Rights of Former Shareholders. At the Effective Time, the stock transfer books of Xxxxxxx shall be closed as to holders of Xxxxxxx Common Stock immediately prior to the Effective Time, and no transfer of Xxxxxxx 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 Xxxxxxx Common Stock (other than shares to be canceled pursuant to Section 3.6 of this Agreement) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Sections 3.1 and 3.2 of this Agreement in exchange therefor. To the extent permitted by Law, former shareholders of record of Xxxxxxx shall be entitled to vote after the Effective Time at any meeting of CSBI shareholders the number of whole shares of CSBI Common Stock into which their respective shares of Xxxxxxx Common Stock are converted, regardless of whether such holders have exchanged their certificates representing Xxxxxxx Common Stock for certificates representing CSBI Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by CSBI on the CSBI Common Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares issuable pursuant to this Agreement, but no dividend or other distribution payable to the holders of record of CSBI Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Xxxxxxx Common Stock issued and outstanding at the Effective Time until such holder surrenders such certificate for exchange as provided in Section 4.1 of this Agreement. However, upon surrender of such Xxxxxxx Common Stock certificate, both the CSBI Common Stock certificate (together with all such undelivered dividends or other distributions without interest) and any undelivered cash payments to be paid for fractional share interests (without interest) shall be delivered and paid with respect to each share represented by such certificate.
Rights of Former Shareholders. At the Effective Time, the stock transfer books of each of HBI and Providence shall be closed, and no transfer of HBI Common Stock or Providence Common Stock by any holder thereof shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 2.4, each Certificate (other than Certificates representing Excluded Shares and Dissenter Shares), shall from and after the Effective Time represent for all purposes only the right to receive the HBI Merger Consideration or Providence Merger Consideration, as applicable, without interest, as provided in this Article II.
Rights of Former Shareholders. At the Effective Time, the stock transfer books of each of Premier and Premier New Orleans shall be closed and no transfer of Capital Stock of Premier or Premier New Orleans shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 3.02 of this Agreement, each certificate theretofore representing shares of Premier Common Stock, Premier Preferred Stock, Premier New Orleans Common Stock and Premier New Orleans Preferred Stock shall from and after the Effective Time represent for all purposes only the right to receive the Payments.
Rights of Former Shareholders. At the Effective Time, the stock ----------------------------- transfer books of Company shall be closed as to holders of Company Shares immediately prior to the Effective Time, and no transfer of Company Shares by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 1.8 of this Agreement, each certificate theretofore representing Company Shares (other than shares as to which dissenters' rights have been perfected as provided in Section 1.7 of this Agreement) shall, from and after the Effective Time, represent for all purposes only the right to receive the consideration provided in Section 1.1.1 of this Agreement in exchange therefor.
Rights of Former Shareholders. At the Effective Time, the ----------------------------- stock transfer books of each Cape Fear Entity shall be closed and no transfer of Shares shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of SECTION 3.02 of this Agreement, each certificate theretofore representing Shares shall from and after the Effective Time represent for all purposes only the right to receive the Payments.
Rights of Former Shareholders. At the Effective Time, the statutory books of the Seller Bank shall be closed as to holders of Common Stock or Seller Bank Restricted Stock immediately prior to the Effective Time and no transfer of Common Stock or Seller Bank Restricted Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 3.07, each Stock Certificate theretofore representing a share of Common Stock (other than any Excluded Share) shall from and after the Effective Time represent for all purposes only the right to receive the Per Share Merger Consideration. The Aggregate Merger Consideration payable in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the Common Stock (other than any Dissenting Shares), Seller Bank Restricted Stock and Seller Bank Options.
Rights of Former Shareholders. At the Effective Time, the stock transfer books of Chickamauga shall be closed as to holders of Chickamauga Stock immediately prior to the Effective Time, and no transfer of Chickamauga 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 Chickamauga 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 Sections 3.1 and 3.5 of this Agreement in exchange therefor.
Rights of Former Shareholders. At the Effective Time, the stock transfer books of Maplesville shall be closed as to holders of Maplesville Stock immediately prior to the Effective Time, and no transfer of Maplesville 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 Maplesville 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 Sections 3.1 and 3.5 of this Agreement in exchange therefor. To the extent permitted by Law, former shareholders of record of Maplesville shall be entitled to vote after the Effective Time at any meeting of SouthCrest shareholders the number of whole shares of SouthCrest Common Stock into which their respective shares of Maplesville Stock are converted, regardless of whether such holders have exchanged their certificates representing Maplesville Stock for certificates representing SouthCrest Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by SouthCrest on the SouthCrest Common Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares issuable pursuant to this Agreement, but no dividend or other distribution payable to the holders of record of SouthCrest Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Maplesville Stock issued and outstanding at the Effective Time until such holder surrenders such certificate for exchange as provided in Section 4.1 of this Agreement. However, upon surrender of such Maplesville Stock certificate in exchange for SouthCrest Common Stock, both the SouthCrest Common Stock certificate (together with all such undelivered dividends or other distributions without interest) and any undelivered cash payments to be paid for fractional share interests (without interest) shall be delivered and paid with respect to each share represented by such certificate.
Rights of Former Shareholders. Each holder of a certificate representing shares of Company Stock prior to the Effective Time who has not previously surrendered such certificate in accordance with Section 2.2 above may thereafter surrender such certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive from the Parent or the Company in exchange therefor the Merger Consideration in accordance with the terms hereof.
Rights of Former Shareholders. 7 2.8 Closing of the Company's Transfer Books .............................. 7 2.9
