Share Transfer Books. At the Effective Time, the share transfer books of Southwest shall be closed, and thereafter there shall be no further registration of transfers of shares of Southwest Common Stock. From and after the Effective Time, Holders who held shares of Southwest Common Stock immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for herein. Until surrendered for exchange in accordance with the provisions of this Section 3.1, each Certificate or Book-Entry Share theretofore representing shares of Southwest Common Stock (other than the Canceled Shares) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in ARTICLE 2 in exchange therefor, subject, however, to the Xxxxxxx’ 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 Southwest in respect of such shares of Southwest Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. On or after the Effective Time, any Certificates or Book-Entry Shares presented to the Exchange Agent or the Surviving Corporation for any reason shall be canceled and exchanged for the Merger Consideration, any cash in lieu of fractional shares (if any) pursuant to Section 2.6 and any dividends or distributions (if any) pursuant to Section 3.1(d) with respect to the shares of Southwest Common Stock formerly represented thereby.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Simmons First National Corp), Agreement and Plan of Merger (Southwest Bancorp Inc), Agreement and Plan of Merger (Southwest Bancorp Inc)
Share Transfer Books. At the Effective Time, the share transfer books of Southwest Malvern shall be closed, and thereafter there shall be no further registration of transfers of shares of Southwest Malvern Common Stock. From and after the Effective Time, Holders Malvern Shareholders who held shares of Southwest Malvern Common Stock immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for herein. Until surrendered for exchange in accordance with the provisions of this Section 3.1, each Certificate or Book-Entry Share theretofore representing shares of Southwest Malvern Common Stock (other than the Canceled Shares) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in ARTICLE Article 2 in exchange therefor, subject, however, to the Xxxxxxx’ First Bank’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 Southwest Malvern in respect of such shares of Southwest Malvern Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective TimeTime and subject to Section 3.1(e). On or after the Effective Time, any Certificates or Book-Entry Shares presented to the Exchange Agent or the Surviving Corporation for any reason shall be canceled and exchanged for the Merger ConsiderationConsideration payable to such Malvern Shareholder pursuant to Section 2.1(c), any cash in lieu of fractional shares (if any) pursuant to Section 2.6 2.5 and any dividends or distributions (if any) pursuant to Section 3.1(d) with respect to the shares of Southwest Malvern Common Stock formerly represented thereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Malvern Bancorp, Inc.), Agreement and Plan of Merger (Malvern Bancorp, Inc.), Agreement and Plan of Merger (Malvern Bancorp, Inc.)
Share Transfer Books. At the Effective Time, the share transfer books of Southwest Beneficial shall be closed, and thereafter there shall be no further registration of transfers of shares of Southwest Beneficial Common Stock. From and after the Effective Time, Holders who held shares of Southwest Beneficial Common Stock immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for herein. Until surrendered for exchange in accordance with the provisions of this Section 3.1, each Certificate or Book-Entry Share theretofore representing shares of Southwest Beneficial Common Stock (other than the Canceled Shares) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in ARTICLE 2 in exchange therefor, subject, however, to the Xxxxxxx’ WSFS’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 Southwest Beneficial in respect of such shares of Southwest Beneficial Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. On or after the Effective Time, any Certificates or Book-Entry Shares presented to the Exchange Agent or the Surviving Corporation for any reason shall be canceled and exchanged for the Merger Consideration, any cash in lieu of fractional shares (if any) pursuant to Section 2.6 2.5 and any dividends or distributions (if any) pursuant to Section 3.1(d) with respect to the shares of Southwest Beneficial Common Stock formerly represented thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (WSFS Financial Corp), Agreement and Plan of Reorganization (Beneficial Bancorp Inc.)
