Rights as Stockholders; Stock Transfers. Prior to the Effective Time, Charter shall continue to maintain its stock transfer records and to transfer and replace Certificates in accordance with its existing policies and past practices with regard to such transfers and replacements. At the Effective Time, all shares of Charter Common Stock, when converted in accordance with Section 2.01, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each Certificate or Book-Entry Share previously evidencing such shares shall thereafter represent only the right to receive for each such share of Charter Common Stock, the Merger Consideration and any cash in lieu of fractional shares of CenterState Common Stock in accordance with this Article II. At the Effective Time, Holders of Charter Common Stock shall cease to be, and shall have no rights as, stockholders of Charter, other than the right to receive the Merger Consideration and cash in lieu of fractional shares of CenterState Common Stock as provided under this Article II. After the Effective Time, there shall be no registration of transfers on the stock transfer books of Charter of shares of Charter Common Stock.
Appears in 4 contracts
Samples: Merger Agreement (Charter Financial Corp), Merger Agreement (CenterState Bank Corp), Merger Agreement (Charter Financial Corp)
Rights as Stockholders; Stock Transfers. Prior to the Effective Time, Charter NCC shall continue to maintain its stock transfer records and to transfer Certificates and Book-Entry Shares and replace Certificates in accordance with its existing policies and past practices with regard to such transfers and replacements. At the Effective Time, all shares of Charter NCC Common Stock, when converted in accordance with Section 2.01, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each Certificate or Book-Entry Share previously evidencing such shares shall thereafter represent only the right to receive for each such share of Charter NCC Common Stock, the Merger Consideration and any cash in lieu of fractional shares of CenterState Common Stock in accordance with this Article II. At the Effective Time, Holders of Charter NCC Common Stock shall cease to be, and shall have no rights as, stockholders of CharterNCC, other than the right to receive the Merger Consideration and cash in lieu of fractional shares of CenterState Common Stock as provided under this Article II. After the Effective Time, there shall be no registration of transfers on the stock transfer books of Charter NCC of shares of Charter NCC Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (National Commerce Corp), Merger Agreement (CenterState Bank Corp)