The Merger Conversion of Shares. (a) At the time of filing with the Indiana Secretary of State of appropriate Articles of Merger and of the filing with the Delaware Secretary of State of the Certificate of Merger, or at such later time as shall be specified by such Indiana Articles of Merger and Delaware Certificate of Merger (the “Effective Time”), all of the shares of St. Jxxxxx Common that immediately prior to the Effective Time are issued and outstanding (other than Dissenting Shares, as defined in Section 1.03(d) that are covered by a proper demand for fair value) shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive forty dollars and no cents ($40.00) per share, without interest. Such cash consideration per share is hereafter referred to as the “Merger Consideration.”
The Merger Conversion of Shares. The Merger. Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.2 hereof), Merger Subsidiary will be merged with and into Company in accordance with the provisions of the Minnesota Act, whereupon the separate corporate existence of Merger Subsidiary will cease, and Company will continue as the surviving corporation (the ”Surviving Corporation”). From and after the Effective Time, the Surviving Corporation will possess all the rights, privileges, powers, and franchises and be subject to all the restrictions, disabilities and duties of Company and Merger Subsidiary, all as more fully described in the Minnesota Act.
The Merger Conversion of Shares. 1.1 The Merger 1 1.2 Merger Consideration 1
The Merger Conversion of Shares. ARTICLE 1.1
The Merger Conversion of Shares. (a) At the time of filing with the Indiana Secretary of State of appropriate Articles of Merger with respect to the Merger or at such later time as shall be specified by such Articles of Merger (the "Effective Time"): (b) i) ( Each of the shares of common stock, $1.00 par value, of 1ST BANCORP ("1ST BANCORP Common") that are issued and outstanding immediately prior to the Effective Time shall thereupon and without further action be converted into shares of common stock, no par value, of German American ("German American Common") at the Exchange Ratio which shall be calculated as set forth in this Section 1.03(a)(i). 1ST BANCORP's shareholders of record at the Effective Time, for the shares of 1ST BANCORP Common then held by them, respectively, shall be allocated and entitled to receive (upon surrender of certificates representing said shares for cancellation) shares of German American Common, which total number of shares of German American Common shall have a value (as hereinafter determined) of $57,120,000 subject, however, to (A) the provisions of this Section 1.03(a) with respect to the minimum and maximum number of shares to be exchanged, (B) the provisions of Section 1.03(f) of this Agreement, and (C) the provisions of this Section 1.03(b) with respect to fractional shares. The consideration payable to 1ST BANCORP shareholders hereunder is sometimes hereafter referred to as the "Merger Consideration." For purposes of establishing the number of shares of German American Common into which each share of 1ST BANCORP Common shall be converted at the Effective Time (the "Exchange Ratio"), each share of German American Common shall be valued (the "GA Common Value") at the average of the highest closing bid and the lowest closing asked prices of German American Common as reported by the NASDAQ National Market System for the 15 trading days ending on the second trading day preceding the Closing Date (as defined by Section 1.06 hereof) (the "Valuation Period"). The GA Common Value shall then be divided into the sum of $57,120,000 to establish (to the nearest whole share) the aggregate number of shares of German American Common into which all of the then issued and outstanding shares of 1ST BANCORP Common shall be converted at the Effective Time. Notwithstanding the above, if the GA Common Value exceeds $33 per share, then the aggregate number of shares to be issued in the Merger will be determined by using $33 as the GA Common Value. Similarly, if the GA Common...
The Merger Conversion of Shares. 2.1 The Merger 8 2.2 Effective Time 8 2.3 Organizational Documents; Directors and Officers 8 2.4 Conversion of Capital Stock 8 2.5 Employee Stock Options and Warrants 10 2.6 Exchange of Certificates 11 2.7 Withholding Rights 12 2.8 The Closing 12 2.9 Aggregate Consideration 12
The Merger Conversion of Shares. 7 2.1 Filings....................................................7 2.2 Merger.....................................................8 2.3
The Merger Conversion of Shares. CANCELLATION OF CONVERTIBLE INSTRUMENTS 1 1.1 The Merger 1 1.2 Merger Consideration. 2 1.3 Closing; Effective Time 3 1.4 Conversion of Shares: 6 1.5 Company Warrants. 7 1.6 Cancellation of Company Options. 7 1.7 Certificate of Incorporation; By-Laws. 8
The Merger Conversion of Shares. (a) At the time of filing with the Indiana Secretary of State of appropriate Articles of Merger with respect to the Merger or at such later time as shall be specified by such Articles of Merger (the "Effective Time"), all of the shares of Stone City Common that shall then be issued and outstanding shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive, in the aggregate, (i) newly-issued shares of German American Common (in amounts to be determined pursuant to this Section 1.3) (the "Stock Consideration") and (ii) cash in the aggregate amount of $6,400,000, subject to possible downward adjustment as set forth in the next sentence and in Section 1.3(i) (the "Cash Consideration," and, together with the Stock Consideration, the "Merger Consideration"). The Cash Consideration shall be decreased by an amount equal to the amount by which $5,500,000 exceeds the Projected Effective Time Book Value (as defined in Section 4.7)
The Merger Conversion of Shares. (a) At the time of filing with the Indiana Secretary of State of appropriate Articles of Merger with respect to the Merger or at such later time as shall be specified by such Articles of Merger (the "Effective Time"):
