Seller Common Stock. (i) By virtue of the Merger, automatically and without any action on the part of the holder thereof, each share of common stock of the Seller, par value $0.01 per share (the "SELLER COMMON STOCK"), issued and outstanding immediately prior to the Effective Time (other than any such shares held by a Dissenting Holder or held directly or indirectly by the Buyer, except Trust Account Shares and DPC Shares, and any such shares held as treasury stock by the Seller) shall become and be converted into 1.41 shares of Buyer Common Stock together with that number of Buyer Rights associated therewith; PROVIDED, HOWEVER, that in the event that the Buyer has exercised its option to deliver additional shares of Buyer Common Stock pursuant to the last paragraph of Section 8.01(e) hereof, the Seller Common Stock shall be converted into such number of shares of the Buyer Common Stock, as provided in Section 8.01(e). The number of shares of Buyer Common Stock into which each share of Seller Common Stock shall be converted is hereinafter called the "CONVERSION NUMBER;" and
Seller Common Stock. The issuance and delivery by Seller of all shares of Seller Common Stock to be issued in connection with this Agreement have been duly and validly authorized by all necessary corporate action on the part of Seller and no shareholder approval is required in connection therewith. The shares of Seller Common Stock to be issued in connection with this Agreement, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, and issued without violation of any preemptive right of any other person or entity. Seller has more than 300 shareholders of record and, to the best knowledge of Seller, no 20 individual shareholders (excluding Purchaser), together with their family members and affiliates, together own, directly or indirectly through one or more affiliates, shares of Seller Common Stock carrying fixed entitlements to more than 75% of Seller's income, capital or voting rights.
Seller Common Stock. By virtue of the Merger, automatically and without any action on the part of any Person, including without limitation the holder thereof, each of the shares of Seller Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Seller Common Stock to be cancelled pursuant to Section 2.05(d) hereof and any Dissenting Shares (as defined in Section 2.08)), shall be cancelled and extinguished and be automatically converted into and become a right to receive an amount per share in cash (the "COMMON STOCK MERGER CONSIDERATION") equal to $7.00, upon surrender in the manner provided in Section 2.09 of the certificate that evidenced the shares of Seller Common Stock (a "COMMON STOCK CERTIFICATE").
Seller Common Stock. The issued and outstanding shares of ------------------- stock of Seller without par value per share (the "Seller Common Stock") (an aggregate of 100,000 shares, excluding any such shares held in the treasury of Seller) shall automatically be canceled and extinguished and shall thereafter be converted into only the right to receive (X) One Hundred Forty-nine Thousand Eight Hundred Eighty (149,880) shares of common stock, without par value, of Parent (the "Parent Common Stock") and (Y) Three Million Eight Hundred Seventy-five Thousand and no/100 Dollars ($3,875,000) in cash (the "Cash"), as described in Schedule 2.1 hereto, including the escrow arrangements described ------------ therein.
Seller Common Stock. Section 3.02....................8
Seller Common Stock. Any Seller Common Stock to be issued to Purchasers in accordance with Section 10.4 will be, when issued, duly authorized, validly issued, fully paid, and non-assessable, and will not have been issued in violation of any pre-emptive rights of stockholders or other Persons or of any applicable securities laws or other Legal Requirements, Charter Documents of Seller or any Contract to which Seller is a party. Seller has a sufficient number of shares of duly authorized and unissued (and unreserved for issuance) shares of Seller Common Stock to comply with its obligations pursuant to Section 10.4. The Seller Common Stock is registered for trading through the facilities of the Nasdaq Market, and Seller is in compliance with all of the material requirements of the Nasdaq Market in connection with the maintenance of such registration of the Seller Common Stock.
Seller Common Stock. Each share of Seller Common Stock issued and outstanding immediately prior to the Effective Time, other than Exception Shares, Dissenting Shares and Excess ESPP Shares, shall be converted into the right to receive, at the election of each holder thereof, but subject to the election and allocation procedures and other provisions of this Section 2.1 and possible adjustment as set forth in Section 2.4, either:
Seller Common Stock. (i) By virtue of the Merger, automatically and without any action on the part of the holder thereof, each share of common stock of the Seller, par value $0.01 per share ("Seller Common Stock"), issued and outstanding immediately prior to the Effective Time (other than any such shares held directly or indirectly by the Buyer, except in a fiduciary capacity, and any such shares held as treasury stock by the Seller) shall become and be converted into 0.63 shares of the common stock of the Buyer, par value $0.625 per share ("Buyer Common Stock"), together with that number of Buyer Rights issued pursuant to the Buyer Rights Agreement associated therewith; provided, however, that if the product of the Closing Price multiplied by the aggregate number of shares of Buyer Common Stock into which all shares of Seller Common Stock shall be converted exceeds $30,000,000, the Conversion Number shall be adjusted downward so that the product of the Closing Price multiplied by the aggregate number of shares of Buyer Common Stock into which all shares of Seller Common Stock shall be converted is equal to $30,000,000 (the immediately foregoing proviso, however, will not apply if (i) a definitive agreement for the acquisition of all of the issued and outstanding shares of Buyer Common Stock or Bank Common Stock is executed, (ii) a tender offer for the shares of Buyer Common Stock is consummated or (iii) twenty-five percent (25%) or more of the voting securities of the Buyer or the Bank is acquired by an individual or a group of individual, in each case, during the period beginning on the date hereof and ending on the Effective Date); provided, however, that in the event that the Buyer has exercised its option to deliver additional shares of its Common Stock pursuant to the last paragraph of Section 8.01(e) of the Agreement, Seller's Common Stock shall be converted into such number of shares of the Common Stock of the Buyer, par value $0.625 per share, as provided in said Section of the Agreement. The number of shares of Buyer Common Stock into which each share of Seller Common Stock shall be converted is hereinafter called the "Conversion Number."
Seller Common Stock. The issued and outstanding shares of ------------------- stock of Seller without par value per share (the "Seller Common Stock") (an aggregate of 19,811 shares, excluding any such shares held in the treasury of Seller and excluding 5,353 shares issuable to Xxxxx X. Xxxxxxx III and Xxxxxx/Ventura LLC pursuant to outstanding warrants) shall automatically be canceled and extinguished and shall thereafter be converted into only the right to receive 2,493,609 shares of common stock, without par value, of Parent (the "Parent Common Stock"). The conversion ratio is 125.87 shares of Parent Common Stock for each one issued and outstanding share of Seller Common Stock. As provided in Section 8.1(c) hereof, the warrants held by Xx. Xxxxxxx and Xxxxxx/Xxxxxxx LLC will be assumed by Parent. The total number of shares of Parent Common Stock issuable in exchange for securities of Seller, including common stock of Seller and warrants of Seller assumed by Parent, is 3,167,391 shares of Parent Common Stock.
