SCB Common Stock. Each share of SCB Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall be unchanged by the Merger.
SCB Common Stock. In the event SCB changes the number of shares of SCB Common Stock issued and outstanding following the date of this Agreement but prior to the Effective Time as a result of a stock split, stock dividend, recapitalization, reorganization, or any other transaction in which any security of SCB or any other entity or cash is issued or paid in respect of the outstanding shares of SCB Common Stock and the record date therefor is after the date of this Agreement and prior to the Effective Time, the Merger Consideration shall be proportionately adjusted.
SCB Common Stock. On the Effective Date, each share of SCB Common Stock, issued and outstanding immediately prior to the Effective Time of the Merger (other than Dissenters’ Shares, as defined below) shall be converted into the right to receive the Per Share Merger Consideration as provided in Section 3.03 hereof; and
SCB Common Stock. Subject to Sections 3.02, 3.05, 3.06, 3.07 and 9.05, each share of SCB Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into, and shall be canceled in exchange for, the right to receive 0.9629 shares of PPBI Common Stock (the “Exchange Ratio”), provided that the PPBI Average Share Price is equal to or greater than $16.550 but less than or equal to $22.391. To the extent the PPBI Average Share Price is less than $16.550, the Exchange Ratio shall equal the quotient resulting when (A) $15.936 is divided by (B) the PPBI Average Share Price, rounded to the nearest ten-thousandth. To the extent the PPBI Average Share Price is greater than $22.391, the Exchange Ratio shall equal the quotient resulting when (X) $21.560 is divided by (Y) the PPBI Average Share Price, rounded to the nearest ten-thousandth.
