, to effect the provisions of this Agreement; and
(v) each share of First Kansas Common Stock owned by Acquiror shall be cancelled.
(b) For the purposes of this Section 3.1, the “Per Share Equity Adjustment”, if any, shall be equal to (i) the total amount that the Adjusted Stockholders’ Equity (as calculated immediately prior to the Closing Date) is less than Thirteen Million Six Hundred Thousand Dollars ($13,600,000) divided by (ii) 1,040,324.
(c) For the purposes of this Section 3.1, the “Per Share Remediation Cost”, if any, shall be equal to (i) the total of the difference of the Remediation Cost, as defined in Section 6.10(b), minus One Hundred Thous...
Manner of Merger. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the Company Common Stock or any of the shares of the capital stock of Merger Sub:
(a) Each of the shares of Outstanding Company Common Stock (other than shares held as treasury stock, shares held by Acquiror or any shares remitted to the Company prior to the Effective Time for purposes of repayment of the Company ESOP loan balance as contemplated by Section 6.18) shall be converted into the right to receive the Per Share Price.
(b) Each share of Company Common Stock held as treasury stock or by Acquiror immediately prior to the Effective Time shall be cancelled and retired at the Effective Time and no consideration shall be issued in exchange therefor.
(c) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly-issued, fully paid and non-assessable share of common stock of the Surviving Entity, and such common stock of the Surviving Entity shall constitute all of the issued and outstanding shares of capital stock of the Surviving Entity immediately following the Effective Time.
