Rights of Former Seller Shareholders. At the Effective Time, the stock transfer books of Seller shall be closed as to holders of Seller Common Stock immediately prior to the Effective Time and no transfer of Seller 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 Seller 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 3.2) shall from and after the Effective Time represent for all purposes only the right to receive the Merger Consideration provided in Article 3 in exchange therefor, subject, however, to the Surviving Company’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 Seller in respect of such shares of Seller Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time.
Appears in 3 contracts
Samples: Merger Agreement (Charter Financial Corp), Merger Agreement (Charter Financial Corp), Merger Agreement (Charter Financial Corp)
Rights of Former Seller Shareholders. At the Effective Time, the stock transfer books of Seller shall be closed as to holders of Seller Common Stock immediately prior to the Effective Time and no transfer of Seller Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 4.13.1, each Certificate theretofore representing shares of Seller Common Stock (other than shares to be canceled pursuant to Section 3.1(d) Sections 3.2 or as to which statutory dissenters’ ' rights have been perfected as provided in Section 3.23.3) shall from and after the Effective Time represent for all purposes only the right to receive the Merger Consideration consideration provided in Article 3 Section 3.1 in exchange therefor, subject, however, to the Surviving Company’s Seller'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 Seller in respect of such shares of Seller Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time.
Appears in 1 contract
Samples: Share Exchange Agreement (First Security Group Inc/Tn)
Rights of Former Seller Shareholders. At the Effective Time, the stock transfer books of Seller shall be closed as to holders of Seller Common Stock immediately prior to the Effective Time and no transfer of Seller Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 4.13.1, each Certificate theretofore representing shares of Seller Common Stock (other than shares to be canceled pursuant to Section 3.1(d) Sections 3.2 or as to which statutory dissenters’ ' rights have been perfected as provided in Section 3.23.3) shall from and after the Effective Time represent for all purposes only the right to receive the Merger Consideration consideration provided in Article 3 Section 3.1 in exchange therefor, subject, however, to the Surviving Company’s Seller'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 Seller in respect of such shares of Seller Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time.
Appears in 1 contract
Rights of Former Seller Shareholders. At the Effective Time, the stock transfer books of Seller shall be closed as to holders of Seller Common Stock immediately prior to the Effective Time and no transfer of Seller Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 4.13.1, each Certificate theretofore representing shares of Seller Common Stock (other than shares to be canceled pursuant to Section 3.1(d) Sections 3.2 or as to which statutory dissenters’ rights have been perfected as provided in Section 3.23.3) shall from and after the Effective Time represent for all purposes only the right to receive the Merger Consideration consideration provided in Article 3 Section 3.1 in exchange therefor, subject, however, to the Surviving CompanySeller’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 Seller in respect of such shares of Seller Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time.
Appears in 1 contract
Samples: Share Exchange Agreement (First Security Group Inc/Tn)