Rights of Former Shareholders. At the Effective Time, the stock transfer books of 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 3.3) 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 in exchange therefor, subject, however, to 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 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. Whenever a dividend or other distribution is declared by Parent on the Parent 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 of Parent Common Stock issuable pursuant to this Agreement, but no dividend or other distribution payable to the holders of record of Parent Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Company Common Stock issued and outstanding at the Effective Time until such holder surrenders such certificate for exchange as provided in Section 4.1. However, upon surrender of such Company Common Stock certificate, both the Parent Common Stock certificate (together with all such undelivered dividends or other distributions without interest) and any undelivered dividends and cash payments payable hereunder (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 FCB shall be closed as to holders of FCB Common Stock immediately prior to the Effective Time, and no transfer of FCB 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 FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 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 FCB shall be entitled to vote after the Effective Time at any meeting of Flag shareholders the number of whole shares of Flag Common Stock into which their respective shares of FCB Common Stock are convertible, regardless of whether such holders have exchanged their certificates representing FCB Common Stock for certificates representing Flag Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by Flag on the Flag 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 Flag Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of FCB 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 FCB Common Stock certificate in exchange for Flag Common Stock, both the Flag 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 or Excess Shares (in each case 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 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. 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
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 Bank shall be closed as to holders of Bank Common Stock immediately prior to the Effective Time, and no transfer of Bank 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 Bank 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 Per Share Cash Consideration in exchange therefor. Upon surrender of such Bank Common Stock certificate, the Per Share Cash Consideration shall be delivered and paid by PAB with respect to each share represented by such certificate.
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.
