NEW BANK COMMON STOCK. On the Effective Date, the shares of New Bank Common Stock issued and outstanding immediately prior to the Effective Date shall be converted automatically and without any action on the part of the holders thereof into 20,000 shares of common stock, par value $5.00 per share, of the Resulting Bank. The shares of common stock of the Resulting Bank into which such New Bank Common Stock are converted shall represent ownership of 100% of the issued and outstanding capital stock of the Resulting Bank, all of which shall be owned by NVBancorp.
NEW BANK COMMON STOCK. Each issued and outstanding share of New Bank Common Stock on the Effective Date (other than the following shares of New Bank Common Stock which shall be cancelled, retired and cease to exist, and no exchange or payment shall be made with respect thereto: (i) Dissenting Shares (as defined in Section 1.7), if any, (ii) shares of New Bank Common Stock held as treasury stock of New Bank, and (iii) shares of New Bank Common Stock held directly or indirectly by TCF except for such shares held in a fiduciary capacity or in satisfaction of a debt previously contracted), shall be converted into and exchangeable for the Merger Consideration. The aggregate number of shares of New Bank Common Stock entitled to receive the Merger Consideration is referred to as the "Outstanding New Bank Shares." The "Merger Consideration" shall consist of the amount of cash and/or shares of TCF Common Stock (valued at the Average TCF Stock Price (as defined below)) which, when combined, equals the value per share set forth in the chart below opposite the appropriate Average TCF Stock Price, as may be determined not later than the Effective Time pursuant to the provisions of this Section 1.3(a). Such amount shall be allocated among the holders of New Bank Common Stock in accordance with Section 1.4. The amount of Merger Consideration payable with respect to each share of New Bank Common Stock entitled to Merger Consideration is referred to as the "Merger Consideration Value Per Share." The "Merger Consideration Value Per Share" shall be determined as follows: -------------------------------------------------------------------------------- AVERAGE TCF STOCK PRICE MERGER CONSIDERATION VALUE PER SHARE -------------------------------------------------------------------------------- Greater than $54.00 $12.50 + 0.24643 x Average TCF Stock Price -------------------------------------------------------------------------------- Greater than $47.75 and less than $25.81 or equal to $54.00 -------------------------------------------------------------------------------- Greater than or equal to $43.75 $12.50 + 0.27869 x Average TCF Stock and less than or equal to $47.75 Price Greater than or equal to $37.50 $24.69 and less than $43.75 -------------------------------------------------------------------------------- Less than $37.50 $12.50 + 0.32514 x Average TCF Stock Price --------------------------------------------------------------------------------
