Rights as Shareholders; Stock Transfers. All shares of HVBC Stock, when converted as provided in Section 2.01(a)(ii), shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate previously evidencing such shares of HVBC Stock (each, a “Certificate”, it being understood that any reference herein to “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of HVBC Stock) shall thereafter represent only the right to receive for each such share of HVBC Stock, the Merger Consideration and, if applicable, any cash in lieu of fractional shares of CZFS Stock in accordance with Section 2.04(l). At the Effective Time, holders of the HVBC Stock shall cease to be, and shall have no rights as, shareholders of HVBC other than the right to receive the Merger Consideration and cash in lieu of fractional shares of CZFS Stock as provided under this Article II. After the Effective Time, there shall be no transfers on the stock transfer books of HVBC of shares of HVBC Stock.
Appears in 3 contracts
Samples: Merger Agreement (HV Bancorp, Inc.), Merger Agreement (HV Bancorp, Inc.), Merger Agreement (Citizens Financial Services Inc)
Rights as Shareholders; Stock Transfers. All shares of HVBC Exxxx Stock, when converted as provided in Section 2.01(a)(ii), shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate previously evidencing such shares of HVBC Exxxx Stock (each, a “Certificate”, it being understood that any reference herein to “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of HVBC Exxxx Stock) shall thereafter represent only the right to receive for each such share of HVBC Exxxx Stock, the Merger Consideration and, if applicable, any cash in lieu of fractional shares of CZFS NBT Stock in accordance with Section 2.04(l2.03(f). At the Effective Time, holders of the HVBC Exxxx Stock shall cease to be, and shall have no rights as, shareholders of HVBC Exxxx other than the right to receive the Merger Consideration and cash in lieu of fractional shares of CZFS NBT Stock as provided under this Article II. After the Effective Time, there shall be no transfers on the stock transfer books of HVBC Exxxx of shares of HVBC Exxxx Stock.
Appears in 2 contracts
Samples: Merger Agreement (Evans Bancorp Inc), Merger Agreement (Evans Bancorp Inc)
Rights as Shareholders; Stock Transfers. All shares of HVBC Xxxxx Stock, when converted as provided in Section 2.01(a)(ii), shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate previously evidencing such shares of HVBC Xxxxx Stock (each, a “Certificate”, it being understood that any reference herein to “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of HVBC Xxxxx Stock) shall thereafter represent only the right to receive for each such share of HVBC Xxxxx Stock, the Merger Consideration and, if applicable, any cash in lieu of fractional shares of CZFS NBT Stock in accordance with Section 2.04(l2.03(f). At the Effective Time, holders of the HVBC Xxxxx Stock shall cease to be, and shall have no rights as, shareholders of HVBC Xxxxx other than the right to receive the Merger Consideration and cash in lieu of fractional shares of CZFS NBT Stock as provided under this Article II. After the Effective Time, there shall be no transfers on the stock transfer books of HVBC Xxxxx of shares of HVBC Xxxxx Stock.
Appears in 1 contract
Samples: Merger Agreement (NBT Bancorp Inc)