Common use of Rights of Former Shareholders Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Thermoview Industries Inc), Agreement and Plan of Merger (Thermoview Industries Inc)

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Rights of Former Shareholders. At the Effective Time, the stock transfer books of each 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 each 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 either 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Thermoview Industries Inc), Agreement and Plan of Merger (Thermoview Industries Inc)

Rights of Former Shareholders. At the Effective Time, the stock transfer books of Company Xxxxxxx shall be closed as to holders of Company Xxxxxxx Common Stock immediately prior to the Effective Time Time, and no transfer of Company Xxxxxxx Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 4.14.1 of this Agreement, each certificate theretofore representing shares of Company Xxxxxxx Common Stock (other than shares to be canceled pursuant to Section 3.33.6 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 3.5 3.2 of this Agreement in exchange therefor. To the extent permitted by Law, subject, however, former shareholders of record of Xxxxxxx shall be entitled to Company's obligation to pay any dividends or make any other distributions with a record date prior to vote after the Effective Time which have been declared or made by Company in respect at any meeting of such CSBI shareholders the number of whole shares of Company 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 terms provisions of this Agreement and which remain unpaid at the Effective TimeAgreement. Whenever a dividend or other distribution is declared by Parent CSBI on the Parent 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 of Parent Common Stock issuable pursuant to this Agreement, but no dividend or other distribution payable to the holders of record of Parent CSBI Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Company Xxxxxxx Common Stock issued and outstanding at the Effective Time until such holder surrenders such certificate for exchange as provided in Section 4.14.1 of this Agreement. However, upon surrender of such Company Xxxxxxx Common Stock certificate, both the Parent CSBI Common Stock certificate (together with all such undelivered dividends or other distributions without interest) and any undelivered dividends and cash payments payable hereunder 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: Stock Option Agreement (Haywood Bancshares Inc), Agreement and Plan of Merger (Century South Banks Inc)

Rights of Former Shareholders. At the Effective Time, the stock transfer books of Company First Capital shall be closed as to holders of Company First Capital Common Stock immediately prior to the Effective Time Time, and no transfer of Company 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 4.14.1 of this Agreement, each certificate theretofore representing shares of Company First Capital Common Stock (other than shares to be canceled pursuant to Section 3.3Sections 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, subject, however, former shareholders of record of First Capital shall be entitled to Company's obligation to pay any dividends or make any other distributions with a record date prior to vote after the Effective Time which have been declared or made by Company in respect at any meeting of such Coastal shareholders the number of whole shares of Company Coastal Common Stock into which their respective shares of First Capital Common Stock are converted, regardless of whether such holders have exchanged their certificates representing First Capital Common Stock for certificates representing Coastal Common Stock in accordance with the terms provisions of this Agreement and which remain unpaid at the Effective TimeAgreement. Whenever a dividend or other distribution is declared by Parent Coastal on the Parent 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 of Parent Common Stock issuable pursuant to this Agreement, but no dividend or other distribution payable to the holders of record of Parent Coastal Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Company First Capital Common Stock issued and outstanding at the Effective Time until such holder surrenders such certificate for exchange as provided in Section 4.14.1 of this Agreement. However, upon surrender of such Company First Capital Common Stock certificate, both the Parent Coastal Common Stock certificate (together with all such undelivered dividends or other distributions without interest) and any undelivered dividends and cash payments payable hereunder 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: Agreement and Plan of Merger (Coastal Banking Co Inc), Agreement and Plan of Merger (First Capital Bank Holding Corp)

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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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Thermoview Industries Inc)

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