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.
Appears in 2 contracts
Samples: Merger Agreement (Haywood Bancshares Inc), Merger Agreement (Century South Banks Inc)
Rights of Former Shareholders. At the Effective Time, the stock transfer books of Xxxxxxx FCB shall be closed as to holders of Xxxxxxx FCB Common Stock immediately prior to the Effective Time, and no transfer of Xxxxxxx 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 Xxxxxxx FCB Common Stock (other than shares to be canceled pursuant to Section 3.6 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 3.2 3.5 of this Agreement in exchange therefor. To the extent permitted by Law, former shareholders of record of Xxxxxxx FCB shall be entitled to vote after the Effective Time at any meeting of CSBI Flag shareholders the number of whole shares of CSBI Flag Common Stock into which their respective shares of Xxxxxxx FCB Common Stock are convertedconvertible, regardless of whether such holders have exchanged their certificates representing Xxxxxxx FCB Common Stock for certificates representing CSBI Flag Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by CSBI Flag on the CSBI 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 CSBI Flag Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Xxxxxxx 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 Xxxxxxx FCB Common Stock certificatecertificate in exchange for Flag Common Stock, both the CSBI 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.
Appears in 2 contracts
Samples: Merger Agreement (First Capital Bancorp, Inc.), Merger Agreement (Flag Financial Corp)
Rights of Former Shareholders. At the Effective Time, the stock transfer books of Xxxxxxx First Capital shall be closed as to holders of Xxxxxxx First Capital Common Stock immediately prior to the Effective Time, and no transfer of Xxxxxxx First Capital 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 First Capital Common Stock (other than shares to be canceled pursuant to Section 3.6 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 3.2 3.5 of this Agreement in exchange therefor. To the extent permitted by Law, former shareholders of record of Xxxxxxx First Capital shall be entitled to vote after the Effective Time at any meeting of CSBI Coastal shareholders the number of whole shares of CSBI Coastal Common Stock into which their respective shares of Xxxxxxx First Capital Common Stock are converted, regardless of whether such holders have exchanged their certificates representing Xxxxxxx First Capital Common Stock for certificates representing CSBI Coastal Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by CSBI Coastal on the CSBI Coastal 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 Coastal Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Xxxxxxx First Capital 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 First Capital Common Stock certificate, both the CSBI Coastal 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.
Appears in 2 contracts
Samples: Merger Agreement (Coastal Banking Co Inc), Merger Agreement (First Capital Bank Holding Corp)
Rights of Former Shareholders. At the Effective Time, the stock transfer books of Xxxxxxx Company shall be closed as to holders of Xxxxxxx Company Common Stock immediately prior to the Effective Time, Time and no transfer of Xxxxxxx 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 Agreement4.1, each certificate theretofore representing shares of Xxxxxxx Company Common Stock (other than shares to be canceled pursuant to Section 3.6 of this Agreement3.3) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Sections 3.1 and 3.2 of this Agreement 3.5 in exchange therefor. To the extent permitted by Law, former shareholders of subject, however, to Company's obligation to pay any dividends or make any other distributions with a record of Xxxxxxx shall be entitled date prior to vote after the Effective Time at any meeting which have been declared or made by Company in respect of CSBI shareholders the number of whole such 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 Company Common Stock in accordance with the provisions terms of this AgreementAgreement and which remain unpaid at the Effective Time. Whenever a dividend or other distribution is declared by CSBI Parent on the CSBI 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 CSBI Parent Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Xxxxxxx Company 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 Agreement4.1. However, upon surrender of such Xxxxxxx Company Common Stock certificate, both the CSBI Parent Common Stock certificate (together with all such undelivered dividends or other distributions without interest) and any undelivered dividends and cash payments to be paid for fractional share interests payable hereunder (without interest) shall be delivered and paid with respect to each share represented by such certificate.
Appears in 2 contracts
Samples: Merger Agreement (Thermoview Industries Inc), Merger Agreement (Thermoview Industries Inc)
Rights of Former Shareholders. At the Effective Time, the stock transfer books of Xxxxxxx each Company shall be closed as to holders of Xxxxxxx Company Common Stock immediately prior to the Effective Time, Time and no transfer of Xxxxxxx 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 Agreement4.1, each certificate theretofore representing shares of Xxxxxxx Company Common Stock (other than shares to be canceled pursuant to Section 3.6 of this Agreement3.3) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Sections 3.1 and 3.2 of this Agreement 3.5 in exchange therefor. To the extent permitted by Law, former shareholders of subject, however, to each Company's obligation to pay any dividends or make any other distributions with a record of Xxxxxxx shall be entitled date prior to vote after the Effective Time at any meeting which have been declared or made by either Company in respect of CSBI shareholders the number of whole such 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 Company Common Stock in accordance with the provisions terms of this AgreementAgreement and which remain unpaid at the Effective Time. Whenever a dividend or other distribution is declared by CSBI Parent on the CSBI 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 CSBI Parent Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Xxxxxxx Company 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 Agreement4.1. However, upon surrender of such Xxxxxxx Company Common Stock certificate, both the CSBI Parent Common Stock certificate (together with all such undelivered dividends or other distributions without interest) and any undelivered dividends and cash payments to be paid for fractional share interests payable hereunder (without interest) shall be delivered and paid with respect to each share represented by such certificate.
Appears in 2 contracts
Samples: Merger Agreement (Thermoview Industries Inc), Merger Agreement (Thermoview Industries Inc)
Rights of Former Shareholders. At the Effective Time, the stock transfer books of Xxxxxxx Company shall be closed as to holders of Xxxxxxx Company Common Stock immediately prior to the Effective Time, Time and no transfer of Xxxxxxx 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 Agreement4.1, each certificate theretofore representing shares of Xxxxxxx Company Common Stock (other than shares to be canceled pursuant to Section 3.6 of this Agreement3.3) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Sections 3.1 and 3.2 of this Agreement 3.5 in exchange therefor. To the extent permitted by Law, former shareholders of subject, however, to Company's obligation to pay any dividends or make any other distributions with a record of Xxxxxxx shall be entitled date prior to vote after the Effective Time at any meeting which have been declared or made by Company in respect of CSBI shareholders the number of whole such 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 Company Common Stock in accordance with the provisions terms of this AgreementAgreement and which remain unpaid at the Effective Time. Whenever a dividend or other distribution is declared by CSBI Parent on the CSBI 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 CSBI Parent Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Xxxxxxx Company 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 Agreement4.1. However, upon surrender of such Xxxxxxx Company Common Stock certificate, both the CSBI Parent Common Stock certificate (together with all such undelivered dividends or other distributions without interest) and any undelivered dividends and cash payments to be paid for fractional share interests payable hereunder (without interest) shall be delivered and paid with respect to each share represented by such certificate.
Appears in 1 contract
Rights of Former Shareholders. At the Effective Time, the stock transfer books of Xxxxxxx BCG shall be closed as to holders of Xxxxxxx BCG Common Stock immediately prior to the Effective Time, Time and no transfer of Xxxxxxx BCG 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 BCG Common Stock (other than shares to be canceled pursuant to Section 3.6 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 3.2 3.5 of this Agreement in exchange therefor. To the extent permitted by Law, former shareholders of record of Xxxxxxx BCG shall be entitled to vote after the Effective Time at any meeting of CSBI shareholders the number of whole shares of CSBI BCG Common Stock into which their respective shares of Xxxxxxx BCG Common Stock are converted, regardless of whether such holders have exchanged their certificates representing Xxxxxxx BCG 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 BCG 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 BCG 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.
Appears in 1 contract