Common use of Seller Common Stock Clause in Contracts

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 (ii) As of the Effective Time, each share of Seller Common Stock held either directly or indirectly by the Buyer or the Buyer Bank (other than Trust Account Shares and DPC Shares) or as treasury stock of the Seller shall be canceled, retired and cease to exist, and no payment shall be made with respect thereto. Each certificate which immediately prior to the Effective Time represented outstanding shares of Seller Common Stock shall on and after the Effective Time be deemed for all purposes to represent the number of shares of Buyer Common Stock into which the shares of Seller Common Stock represented by such certificate shall have been converted pursuant to this Section 2.06(b).

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 1.00 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, Buyer Corp. or the Buyer Bank, except Trust Account Shares and DPC Sharesin a fiduciary capacity, and any such shares held as treasury stock by the Seller) shall become and be converted into 1.41 0.19 shares of Buyer Common Stock the common stock of the Buyer, par value $0.625 per share ("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 (ii) As of the Effective Time, each share of Seller Common Stock held either directly or indirectly by the Buyer, Buyer Corp. or the Buyer Bank (other than Trust Account Shares and DPC Sharesin a fiduciary capacity) or as treasury stock of the Seller shall be canceled, retired and cease to exist, and no payment shall be made with respect thereto. Each certificate which immediately prior to the Effective Time represented outstanding shares of Seller Common Stock shall on and after the Effective Time be deemed for all purposes to represent the number of shares of Buyer Common Stock into which the shares of Seller Common Stock represented by such certificate shall have been converted pursuant to this Section 2.06(b).

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 STOCKSeller 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 Sharesin a fiduciary capacity, and any such shares held as treasury stock by the Seller) shall become and be converted into 1.41 0.63 shares of the common stock of the Buyer, par value $0.625 per share ("Buyer Common Stock Stock"), together with that number of Buyer Rights issued pursuant to the Buyer Rights Agreement associated therewith; PROVIDEDprovided, HOWEVERhowever, 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 Buyer its Common Stock pursuant to the last paragraph of Section 8.01(e) hereofof the Agreement, the Seller Seller's Common Stock shall be converted into such number of shares of the Buyer Common StockStock of the Buyer, par value $0.625 per share, as provided in said Section 8.01(e)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;" and (ii) As of the Effective Time, each share of Seller Common Stock held either directly or indirectly by the Buyer or the Buyer Bank (other than Trust Account Shares and DPC Shares) or as treasury stock of the Seller shall be canceled, retired and cease to exist, and no payment shall be made with respect thereto. Each certificate which immediately prior to the Effective Time represented outstanding shares of Seller Common Stock shall on and after the Effective Time be deemed for all purposes to represent the number of shares of Buyer Common Stock into which the shares of Seller Common Stock represented by such certificate shall have been converted pursuant to this Section 2.06(b)Conversion Number."