Merging Corporation. The name of the merging corporation is CIBER Acquisition Corporation.
Merging Corporation. The voting stock of the Merging Corporation consists of common stock, $0.01 par value per share. The Plan of Merger was approved on , 2003 by the written consent of the sole shareholder of the Merging Corporation. The table below shows the number of shares voted for and the number of shares voted against the Merger. Such vote of the sole shareholder of the Merging Corporation is sufficient for approval of the Merger.
Merging Corporation. BOKSub shall be the merging corporation under the Merger and its corporate identity and existence, separate and apart from CNBT, shall cease on consummation of the Merger.
Merging Corporation. The name, state of incorporation and date of incorporation of the corporation, other than the Surviving Corporation, which is a party to the merger is as follows:
Merging Corporation. AcquisitionCo shall be the merging corporation in the Merger and its corporate identity and existence, separate and apart from Heartland, shall cease upon consummation of the Merger.
Merging Corporation. 1 Section 1.03
Merging Corporation. 1ST BANCORP shall be the merging corporation under the Merger and its corporate identity and existence, separate and apart from German American, shall cease on consummation of the Merger.
Merging Corporation. (a) Each outstanding share of the common stock of the Merging Corporation[, except for shares held by the Surviving Corporation and its Affiliates (other than shares held in a fiduciary capacity or as a result of debts previously contracted) and Dissenting Shares] shall at the Effective Time be converted into a fraction of a share of the common stock of the Surviving Corporation equal to the Conversion Ratio determined in accordance with subsection (b) below and each holder of certificates representing any such shares shall thereafter cease to have any rights with respect to such shares, except as provided herein.
(b) The conversion ratio upon which shares of the common stock of the Merging Corporation will be converted into shares of the common stock of the Surviving Corporation at the Effective Time of the Merger (the "Conversion Ratio") shall be equal to .747 unless the Average Closing Price is less than $12.50, in which case the Conversion Ratio shall be equal to the lesser of (i) .830 and (ii) a fraction, the numerator of which is $9.34 and the denominator of which is the Average Closing Price, unless, in the event the Average Closing Price is less than $11.25, the parties mutually agree in writing to a greater Conversion Ratio (which they shall not be obligated to do).
Merging Corporation. GW shall be the merging corporation under the Merger and its corporate identity and existence, separate and apart from the Surviving Corporation, shall cease at the Effective Time.
Merging Corporation. The total number of shares of all classes of stock which the Merging Corporation has authority to issue is 74,000,000 shares, consisting of 25,000,000 shares of preferred stock, par value $0.01 per share, and 49,000,000 shares of common stock, par value $0.01 per share (the "Merging Corporation Common Stock"). The aggregate par value of all shares of all classes having a par value is $740,000.
