Manner of Merger. (a) Subject to the provisions of this Article, by virtue of the Merger and without any action on the part of MNB, LBI or Newco, or the holder of any MNB Common Stock, LBI Common Stock or Newco Common Stock:
(i) each share of Newco Common Stock issued and outstanding immediately prior to the Effective Time shall at the Effective Time be canceled without consideration and without any action required on the part of LBI or MNB, as the holders thereof;
(ii) each share of LBI Common Stock issued and outstanding immediately prior to the Effective Time shall become and automatically be converted into one (1) share of Newco Common Stock (the "LBI 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 Newco Common Stock (the "LBI Exchange Shares"), provided, however, that all shares of LBI Common Stock held by LBI as treasury stock shall not be converted into shares of Newco Common Stock, but instead shall be canceled as a result of the Merger; and
(iii) each share of MNB Common Stock issued and outstanding immediately prior to the Effective Time shall become and automatically be converted into five hundred twenty three thousandths (0.523) shares of Newco Common Stock (the "MNB 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 Newco Common Stock (the "MNB Exchange Shares"), provided, however, that all shares of MNB Common Stock held by MNB as treasury stock shall not be converted into shares of Newco Common Stock, but instead shall be canceled as a result of the Merger, and provided further, that no Dissenting Shares (as defined below) held by stockholders of MNB shall be converted into shares of Newco Common Stock, but instead shall be treated as described in Section 3.4.
(b) After the Effective Time, no holder of LBI Common Stock or MNB Common Stock which is issued and outstanding immediately prior to the Effective Time will have any rights in respect of such LBI Common Stock or MNB Common Stock, respectively, except: (i) to receive shares of Newco Common Stock for the shares of LBI Common Stock or MNB Common Stock, respectively, converted as provided in this Section, plus an amount in cash, as provided below, for any fractional share of Newco Common Stock which such holder would have been entitled to receive; or (ii) to receive payment for su...
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, each Outstanding Bank Share shall be converted into the right to receive the Per Share Merger Consideration.
Manner of Merger. 12 Section 3.2 Rights as Stockholders; Stock Transfers............................ 12 Section 3.3
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 Agreement and the Merger Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:
(a) Each share of Interim Bank common stock 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 Resulting Bank; and
(b) Each share of Bank Common Stock (other than shares held by Bank or any Bank 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. The Per Share Cash Consideration that may be paid, on an aggregate basis, to Bank Stockholders is referred to herein as the "MERGER CONSIDERATION"; and
(c) Each share of Bank 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.
Manner of Merger. Provided that this Agreement shall not have been ---------------- terminated in accordance with its express terms, upon the terms and subject to the conditions of this Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law, as amended (the "DGCL"), at the Effective Time (as defined below), Acquisition Corp shall be merged with and into CGB&L. As a result of the Merger, the separate corporate existence of Acquisition Corp shall cease and CGB&L will be the Surviving Corporation.
Manner of Merger. 14 2.2 Effective Time; Closing.............................................................. 14 2.3
