Examples of Bank Common Shares in a sentence
On the Effective Date, each outstanding option to purchase Bank Common Shares under the Bank's stock option plans will be assumed by Holding.
Table of ContentsBoard of Directors Landmark Bank, N.A. Page 2 of 6 Certificates fonnerly representing such Bank Common Shares shall, at and after the Effective Time, no longer represent shares of Bank Common stock, but instead represent the right to receive the merger consideration provided for herein.
Based on the foregoing, and with your consent, we have assumed for purposes of our opinion that each holder of record of the Bank Common Shares at the Effective Time (other than Bancshares) will be entitled to elect to receive (for each one Bank Common Share held immediately prior to the Effective Time and cancelled pursuant to the Merger), merger consideration with a value of $460 per share (the “Per Share Merger Consideration”).
All amounts that are finally determined to be due to holders of issued and outstanding Bank Common Shares pursuant to statutory dissenters’ rights effectively exercised by them shall be paid by Bancshares.
Additional DSUs are credited to reflect dividends paid on Bank Common Shares.
Bancshares, as the current holder of approximately 85 percent of the Bank Common Shares, hereby irrevocably waives its right to exercise any statutory dissenters’ rights with respect to all of the Bank Common Shares held by it.
Certificates formerly representing such Bank Common Shares shall, at and after the Effective Time, no longer represent shares of Bank Common stock, but instead represent the right to receive the merger consideration provided for herein.
This opinion addresses only the fairness of the value of the Per Share Merger Consideration to be received by the holders of Bank Common Shares (other than Bancshares), and we are not opining on the individual components or different forms of the Per Share Merger Consideration to be paid in connection with the Merger.
The holders of Bank Common Shares shall be advised of their statutory dissenters’ rights and provided a copy of the above-referenced provisions of the Banking Act prior to voting on the Merger.
By the Board of Directors of Bank or the Board of Directors of Bancshares if either or both reasonably concludes that it is more likely than not that claims for dissenters’ and similar rights of stockholders of Bank will be asserted in respect of the Merger by holders of more than ten percent of the Bank Common Shares outstanding immediately prior to the Effective Time and owned by shareholders other than Bancshares.