Rights of Former Company Shareholders. At the Effective Time, the stock transfer books of the Company shall be closed as to holders of Company Common Stock immediately prior to the Effective Time, and no transfer of Company Common Stock by any such holder shall thereafter be made or recognized. If, after the Effective Time, Company Certificates and Book-Entry Shares representing shares of Company Common Stock are presented to the Surviving Corporation for transfer, they shall be canceled and exchanged for the Merger Consideration as provided in this Article 1. Until surrendered for exchange in accordance with the provisions of Section 1.9, each Company Certificate theretofore representing shares of Company Common Stock and each Book-Entry Share (other than shares to be canceled pursuant to Section 1.6(b)) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 1.6 in exchange therefor, subject, however, to the Surviving Corporation’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which have been declared or made by the Company in respect of such shares of Company Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. To the extent permitted by Law, former shareholders of record of the Company shall be entitled to vote after the Effective Time at any meeting of Bearing shareholders the number of whole Bearing Common Shares into which their respective shares of Company Common Stock are converted, regardless of whether such holders have exchanged their Company Certificates or Book-Entry Shares for Bearing Common Shares in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by Bearing on the Bearing Common Shares, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares of Bearing Common Shares issuable pursuant to this Agreement, no dividend or other distribution payable to the holders of record of Bearing Common Shares as of any time subsequent to the Effective Time shall be delivered to the holder of any Company Certificates or Book-Entry Shares until such holder surrenders such Company Certificates or Book-Entry Shares for exchange as provided in Section 1.9. However, upon surrender of such Company Certificates or Book-Entry Shares, both the Bearing Common Shares (together wit...
Rights of Former Company Shareholders. 4 ARTICLE 5 -
Rights of Former Company Shareholders. At the Effective Time, the stock transfer books of the Company shall be closed as to holders of Company Common Stock immediately prior to the Effective Time and no transfer of Company Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 4.1 of this Agreement, each certificate theretofore representing shares of Company Common Stock (other than shares to be canceled pursuant to Sections 3.3 and 3.4 of this Agreement) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 3.1 of this Agreement in exchange therefor, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which have been declared or made by the Company in respect of such shares of Company Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. However, upon surrender of such Company Common Stock certificate, the applicable Merger Consideration shall be delivered and paid with respect to each share represented by such certificate.
Rights of Former Company Shareholders. (a) At the Effective ------------------------------------- Time, the stock transfer books of the Company shall be closed as to holders of the Company Common Stock immediately prior to the Effective Time, and no transfer of the Company Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 2.2(b) of this Agreement, each certificate theretofore representing shares of the Company Common Stock shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 2.1 and 2.3 of this Agreement in exchange therefor.
(b) At the Closing or immediately after the Effective Time, each holder of shares of Company Common Stock issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to InterCept or Buyer and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 2.1 of this Agreement (less the Escrow Shares delivered to the Escrow Agent pursuant to Section 2.3 hereof). InterCept and Buyer shall not be obligated to deliver the consideration to which any former holder of the Company Common Stock is entitled as a result of the Merger until such holder surrenders such holder's certificate or certificates representing the shares of Company Common Stock for exchange as provided in this Section 2.2(b). The certificate or certificates of the Company Common Stock so surrendered shall be duly endorsed as the Buyer or InterCept may require.
(c) At the Closing or immediately after the Effective Time Xxxx Xxxxxxxx, upon his cancellation and delivery of the Xxxxxxxx Note to InterCept or Buyer, shall promptly receive in exchange therefor the consideration provided in Section 2.1 of this Agreement.
Rights of Former Company Shareholders. At the Effective Time, the stock transfer books of the Company shall be closed as to holders of Company Common Stock immediately prior to the Effective Time and no transfer of Company Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 4.1, each Certificate theretofore representing shares of Company Common Stock (other than shares to be canceled pursuant to Section 3.1(d) or as to which statutory dissenters' rights have been perfected as provided in Section 3.3) shall from and after the Effective Time represent for all purposes only the right to receive the Cash Payment or the Stock Payment, as applicable, in exchange therefore.
Rights of Former Company Shareholders. At the Effective Time, the ------------------------------------- stock transfer books of Company shall be closed as to holders of Company Capital Stock immediately prior to the Effective Time and no transfer of Company Capital Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 4.1, each certificate theretofore representing shares of Company Capital Stock (other than shares to be canceled pursuant to Sections 3.3 and 3.4) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Sections 3.1(c) and 3.5 in exchange therefor. However, upon surrender of each such Company Capital Stock certificate, both the Acquiror Common Stock certificate and any cash payments payable hereunder (without interest) shall be delivered and paid with respect to each share represented by such certificate.
Rights of Former Company Shareholders. At the Effective Time, the stock transfer books of Company shall be closed as to holders of Company Capital Stock immediately prior to the Effective Time and no transfer of Company Capital Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 2.8, each Certificate theretofore representing shares of Company Capital Stock (other than shares to be cancelled pursuant to Subsection 2.6(d) or as to Dissenting Shares) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Subsections 2.6(a) through 2.6(c) in exchange therefor.
Rights of Former Company Shareholders. At the Effective Time, the stock transfer books of the Company shall be closed as to holders of Company Common Stock and no transfer of Company Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 2.1, each Company Certificate (other than Company Certificates representing Excluded Shares) shall from and after the Effective Time represent for all purposes only the right to receive the Merger Consideration in exchange therefor.
Rights of Former Company Shareholders. (a) At the Closing, the stock transfer books of the Company shall be closed as to holders of Company Common Stock immediately prior to the Effective Time, and no transfer of Company Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 2.2(b) of this Agreement, each certificate theretofore representing shares of Company Common Stock shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 2.1 and 2.3 of this Agreement in exchange therefor.
(b) At the Closing or immediately after the Effective Time, each holder of shares of Company Common Stock issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to Ebank and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 2.1 of this Agreement. Ebank shall not be obligated to deliver the consideration to which any former holder of Company Common Stock is entitled as a result of the Purchase until such holder surrenders such holder's certificate or certificates representing the shares of Company Common Stock for exchange as provided in this Section 2.2(b). The certificate or certificates of Company Common Stock so surrendered shall be duly endorsed as Ebank may require.
Rights of Former Company Shareholders. On or before the Closing Date, the stock transfer books of the Company shall be closed as to holders of Company Common Stock and no transfer of Company Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 2.1, each Company Certificate (other than the Company Certificates representing Excluded Shares) shall from and after the Effective Time represent for all purposes only the right to receive the Merger Consideration in exchange therefor and any cash in lieu of fractional shares of SBC Common Stock to be issued or paid in consideration therefor upon surrender of such Company Certificate in accordance with Section 1.4(c), and any dividends or distributions to which such holder is entitled pursuant to this Article 2. No dividends or other distributions with respect to SBC Common Stock with a record date after the Effective Time shall be paid to the holder of any un-surrendered Company Certificate with respect to the shares of SBC Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 1.4(c), and all such dividends, other distributions and cash in lieu of fractional shares of SBC Common Stock shall be paid by
